UNDERWRITING AGREEMENT
May 18, 1995
VIACOM INC.
VIACOM INTERNATIONAL INC.
c/o Viacom Inc.
1515 Broadway
New York, New York 10036
Dear Sirs:
We understand that Viacom Inc. (the "Company") proposes
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to issue and sell $1,000,000,000 aggregate principal amount of
7.75% Senior Notes due 2005, guaranteed by Viacom International
Inc. (the "Guarantor") (the "Debt Securities"). The Debt
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Securities are also hereinafter referred to as the "Offered Securities".
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All references herein, and in the document entitled
Viacom Inc. Underwriting Agreement Senior Debt Securities
Standard Provisions (Offered Securities) described in the
penultimate paragraph hereof, to the Debt Securities or the
Offered Securities include the guarantees of the Guarantor
described above in this paragraph whenever the context permits.
Subject to the terms and conditions set forth or
incorporated by reference herein, the Company hereby agrees to
sell, and Bear, Stearns & Co. Inc. (the "Underwriter") agrees to
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purchase, $1,000,000,000 aggregate principal amount of Offered
Securities at a purchase price of 97.99% of the principal amount
of Debt Securities, plus accrued interest, if any, from May 25,
1995, to the date of payment and delivery.
The Underwriter will pay for the Offered Securities upon
delivery thereof at the Company's offices at 10:00 a.m. (New York
time) on May 25, 1995, or at such other time, not later than 5:00
p.m. (New York time) on May 26, 1995, as shall be designated by
the Underwriter. The time and date of such payment and delivery
are hereinafter referred to as the Closing Date.
2
The Offered Securities shall have the terms set forth in
the Prospectus dated May 10, 1995, and the Prospectus Supplement
dated May 18, 1995, including the following:
Terms of Debt Securities:
Maturity Date: June 1, 2005
Interest Rate: 7.75%
Redemption Provisions: None
Interest Payment Dates: June 1 and December 1, commencing
December 1, 1995
(Interest accrues from May 25, 1995)
Ranking: The Debt Securities will be senior indebtedness
of the Company issued under the Indenture dated as
of May 15, 1995 among the Company, Viacom International
Inc., as guarantor, and The First National Bank of
Boston, trustee, as supplemented by the First
Supplemental Indenture thereto.
Form: The Offered Securities will be issued in the
form of one or more fully Registered Global
Securities which will be deposited with, or on
behalf of, The Depository Trust Company (the
"Depository") and registered in the name of
Cede & Co., the Depository's nominee.
Other Terms: Payment for the Offered Securities will be
made in immediately available funds.
All provisions contained in the document entitled Viacom
Inc. Underwriting Agreement Senior Debt Securities Standard
Provisions (Offered Securities) dated May 18, 1995, a copy of
which is attached hereto, are herein incorporated by reference in
their entirety and shall be deemed to be a part of this Agreement
to the same extent as if such provisions had been set forth in
full herein, except to the extent a provision in such document is
inconsistent herewith the provision herein shall control and
except that if any term defined in such document is otherwise
defined herein, the definition set forth herein shall control.
3
Please confirm your agreement by having an authorized
officer sign a copy of this Agreement in the space set forth
below. This Agreement may be signed in any number of counterparts
with the same effect as if the signatures thereto and hereto were
upon the same instrument.
Very truly yours,
Bear, Stearns & Co. Inc.
By: /s/ Lewis A. Sachs
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Name: Lewis A. Sachs
Title: Senior Managing Director
Accepted:
VIACOM INC. VIACOM INTERNATIONAL INC.
By: /s/ Vaughn A. Clarke By: /s/ Vaughn A. Clarke
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Name: Vaughn A. Clarke Name: Vaughn A. Clarke
Title: Senior Vice President, Title: Senior Vice President,
Treasurer Treasurer