Exhibit 4.1
Form of 7.25% Senior Note due 2051
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.
7.25% Senior Notes due 2051
Unconditionally guaranteed as to payment of
principal of and interest by
VIACOM INTERNATIONAL INC.
(a wholly owned subsidiary of Viacom Inc.)
$335,000,000
CUSIP: 925524407
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 $335,000,000 on June 30, 2051
at the office or agency of the Company referred to below, and to pay interest
thereon on September 30, 2001 and quarterly in arrears thereafter, on March 30,
June 30, September 30 and December 30 of each year (each, an "Interest Payment
Date"), from June 29, 2001, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, at the rate of 7.25% 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 the March 15, June 15,
September 15 or December 15, 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
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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 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
7.25% Senior Notes due 2051, initially limited in aggregate principal amount to
$373,750,000. This Security is a global Security representing $335,000,000 of
the Securities.
Authorized Denominations. The Securities of this series are
issuable only in registered form without coupons in denominations of $25 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
minimum denominations of $25 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.
Redemption and Maturity. The Securities of this series are not
subject to any sinking fund and are subject to redemption prior to maturity as
set forth below.
Redemption for Tax Reasons. Upon the occurrence of a
"tax event," the Company has the right to either (i) redeem the Securities in
whole (but not in part) prior to June 30, 2006 at a redemption price equal to
100% of the principal amount redeemed plus accrued and unpaid interest to the
redemption date or (ii) to shorten the maturity of the Securities at any time to
the extent required so that interest paid thereon will be deductible for United
States federal income tax purposes. A "tax event" will occur if the Company
receives an opinion of nationally
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recognized independent tax counsel experienced in such matters to the effect
that as a result of any (x) amendment to, or change (including any announced
proposed change) in the laws or any regulations under the laws of the United
States or any political subdivision or taxing authority thereof, (y) official
administrative pronouncement or judicial decision interpreting or applying the
laws or regulations stated above whether or not the pronouncement or decision is
issued to or in connection with a proceeding involving the Company or the
Guarantor, or (z) any amendment to, clarification of, or change in any official
position with respect to, or any interpretation of, an administrative or
judicial action or law or regulation of the United States that differs from the
theretofore generally accepted position or interpretations; in each case which
amendment or change is effective or which proposed change, pronouncement, action
or decision is announced on or after the date of issuance of the Securities,
there is more than an insignificant risk that interest paid by the Company or
the Guarantor on the Securities is not, or will not be, within 90 days of the
opinion of counsel, deductible, in whole or in part, for United States federal
income tax purposes.
Optional Redemption. The Securities may be redeemed at
the option of the Company, in whole or in part, at any time on or after June 30,
2006 but prior to the stated maturity thereof, upon not less than 30 nor more
than 60 days' notice, at a redemption price equal to 100% of the principal
amount redeemed plus accrued and unpaid interest to the redemption date. In the
event of a deposit or withdrawal of an interest in this Security, including an
exchange, transfer, redemption or conversion of this Security in part only, the
Trustee, as custodian of the Depositary, shall make an adjustment on its records
to reflect such deposit or withdrawal in accordance with the rules and
procedures of the Depositary.
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
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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
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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.
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IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.
Dated: June 29, 2001 VIACOM INC.,
as Issuer
By:
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Attest:
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Authorized Signature
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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:
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Authorized Signatory
Dated: June 29, 2001
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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.
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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.
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.
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IN WITNESS WHEREOF, the Guarantor has caused this instrument
to be duly executed.
Dated: June 29, 2001 VIACOM INTERNATIONAL INC.,
as Guarantor
By:
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Attest:
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Authorized Signature
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