FORM OF 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,
since the registered owner hereof, Cede & Co., has an interest
herein.
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.
VIACOM INC.
5.625% Senior Notes due 2012
Unconditionally guaranteed as to payment of
principal of and interest by
VIACOM INTERNATIONAL INC.
(a wholly owned subsidiary of Viacom Inc.)
$600,000,000
CUSIP: 925524AT7
Viacom Inc., a Delaware corporation (herein called
the "Company", which term includes any successor Person under
the Indenture hereinafter referred to), for value received,
hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of $600,000,000 on August 15, 2012 at the
office or agency of the Company referred to below, and to pay
interest thereon on February 15, 2003 and semi-annually in
arrears thereafter, on February 15 and August 15 of each year
(each, an "Interest Payment Date"), from August 28, 2002, or
from the most recent Interest Payment Date to which interest
has been paid or duly provided for, at the rate of 5.625% per
annum, until the principal hereof is paid or duly provided
for.
The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided
in such Indenture, be paid, in immediately available funds, to
the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be
February 1 and August 1, as the case may be, preceding such
Interest Payment Date. Any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable
to the Holder on such Regular Record Date, and such Defaulted
Interest, may be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Securities not
less than 10 days prior to such Special Record Date, or may be
paid at any time in any other lawful manner, all as more fully
provided in said Indenture.
Payment of the principal of and interest on this
Security will be made at the Corporate Trust Office of the
Trustee or such other office or agency of the Company as may
be designated for such purpose, in such coin or currency of
the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided
however, that each installment of interest and principal on
this Security may at the Company's option be paid by check to
the payee or in immediately available funds by transfer to an
account maintained by the payee located in the United States.
Any payment of principal or interest required to be
made on a day that is not a Business Day need not be made on
such day, but may be made on the next succeeding Business Day
and no interest shall accrue as a result of such delayed
payment. For purposes of this Security, "Business Day" means
any day that is not a Saturday or Sunday and that, in The City
of New York, is not a day on which banking institutions are
generally authorized or obligated by law or executive order to
close.
GENERAL. This Security is one of a duly authorized
issue of securities of the Company (herein called the
"Securities"), unlimited in aggregate principal amount, issued
and to be issued in one or more series under an indenture dated
as of June 22, 2001 among the Company, Viacom International
Inc., as guarantor (the "Guarantor") and The Bank of New York,
as trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture) (the "Indenture"), to
which Indenture and the respective resolutions of the Company's
board of directors or resolutions pursuant to the authority of
the board of directors, an Officer's Certificate and/or
indentures supplemental thereto, as the case may be, reference
is hereby made for a statement of the respective rights,
limitations of rights, duties, obligations and immunities
thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of
a series designated as 5.625% Senior Notes due 2012,
initially limited in aggregate principal amount to $600,000,000.
This Security is a global Security representing $600,000,000 of
the Securities.
AUTHORIZED DENOMINATIONS. The Securities of this
series are issuable only in registered form without coupons in
denominations of not less than $1,000 and any integral multiple
thereof.
BOOK-ENTRY SECURITY. This Security is a "book-entry"
Security and is being registered in the name of Cede & Co., as
nominee of The Depository Trust Company ("DTC"). Subject to the
terms of the Indenture, this Security will be held by DTC or its
nominee, and beneficial interests will be held by beneficial
owners through the book-entry facilities of DTC or its nominee
in denominations of not less than $1,000 and integral multiples
thereof. As long as this Security is registered in the name of
DTC or its nominee, the Trustee will make payments of principal
of and interest on this Security by wire transfer of immediately
available funds to DTC or its nominee. Notwithstanding the
above, upon the maturity of this Security, the principal,
together with accrued interest thereon, will be paid in
immediately available funds upon surrender of this Security at
the Corporate Trust Office of the Trustee or such other offices
or agencies appointed by the Trustee for that purpose or such
other locations provided in the Indenture.
EVENT OF DEFAULT. If an Event of Default with
respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may
be declared due and payable in the manner and with the effect
provided in the Indenture.
SINKING FUND. The Securities of this series are not
subject to any sinking fund.
OPTIONAL REDEMPTION. The Securities of this series
will be redeemable at any time, at the option of the Company,
in whole or from time to time in part, upon not less than 30
nor more than 60 days' prior notice, on any date prior to
their maturity at a Redemption Price equal to the sum of 100%
of the principal amount thereof and the Make-Whole Amount and
any accrued and unpaid interest, to the Redemption Date
(subject to the rights of holders of record on the relevant
Regular Record Date that is on or prior to the Redemption Date
to receive interest due on the relevant Interest Payment
Date).
The term "Make-Whole Amount" means, the excess, if
any, of (i) the aggregate present value as of the Redemption
Date of principal being redeemed and the amount of interest
(exclusive of interest accrued to the Redemption Date) that
would have been payable if redemption had not been made,
determined by discounting, on a semiannual basis, the
remaining principal and interest at the Reinvestment Rate
(determined on the third Business Day preceding the date
notice of redemption is given) from the dates on which the
principal and interest would have been payable if the
redemption had not been made, to the Redemption Date, over
(ii) the aggregate principal amount of the Securities being
redeemed.
The term "Reinvestment Rate" means 0.25% plus the
arithmetic mean of the yields under the heading "Week Ending"
published in the most recent Federal Reserve Statistical
Release H.15 (or any comparable successor publication) under
the caption "Treasury Constant Maturities" for the maturity
(rounded to the nearest month) corresponding to the remaining
life to maturity, as of the maturity of the principal being
redeemed or paid. If no maturity exactly corresponds to the
maturity, yields for the two published maturities most closely
corresponding to the maturity will be so calculated and the
Reinvestment Rate will be interpolated or extrapolated on a
straight-line basis, rounding to the nearest month. The most
recent Federal Reserve Statistical Release H.15 published
prior to the date of determination of the Make-Whole Amount
will be used for purposes of calculating the Reinvestment
Rate.
The Make-Whole Amount will be calculated by an
independent investment banking institution of national
standing appointed by the Company. If the Company fails to
make the appointment at least 45 business days prior to the
date of redemption, or if the institution is unwilling or
unable to make the calculation, the calculation will be made
by an independent investment banking institution of national
standing appointed by the Trustee.
If the Reinvestment Rate is not available as
described above, the Reinvestment Rate will be calculated by
interpolation or extrapolation of comparable rates selected by
the independent investment banking institution.
In the case of any partial redemption, selection of
the Securities of this series for redemption will be made by
the Trustee in compliance with the requirements of the
principal national securities exchange, if any, on which the
Securities of this series are listed or, if the Securities of
this series are not listed on a national securities exchange,
by lot or by such other method as the Trustee in its sole
discretion shall deem to be fair and appropriate; provided
that no Securities of this series of $1,000 in
principal amount or less shall be redeemed in part. If any
Security is to be redeemed in part only, the notice of
redemption relating to such Security shall state the portion
of the principal amount thereof to be redeemed. A new
Security in principal amount equal to the unredeemed portion
thereof will be issued in the name of the Holder thereof upon
cancellation of the original Security.
DEFEASANCE AND COVENANT DEFEASANCE. The Indenture
contains provisions for defeasance at any time of (a) the
entire indebtedness of the Company on this Security and
(b) certain restrictive covenants and the related Defaults and
Events of Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this
Security.
MODIFICATION AND WAIVERS; OBLIGATIONS OF THE COMPANY
ABSOLUTE. The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification
of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series. Such amendment
may be effected under the Indenture at any time by the
Company, the Guarantor and the Trustee with the consent of the
Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of each series affected
thereby. The Indenture also contains provisions permitting
the Holders of not less than specified percentages in
aggregate principal amount of the Outstanding Securities of
each series, on behalf of the Holders of all the Securities of
such series, to waive compliance by the Company and the
Guarantor with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any
such consent or waiver shall be conclusive and binding upon
the Holders of this Security and upon all future Holders of
this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such consent or waiver is made upon
this Security.
As set forth in, and subject to, the provisions of
the Indenture, no Holder of any Security of this series will
have any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder, unless such Holder
shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the
Holders of not less than 25% in principal amount of the
Outstanding Securities of this series shall have made written
request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall
not have received from the Holders of a majority in principal
amount of the Outstanding Securities of this series a
direction inconsistent with such request and shall have failed
to institute such proceeding within 60 days; provided,
however, that such limitations do not apply to a suit
instituted by the Holder hereof for the enforcement of payment
of the principal of or interest on this Security on or after
the respective due dates expressed herein.
No reference herein to the Indenture and no
provision of this Security or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this
Security at the times, place, and rate, and in the coin or
currency, herein prescribed.
REGISTRATION OF TRANSFER OR EXCHANGE. As provided
in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security will be registered on
the Security Register of the Company upon surrender of this
Security for registration of transfer at the office or agency
of the Company maintained for such purpose in New York, New
York or at such other office or agency as the Company may
designate, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or
more new Securities of this series of authorized denominations
and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
As provided in the Indenture and subject to certain
limitations therein set forth, the Securities of this series
are exchangeable for a like aggregate principal amount of
Securities of this series and of a different authorized
denomination, as requested by the Holder surrendering the
same.
No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company may
require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to the time of due presentment of this
Security for registration of transfer, the Company, the
Guarantor, the Trustee and any agent of the Company, the
Guarantor or the Trustee may treat the Person in whose name
this Security is registered as the absolute owner hereof for
all purposes, whether or not this Security be overdue, and
none of the Company, the Guarantor, the Trustee or any agent
of the Company, the Guarantor or the Trustee shall be affected
by notice to the contrary.
This Security is a global Security. If at any time,
a Depositary is at any time unwilling or unable to continue as
Depositary and a successor Depositary is not appointed by the
Company within 90 days, then the Company will execute and the
Trustee will authenticate and deliver Securities in definitive
registered form, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of
this Security in exchange for this Security. Such Securities
in definitive registered form shall be registered in such
names and issued in such authorized denominations as the
Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Securities to the
Persons in whose names such Securities are so registered.
DEFINED TERMS. All terms used in this Security that
are defined in the Indenture and are not otherwise defined
herein shall have the meanings assigned to them in the
Indenture.
GOVERNING LAW. This Security shall be governed by,
and construed in accordance with, the laws of the State of New
York.
Unless the certificate of authentication hereon has
been duly executed by or on behalf of The Bank of New York, as
Trustee under the Indenture, or its successor thereunder, by
the manual signature of one of its authorized officers, this
Security shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.
Dated: August 28, 2002 VIACOM INC.,
as Issuer
By:
________________________
Attest:
__________________________
Authorized Signature
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of a series referred to in
the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By:
________________________
Authorized Signatory
Dated: August 28, 2002
GUARANTEE OF VIACOM INTERNATIONAL INC.
FOR VALUE RECEIVED, VIACOM INTERNATIONAL 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 Viacom Inc. or any successor thereto
(herein called the "Company") punctually to pay any such
principal or interest, the Guarantor hereby agrees to cause
any such payment to be made punctually when and as the same
shall become due and payable, whether at Stated Maturity, upon
redemption, upon declaration of acceleration or otherwise, as
if such payment were made by the Company.
The Guarantor hereby agrees that its obligations
hereunder shall be as if it were principal debtor and not
merely surety, and shall be absolute and unconditional,
irrespective of the identity of the Company, the validity,
regularity or enforceability of this Security or said
Indenture, the absence of any action to enforce the same, any
waiver or consent by the Holder of this Security with respect
to any provisions thereof, the recovery of any judgment
against the Company or any action to enforce the same, or any
other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor. The Guarantor
hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands
whatsoever and covenants that this Guarantee will not be
discharged except by complete performance of the obligations
contained in this Security and in this Guarantee.
The Guarantor shall be subrogated to all rights of
the Holder of this Security against the Company in respect of
any amounts paid by the Guarantor pursuant to the provisions
of this Guarantee or the Indenture referred to in this
Security; provided, however, that the Guarantor shall not be
entitled to enforce or to receive any payment arising out of,
or based upon, such right of subrogation until the principal
of and interest on all Securities of the series of which the
Security upon which this Guarantee is endorsed constitutes a
part shall have been indefeasibly paid in full.
The Indenture provides that in the event that this
Guarantee would constitute or result in a fraudulent transfer
or conveyance for purposes of, or result in a violation of,
any United States federal, or applicable United States state,
fraudulent transfer or conveyance or similar law, then the
liability of the Guarantor hereunder shall be reduced to the
extent necessary to eliminate such fraudulent transfer or
conveyance or violation under the applicable fraudulent
transfer or conveyance or similar law.
If the Trustee or the Holder of the Security upon
which this Guarantee is endorsed is required by any court or
otherwise to return to the Company or the Guarantor, or any
custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official acting in relation to
the Company or the Guarantor, any amount paid to the Trustee
or such Holder in respect of the Security upon which this
Guarantee is endorsed, this Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and
effect. The Guarantor further agrees, to the fullest extent
that it may lawfully do so, that, as between the Guarantor, on
the one hand, and the Holders and the Trustee, on the other
hand, the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article Five of the Indenture for
the purposes of this Guarantee, notwithstanding any stay,
injunction or other prohibition extant under any applicable
bankruptcy law preventing such acceleration in respect of the
obligations guaranteed hereby.
All terms used in this Guarantee that are defined in
the Indenture and are not otherwise defined herein shall have
the meanings assigned to them in the Indenture.
This Guarantee shall be governed by, and construed
in accordance with, the laws of the State of New York.
Subject to the next following paragraph, the
Guarantor hereby certifies and warrants that all acts,
conditions and things required to be done and performed and to
have happened precedent to the creation and issuance of this
Guarantee and to constitute the same valid obligation of the
Guarantor have been done and performed and have happened in
due compliance with all applicable laws.
This Guarantee shall not be valid or become
obligatory for any purpose until the certificate of
authentication on the Security upon which this Guarantee is
endorsed has been signed by the Trustee under the Indenture
referred to in this Security.
IN WITNESS WHEREOF, the Guarantor has caused this
instrument to be duly executed.
Dated: August 28, 2002 VIACOM INTERNATIONAL INC.,
as Guarantor
By:
__________________________
Attest:
- -----------------------
Authorized Signature