<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
----------
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 30, 1996
VIACOM INC.
----------------------------------------------------
Exact name of registrant as specified in its charter
Delaware 1-9553 04-2949533
- --------------- ---------- ----------
(State or other Commission (I.R.S.
jurisdiction File Employer
of incorporation) Number) Identification
No.)
1515 Broadway, New York, New York 10036
- --------------------------------------- -----------
(Address of principal executive offices (Zip Code)
Registrant's telephone number,including Area code: (212) 258-6000
Page 1 of 4 Pages
Exhibit Index Appears on Page 4
<PAGE>
Item 5. Other Events
On July 31, 1996, Viacom Inc. ("Viacom") completed the Exchange Offer
and related transactions as described in its Schedule 13E-4 Issuer Tender Offer
Statement filed with the Securities and Exchange Commission on June 24, 1996, as
amended by Amendment No. 1 dated June 25, 1996, Amendment No. 2 dated July 19,
1996, Amendment No. 3 dated July 23, 1996, and Amendment No. 4 dated July 31,
1996 (as amended, the "Schedule 13E-4"). In the Exchange Offer, Viacom accepted
5,417,211 shares of its Class A Common Stock, par value $.01 per share, and
9,939,749 shares of its Class B Common Stock, par value $.01 per share, in
exchange for 6,257,961 shares of VII Cable (as defined in the Schedule 13E-4).
In connection with the transactions described in the Schedule 13E-4,
Viacom Services (as defined in the Schedule 13E-4) assumed the outstanding
public debt securities and certain of the guarantees of Viacom International (as
defined in the Schedule 13E-4) pursuant to supplemental indentures (the
"Supplemental Indentures"). In addition, (i) Viacom Services assumed certain
other guarantees of Viacom International pursuant to assignment agreements (the
"Assignment Agreements") and (ii) the guarantees by Viacom of the public
indebtedness of Viacom International (which indebtedness has been assumed by
Viacom Services) were amended by Viacom pursuant to amendments to such
guarantees (the "Amendments to Guarantee").
The Supplemental Indentures, Assignment Agreements and Amendments to
Guarantee are attached as exhibits hereto and are incorporated by reference
herein.
List of Exhibits
- ----------------
Exhibit
Number Description
- ------- -----------
99.1 Press Release issued by Viacom Inc. dated July 30, 1996
99.2 Supplemental Indenture among Viacom Inc., Viacom International
Inc., Viacom International Services Inc. and State Street Bank and
Trust Company.
99.3 Supplemental Indenture among Viacom International Inc., Viacom
International Services Inc. and The Bank of New York.
99.4 Supplemental Indenture among Viacom International Inc., Viacom
International Services Inc. and The Bank of New York.
99.5 Supplemental Indenture among Viacom International Inc., Viacom
International Services Inc. and The Chase Manhattan Bank.
99.6 Supplemental Indenture among Viacom International Inc., Viacom
International Services Inc. and The Chase Manhattan Bank.
99.7 Assignment Agreement between Viacom International Inc. and Viacom
International Services Inc.
99.8 Assignment Agreement between Viacom International Inc. and Viacom
International Services Inc.
99.9 Assignment Agreement between Viacom International Inc. and Viacom
International Services Inc.
99.10 Assignment Agreement between Viacom International Inc. and Viacom
International Services Inc.
99.11 Amendment to Guarantee by Viacom Inc.
99.12 Amendment to Guarantee by Viacom Inc.
99.13 Amendment to Guarantee by Viacom Inc.
<PAGE>
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VIACOM INC.
Registrant
Date: August 1, 1996 By: /s/ Michael D. Fricklas
---------------------------
Title: Senior Vice President, Deputy
General Counsel
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
99.1 Press Release issued by Viacom Inc. dated July 30, 1996
99.2 Supplemental Indenture among Viacom Inc., Viacom International
Inc., Viacom International Services Inc. and State Street Bank
and Trust Company.
99.3 Supplemental Indenture among Viacom International Inc., Viacom
International Services Inc. and The Bank of New York.
99.4 Supplemental Indenture among Viacom International Inc., Viacom
International Services Inc. and The Bank of New York.
99.5 Supplemental Indenture among Viacom International Inc., Viacom
International Services Inc. and The Chase Manhattan Bank.
99.6 Supplemental Indenture among Viacom International Inc., Viacom
International Services Inc. and The Chase Manhattan Bank.
99.7 Assignment Agreement between Viacom International Inc. and
Viacom International Services Inc.
99.8 Assignment Agreement between Viacom International Inc. and
Viacom International Services Inc.
99.9 Assignment Agreement between Viacom International Inc. and
Viacom International Services Inc.
99.10 Assignment Agreement between Viacom International Inc. and
Viacom International Services Inc.
99.11 Amendment to Guarantee by Viacom Inc.
99.12 Amendment to Guarantee by Viacom Inc.
99.13 Amendment to Guarantee by Viacom Inc.
<PAGE>
EXHIBIT 99.1
VIACOM ANNOUNCES FINAL EXCHANGE RATIO FOR CABLE SPLIT-OFF
New York, New York, July 30, 1996--Viacom Inc. (AMEX: VIA and VIAB) announced
today that, upon completion of its previously announced cable split-off
exchange offer, it will accept for exchange 15,356,960 shares of its common
stock, including 5,417,211 shares of Class A Common Stock and 9,939,749 shares
of Class B Common Stock, at a final exchange ratio of .4075 for each share of
Viacom common stock accepted after proration. The final proration factor is
approximately 65.52%. The exchange offer and related transactions are expected
to be completed on July 31.
The exchange offer, which expired at midnight (EDT) on July 22, 1996,
provided Viacom shareholders with the opportunity to exchange shares of Viacom
Class A and Class B Common Stock for 6,257,961 common shares of Viacom's split-
off cable operation, to be renamed TCI Pacific Communications, Inc. (TCI
Pacific). The common shares of TCI Pacific will convert immediately after the
exchange into shares of preferred stock of TCI Pacific on a one-for-one basis.
The Company said certificates for shares of preferred stock of TCI Pacific
and checks for cash payable in lieu of fractional shares will be mailed
promptly. All shares tendered and not exchanged will be returned to
stockholders. Estimated final results of the exchange offer, based on a
preliminary count by the exchange agent, were announced on July 23, 1996.
The transaction allows Viacom to reduce its debt by $1.7 billion and reduce
the total number of outstanding common shares of Viacom by approximately 4.1%.
Viacom Cable includes systems in five geographic regions, including the San
Francisco and Northern California area: Salem, Oregon; the Seattle, Washington
and greater Puget Sound area; Nashville, Tennessee and Dayton, Ohio. The
systems serve approximately 1.2 million cable subscribers in five states.
Viacom Inc. is one of the world's largest entertainment and publishing
companies and a leading force in nearly every segment of the international
media marketplace. The operations of Viacom include Blockbuster Video,
Blockbuster Music, MTV Networks, Paramount Parks, Paramount Pictures, Paramount
Television, Showtime Networks, Simon & Schuster, Viacom Interactive Media,
radio and television stations, and movie screens in 11 countries. Viacom also
has a majority interest in Spelling Entertainment Group, as well as a
substantial interest in Comedy Central, and USA Networks, including the Sci-Fi
Channel. National Amusements, Inc., a closely held corporation which owns and
operates more than 1,000 screens in the U.S. and the U.K. is the parent company
of Viacom. More information about Viacom is available at the Company's Web site
located at http://www.viacom.com.
Contact: Carl Folta
(212) 258-6352
<PAGE>
EXHIBIT 99.2
VIACOM INC.,
VIACOM INTERNATIONAL INC.,
VIACOM INTERNATIONAL SERVICES INC.,
AND
STATE STREET BANK AND TRUST COMPANY,
TRUSTEE
----------------
THIRD SUPPLEMENTAL INDENTURE
DATED AS OF JULY 22, 1996 TO BE EFFECTIVE AS OF JULY 31, 1996
TO INDENTURE DATED AS OF MAY 15, 1995 AMONG VIACOM INC.,VIACOM INTERNATIONAL
INC.AND THE FIRST NATIONAL BANK OF BOSTON,TRUSTEE
----------------
SENIOR DEBT SECURITIES
<PAGE>
THIRD SUPPLEMENTAL INDENTURE, dated as of July 22, 1996, to be effective as
of July 31, 1996, among VIACOM INC., a Delaware corporation (the "Company"),
VIACOM INTERNATIONAL INC., a Delaware corporation (the "Guarantor"), VIACOM
INTERNATIONAL SERVICES INC. (the "Successor"), and STATE STREET BANK AND TRUST
COMPANY, a Massachusetts trust company, as successor to The First National
Bank of Boston (the "Trustee"), as Trustee to the Indenture, dated as of May
15, 1995, among the Company, the Guarantor and the Trustee, as supplemented by
the First Supplemental Indenture, dated as of May 24, 1995, among the Company,
the Guarantor and the Trustee and as further supplemented and amended by the
Second Supplemental Indenture and Amendment No. 1, dated as of December 15,
1995, among the Company, the Guarantor and the Trustee (as amended, the
"Indenture").
RECITALS
WHEREAS, the Company, the Guarantor and the Trustee are parties to the
Indenture, pursuant to which the Company has issued $1 billion principal
amount of 7.75% Senior Notes due 2005, $350 million principal amount of 6.75%
Senior Notes due 2003 and $200 million principal amount of 7.625% Senior
Debentures due 2016 (the "Securities");
WHEREAS, pursuant to the Indenture the Guarantor has unconditionally
guaranteed the Securities (the "Guarantees");
WHEREAS, the Guarantor and the Successor are parties to an Implementation
Agreement dated as of July 24, 1995 (the "Implementation Agreement") pursuant
to which the Guarantor shall convey substantially all of its assets to the
Successor (the "Conveyance of Assets") and the Successor shall assume
substantially all of the liabilities of the Guarantor, including liabilities
in respect of the Securities (the "Assumption of Liabilities");
WHEREAS, the Guarantor and the Successor desire, pursuant to Section 901 of
the Indenture, to supplement and amend the Indenture, in order to comply with
Section 801 of the Indenture;
WHEREAS, the Successor is a corporation validly existing under the laws of
the State of Delaware;
WHEREAS, the Successor has duly authorized the execution and delivery of
this Third Supplemental Indenture to assume all the covenants and conditions
of the Guarantor under the Guarantees and the Indenture; and
WHEREAS, immediately after the consummation of the Conveyance of Assets and
Assumption of Liabilities in accordance with the Implementation Agreement, no
Event of Default or Default (as defined in the Indenture) shall have occurred
and be continuing.
NOW, THEREFORE, the Company, the Guarantor, the Successor and the Trustee
covenant and agree as follows:
ARTICLE A
SECTION A.1. The Successor hereby assumes all the covenants and conditions
of the Guarantor under the Guarantees and the Indenture; and the Successor
shall succeed to, and be substituted for, and may exercise every right and
power of, the Guarantor under the Indenture with the same effect as if the
Successor had been named as the Guarantor therein; and the Guarantor shall be
relieved of all covenants and conditions under the Guarantees and the
Indenture.
2
<PAGE>
ARTICLE B
MISCELLANEOUS PROVISIONS
SECTION B.1 Any notice or communication by the Trustee to the Successor is
duly given if in writing and delivered in person or mailed by first-class mail
to the address set forth below:
Viacom International Services Inc.1515
BroadwayNew York, NY 10036Attention: Chief
Financial Officer, with a copy to
the Office of the General Counsel
SECTION B.2. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS THIRD
SUPPLEMENTAL INDENTURE.
SECTION B.3. This Third Supplemental Indenture may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties have caused this Third Supplemental
Indenture to be duly executed as of the day and year first written above.
VIACOM INC.
/s/ Michael D. Fricklas
By___________________________________
Name: Michael D. Fricklas
Title: Senior Vice President
Deputy General Counsel
VIACOM INTERNATIONAL INC.
/s/ Michael D. Fricklas
By___________________________________
Name: Michael D. Fricklas
Title: Senior Vice President
Deputy General Counsel
VIACOM INTERNATIONAL SERVICES INC.
/s/ Michael D. Fricklas
By___________________________________
Name: Michael D. Fricklas
Title: Senior Vice President
Deputy General Counsel
STATE STREET BANK AND TRUST COMPANY
/s/ Eric L. Donaghey
By___________________________________
Name: Eric L. Donaghey
Title: Assistant Vice President
3
<PAGE>
EXHIBIT 99.3
EXECUTION COPY
- --------------------------------------------------------------------------------
VIACOM INTERNATIONAL INC.,
ISSUER
AND
VIACOM INTERNATIONAL SERVICES INC.,
SUCCESSOR
AND
VIACOM INC.,
GUARANTOR
AND
THE BANK OF NEW YORK,
TRUSTEE
----------------
THIRD SUPPLEMENTAL INDENTURE
DATED AS OF JULY 22, 1996
TO BE EFFECTIVE AS OF JULY 31, 1996
----------------
SUPPLEMENTAL TO INDENTURE DATED AS OF SEPTEMBER 15, 1991
- --------------------------------------------------------------------------------
<PAGE>
THIRD SUPPLEMENTAL INDENTURE, dated as of July 22, 1996, to be effective as
of July 31, 1996, among VIACOM INTERNATIONAL INC., a corporation duly
organized and existing under the laws of the State of Delaware (the
"Company"), VIACOM INTERNATIONAL SERVICES INC. (the "Successor"), VIACOM INC.,
a corporation duly organized and existing under the laws of the State of
Delaware (the "Guarantor"), and THE BANK OF NEW YORK, a New York banking
corporation organized and existing under the laws of the United States (the
"Trustee"), as Trustee to the Indenture, dated as of September 15, 1991, as
supplemented by the First Supplement thereto, dated as of September 15, 1991,
and the Second Supplement thereto, dated as of March 4, 1992, among the
Company, the Guarantor and the Trustee (as amended, the "Indenture").
RECITALS
WHEREAS, the Company, the Guarantor and the Trustee are parties to the
Indenture, pursuant to which the Company has issued $200 million principal
amount of 10 1/4% Senior Subordinated Notes due 2001, $150 million principal
amount of 9 1/8% Senior Subordinated Notes due 1999 and $100 million principal
amount of 8 3/4% Senior Subordinated Reset Notes due 2001, (collectively, the
"Securities");
WHEREAS, the Guarantor has unconditionally guaranteed the Securities
pursuant to the Indenture (the "Guarantees");
WHEREAS, the Company and the Successor are parties to an Implementation
Agreement dated as of July 24, 1995 (the "Implementation Agreement") pursuant
to which, subject to the terms and conditions stated therein, the Company
shall convey substantially all of its assets to the Successor (the "Conveyance
of Assets") and the Successor shall assume substantially all of the
liabilities of the Company, including liabilities in respect of the Securities
(the "Assumption of Liabilities");
WHEREAS, the Company, the Successor and the Guarantor desire, pursuant to
Section 901 of the Indenture, to supplement and amend the Indenture, in order
to comply with Section 801 of the Indenture;
WHEREAS, the Successor is a corporation validly existing under the laws of
the State of Delaware;
WHEREAS, the Successor has duly authorized the execution and delivery of
this Third Supplemental Indenture to assume all the obligations of the Company
under the Securities and the Indenture;
WHEREAS, immediately after the consummation of the Conveyance of the Assets
and the Assumption of Liabilities in accordance with the Implementation
Agreement, no Default or Event of Default (as defined in the Indenture) has
happened and is continuing; and
WHEREAS, immediately after the consummation of the Conveyance of the Assets
and the Assumption of Liabilities in accordance with the Implementation
Agreement, the conditions of Section 801(X) shall be satisfied.
NOW, THEREFORE, in consideration of the premises, the Company, the
Successor, the Guarantor and the Trustee covenant and agree with each other as
follows:
ARTICLE A
SECTION A.1. From and after the consummation of the Conveyance of Assets and
the Assumption of Liabilities, the Successor hereby assumes all the
obligations of the Company under the Securities and the Indenture; the
Successor shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under the Indenture with the same effect as if
the Successor had been named as the Company therein; and the Company shall be
relieved of all obligations under the Securities and the Indenture.
2
<PAGE>
ARTICLE B
MISCELLANEOUS PROVISIONS
SECTION B.1. This Third Supplemental Indenture is executed by the Company,
the Successor, the Guarantor and the Trustee pursuant to the provisions of
Sections 801 and 901(1) of the Indenture, and the terms and conditions hereof
shall be deemed to be part of the Indenture for all purposes, so that the
Indenture and this Third Supplemental Indenture shall be read, taken and
construed as one and the same instrument. The Indenture, as supplemented and
amended by this Third Supplemental Indenture, is in all respects hereby
adopted, ratified and confirmed. All capitalized terms not defined in this
Third Supplemental Indenture shall have the meanings set forth in the
Indenture.
SECTION B.2. Any notice or communication by the Trustee to the Successor is
duly given if in writing and delivered in person or mailed by first-class mail
to the address set forth below:
Viacom International Services Inc.1515
BroadwayNew York, NY 10036Attention: Chief
Financial Officer, with a copy to
the Office of the General Counsel
SECTION B.3. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS THIRD
SUPPLEMENTAL INDENTURE.
SECTION B.4. This Third Supplemental Indenture may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
SECTION B.5. The Trustee assumes no responsibility for the correctness of
the recitals herein contained, which shall be taken as the statements of the
Company, the Successor and the Guarantor. The Trustee makes no representations
and shall have no responsibility as to the validity or sufficiency of this
Third Supplemental Indenture or the due authorization and execution thereof by
the Company, the Successor and the Guarantor, respectively.
IN WITNESS WHEREOF, the parties have caused this Third Supplemental
Indenture to be duly executed as of the day and year first written above.
VIACOM INTERNATIONAL INC.
/s/ Michael D. Fricklas
By___________________________________
Name: Michael D. Fricklas
Title: Senior Vice President
Deputy General Counsel
VIACOM INTERNATIONAL SERVICES INC.
/s/ Michael D. Fricklas
By___________________________________
Name: Michael D. Fricklas
Title: Senior Vice President
Deputy General Counsel
3
<PAGE>
VIACOM INC.
/s/ Michael D. Fricklas
By___________________________________
Name: Michael D. Fricklas
Title: Senior Vice President
Deputy General Counsel
THE BANK OF NEW YORK
/s/ Mary La Gumina
By___________________________________
Name: Mary La Gumina
Title: Assistant Vice President
4
<PAGE>
EXHIBIT 99.4
EXECUTION COPY
- --------------------------------------------------------------------------------
VIACOM INTERNATIONAL INC.,
ISSUER
AND
VIACOM INTERNATIONAL SERVICES INC.,
SUCCESSOR
AND
THE BANK OF NEW YORK,
TRUSTEE
----------------
FOURTH SUPPLEMENTAL INDENTURE
DATED AS OF JULY 22, 1996
TO BE EFFECTIVE AS OF JULY 31, 1996
SUPPLEMENTING AND AMENDING THE INDENTURE
DATED AS OF OCTOBER 9, 1986
----------------
SENIOR SECURITIES
- --------------------------------------------------------------------------------
<PAGE>
FOURTH SUPPLEMENTAL INDENTURE, dated as of July 22, 1996, to be effective as
of July 31, 1996, among VIACOM INTERNATIONAL INC., a corporation duly
organized and existing under the laws of the State of Delaware (as successor
to Paramount Communications Inc.) (the "Company"), VIACOM INTERNATIONAL
SERVICES INC. (the "Successor") and THE BANK OF NEW YORK, a New York banking
corporation organized and existing under the laws of the United States (the
"Trustee"), as Trustee to the Indenture, dated as of October 9, 1986, as
supplemented by the First Supplement thereto, dated as of August 13, 1992, the
Second Supplement thereto, dated as of June 30, 1993 and the Third Supplement
thereto, dated as of January 3, 1995, between the Company and the Trustee (as
amended, the "Indenture").
RECITALS
WHEREAS, the Company and the Trustee are parties to the Indenture, pursuant
to which the Company has issued $250 million principal amount of 7 1/2% Senior
Notes due 2002, $250 million principal amount of 8 1/4% Senior Notes due 2022,
$150 million principal amount of 5 7/8% Senior Notes due 2000 and $150 million
principal amount of 7 1/2% Senior Notes due 2023 (collectively, the
"Securities");
WHEREAS, the Company and the Successor are parties to an Implementation
Agreement dated as of July 24, 1995 (the "Implementation Agreement") pursuant
to which, subject to the terms and conditions stated therein, the Company
shall convey substantially all of its assets to the Successor (the "Conveyance
of Assets") and the Successor shall assume substantially all of the
liabilities of the Company, including liabilities in respect of the Securities
(the "Assumption of Liabilities");
WHEREAS, the Company and the Successor desire, pursuant to Section 11.01 of
the Indenture, to supplement and amend the Indenture, in order to comply with
Section 10.01 of the Indenture;
WHEREAS, the Successor is a corporation validly existing under the laws of
the State of Delaware;
WHEREAS, the Successor has duly authorized the execution and delivery of
this Fourth Supplemental Indenture to assume all the obligations of the
Company under the Securities and the Indenture; and
WHEREAS, immediately after the consummation of the Conveyance of the Assets
and the Assumption of Liabilities in accordance with the Implementation
Agreement, no Event of Default (as defined in the Indenture) and no event
which, after notice (or acquisition of knowledge) or lapse of time, or both,
would become an Event of Default, has happened and is continuing.
NOW, THEREFORE, in consideration of the premises, the Company, the Successor
and the Trustee covenant and agree with each other as follows:
ARTICLE A
SECTION A.1. From and after the consummation of the Conveyance of Assets and
the Assumption of Liabilities, the Successor hereby assumes all the
obligations of the Company under the Securities and the Indenture; the
Successor shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under the Indenture with the same effect as if
the Successor had been named as the Company therein; and the Company shall be
relieved of all obligations and covenants under the Securities and the
Indenture.
ARTICLE B
MISCELLANEOUS PROVISIONS
SECTION B.1. This Fourth Supplemental Indenture is executed by the Company,
the Successor and the Trustee pursuant to the provisions of Sections 10.01 and
11.01(a) of the Indenture, and the terms and conditions hereof shall be deemed
to be part of the Indenture for all purposes, so that the Indenture and this
Fourth Supplemental Indenture shall be read, taken and construed as one and
the same instrument. The Indenture, as supplemented and amended by this Fourth
Supplemental Indenture, is in all respects hereby adopted, ratified and
confirmed. All capitalized terms not defined in this Fourth Supplemental
Indenture shall have the meanings set forth in the Indenture.
2
<PAGE>
SECTION B.2. Any notice or communication by the Trustee to the Successor is
duly given if in writing and delivered in person or mailed by first-class mail
to the address set forth below:
Viacom International Services Inc.
1515 Broadway
New York, NY 10036
Attention: Chief Financial Officer,
with a copy to the Office of
the General Counsel
SECTION B.3. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS FOURTH
SUPPLEMENTAL INDENTURE.
SECTION B.4. This Fourth Supplemental Indenture may be executed in any
number of counterparts, each of which when so executed shall be deemed to be
an original, but such counterparts shall together constitute but one and the
same instrument.
SECTION B.5. The Trustee assumes no responsibility for the correctness of
the recitals herein contained, which shall be taken as the statements of the
Company and the Successor. The Trustee makes no representations and shall have
no responsibility as to the validity or sufficiency of this Fourth
Supplemental Indenture or the due authorization and execution thereof by the
Company and the Successor, respectively.
IN WITNESS WHEREOF, the parties have caused this Fourth Supplemental
Indenture to be duly executed as of the day and year first written above.
VIACOM INTERNATIONAL INC.
/s/ Michael D. Fricklas
By___________________________________
Name: Michael D. Fricklas
Title: Senior Vice President
Deputy General Counsel
VIACOM INTERNATIONAL SERVICES INC.
/s/ Michael D. Fricklas
By___________________________________
Name: Michael D. Fricklas
Title: Senior Vice President
Deputy General Counsel
THE BANK OF NEW YORK
/s/ Mary LaGumina
By___________________________________
Name: Mary LaGumina
Title: Assistant Vice President
3
<PAGE>
EXHIBIT 99.5
EXECUTION COPY
- --------------------------------------------------------------------------------
VIACOM INTERNATIONAL INC.,
ISSUER
AND
VIACOM INTERNATIONAL SERVICES INC.,
SUCCESSOR
AND
THE CHASE MANHATTAN BANK,
TRUSTEE
----------------
SUPPLEMENTAL INDENTURE
DATED AS OF JULY 22, 1996
TO BE EFFECTIVE AS OF JULY 31, 1996
SUPPLEMENTING AND AMENDING THE INDENTURE
DATED AS OF APRIL 15, 1973,
AS SUPPLEMENTED BY THE SUPPLEMENTAL INDENTURE
DATED AS OF JANUARY 3, 1995
----------------
7% SUBORDINATED DEBENTURES SERIES A
DUE JULY 1, 2003
- --------------------------------------------------------------------------------
<PAGE>
SUPPLEMENTAL INDENTURE, dated as of July 22, 1996, to be effective as of
July 31, 1996, among VIACOM INTERNATIONAL INC., a corporation duly organized
and existing under the laws of the State of Delaware (as successor to
Paramount Communications Inc.) (the "Company"), VIACOM INTERNATIONAL SERVICES
INC. (the "Successor") and THE CHASE MANHATTAN BANK (formerly known as
Chemical Bank), a New York banking corporation, as successor to Manufacturers
Hanover Trust Company (the "Trustee"), as Trustee to the Indenture, dated as
of April 15, 1973, as supplemented by the Supplement thereto, dated as of
January 3, 1995, between the Company and the Trustee (as amended, the
"Indenture").
RECITALS
WHEREAS, the Company and the Trustee are parties to the Indenture, pursuant
to which the Company has issued the 7% Subordinated Debentures Series A due
July 1, 2003, the ("Securities");
WHEREAS, the Company and the Successor are parties to an Implementation
Agreement dated as of July 24, 1995 pursuant to which, subject to the terms
and conditions stated therein, the Company shall convey substantially all of
its assets to the Successor (the "Conveyance") and the Successor shall assume
substantially all of the liabilities of the Company, including liabilities in
respect of the Securities;
WHEREAS, the Conveyance is expected to occur on July 31, 1996; and
WHEREAS, the Company and the Successor desire, pursuant to Section 11.01(a)
of the Indenture, to supplement and amend the Indenture, in order to comply
with Section 12.01 of the Indenture.
NOW, THEREFORE, in consideration of the premises, the Company, the Successor
and the Trustee covenant and agree with each other as follows:
ARTICLE A
SECTION A.1. The Successor hereby represents and warrants to the Trustee and
to the Holders of the Securities as follows:
(a) The Successor is a corporation organized and existing under the laws
of the State of Delaware.
(b) Immediately after giving effect to the Conveyance no Event of Default
and no event which, after notice or lapse of time, or both, would become an
Event of Default has happened and is continuing.
ARTICLE B
SECTION B.1. The Successor hereby expressly assumes the due and punctual
payment of the principal of (and premium, if any) and interest on the
Securities, according to their tenor, and the performance of all the terms,
covenants and conditions of the Indenture and all the obligations to be kept
or performed by the Company under the Securities and the Indenture; the
Successor shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under the Indenture with the same effect as if
the Successor had been named as the Company therein; and the Company shall be
relieved of all obligations and covenants under the Securities and the
Indenture.
ARTICLE C
MISCELLANEOUS PROVISIONS
SECTION C.1. This Supplemental Indenture is executed by the Company, the
Successor and the Trustee pursuant to the provisions of Section 11.01(a) and
12.01 of the Indenture, and the terms and conditions hereof shall be deemed to
be part of the Indenture for all purposes, so that the Indenture and this
Supplemental Indenture shall be read, taken and construed as one and the same
instrument. The Indenture, as supplemented and amended by this Supplemental
Indenture, is in all respects hereby adopted, ratified and confirmed. All
capitalized terms not defined in this Supplemental Indenture shall have the
meanings set forth in the Indenture.
2
<PAGE>
SECTION C.2. Except as otherwise expressly provided or unless the context
otherwise requires, all terms used herein which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
SECTION C.3. Any notice or communication by the Trustee to the Successor is
duly given if in writing and delivered in person or mailed by first-class mail
to the address set forth below:
Viacom International Services Inc.1515
BroadwayNew York, NY 10036Attention: Chief
Financial Officer, with a copy to
the Office of the General Counsel
SECTION C.4. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS
SUPPLEMENTAL INDENTURE.
SECTION C.5. This Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
SECTION C.6. The Trustee assumes no responsibility for the correctness of
the recitals herein contained, which shall be taken as the statements of the
Company and the Successor. The Trustee makes no representations and shall have
no responsibility as to the validity or sufficiency of this Supplemental
Indenture or the due authorization and execution thereof by the Company and
the Successor, respectively.
IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to
be duly executed as of the day and year first written above.
VIACOM INTERNATIONAL INC.
/s/ Michael D. Fricklas
By___________________________________
Name: Michael D. Fricklas
Title: Senior Vice President
Deputy General Counsel
VIACOM INTERNATIONAL SERVICES INC.
/s/ Michael D. Fricklas
By___________________________________
Name: Michael D. Fricklas
Title: Senior Vice President
Deputy General Counsel
THE CHASE MANHATTAN BANK
/s/ Andrew M. Deck
By___________________________________
Name: Andrew M. Deck
Title: Senior Trust Officer
3
<PAGE>
EXHIBIT 99.6
EXECUTION COPY
- --------------------------------------------------------------------------------
VIACOM INTERNATIONAL INC.,
ISSUER
AND
VIACOM INTERNATIONAL SERVICES INC.,
SUCCESSOR
AND
THE CHASE MANHATTAN BANK,
TRUSTEE
----------------
SUPPLEMENTAL INDENTURE
DATED AS OF JULY 22, 1996
TO BE EFFECTIVE AS OF JULY 31, 1996
SUPPLEMENTING AND AMENDING THE INDENTURE
DATED AS OF APRIL 15, 1973,
AS SUPPLEMENTED BY THE SUPPLEMENTAL INDENTURE
DATED AS OF JANUARY 3, 1995
----------------
7% SUBORDINATED DEBENTURES SERIES B
DUE JULY 1, 2003
- --------------------------------------------------------------------------------
<PAGE>
SUPPLEMENTAL INDENTURE, dated as of July 22, 1996, to be effective as of
July 31, 1996, among VIACOM INTERNATIONAL INC., a corporation duly organized
and existing under the laws of the State of Delaware (as successor to
Paramount Communications Inc.) (the "Company"), VIACOM INTERNATIONAL SERVICES
INC. (the "Successor") and THE CHASE MANHATTAN BANK, a banking corporation
organized and existing under the laws of the State of New York (the
"Trustee"), as Trustee to the Indenture, dated as of April 15, 1973, as
supplemented by the Supplement thereto, dated as of January 3, 1995, between
the Company and the Trustee (as amended, the "Indenture").
RECITALS
WHEREAS, the Company and the Trustee are parties to the Indenture, pursuant
to which the Company has issued the 7% Subordinated Debentures Series B due
2003, the ("Securities");
WHEREAS, the Company and the Successor are parties to an Implementation
Agreement dated as of July 24, 1995 pursuant to which, subject to the terms
and conditions stated therein, the Company shall convey substantially all of
its assets to the Successor and the Successor shall assume substantially all
of the liabilities of the Company, including liabilities in respect of the
Securities; and
WHEREAS, the Company and the Successor desire, pursuant to Section 11.01 of
the Indenture, to supplement and amend the Indenture, in order to comply with
Section 12.01 of the Indenture.
NOW, THEREFORE, in consideration of the premises, the Company, the Successor
and the Trustee covenant and agree with each other as follows:
ARTICLE A
SECTION A.1. The Successor hereby assumes all the covenants, agreements and
obligations of the Company under the Securities and the Indenture, including
the due and punctual payment of the principal of and interest on the
Securities; the Successor shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under the Indenture with the
same effect as if the Successor had been named as the Company therein; and the
Company shall be relieved of all obligations and covenants under the
Securities and the Indenture.
ARTICLE B
MISCELLANEOUS PROVISIONS
SECTION B.1. This Supplemental Indenture is executed by the Company, the
Successor and the Trustee pursuant to the provisions of Section 11.01(a) and
12.01 of the Indenture, and the terms and conditions hereof shall be deemed to
be part of the Indenture for all purposes, so that the Indenture and this
Supplemental Indenture shall be read, taken and construed as one and the same
instrument. The Indenture, as supplemented and amended by this Supplemental
Indenture, is in all respects hereby adopted, ratified and confirmed. All
capitalized terms not defined in this Supplemental Indenture shall have the
meanings set forth in the Indenture.
SECTION B.2. Any notice or communication by the Trustee to the Successor is
duly given if in writing and delivered in person or mailed by first-class mail
to the address set forth below:
Viacom International Services Inc.1515
BroadwayNew York, NY 10036Attention: Chief
Financial Officer, with a copy to
the Office of the General Counsel
2
<PAGE>
SECTION B.3. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS
SUPPLEMENTAL INDENTURE.
SECTION B.4. This Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
SECTION B.5. The Trustee assumes no responsibility for the correctness of
the recitals herein contained, which shall be taken as the statements of the
Company and the Successor. The Trustee makes no representations and shall have
no responsibility as to the validity or sufficiency of this Supplemental
Indenture or the due authorization and execution thereof by the Company and
the Successor, respectively.
IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to
be duly executed as of the day and year first written above.
VIACOM INTERNATIONAL INC.
/s/ Michael D. Fricklas
By___________________________________
Name: Michael D. Fricklas
Title: Senior Vice President
Deputy General Counsel
VIACOM INTERNATIONAL SERVICES INC.
/s/ Michael D. Fricklas
By___________________________________
Name: Michael D. Fricklas
Title: Senior Vice President
Deputy General Counsel
THE CHASE MANHATTAN BANK
/s/ Ronald J. Halleran
By___________________________________
Name: Ronald J. Halleran
Title: Second Vice President
3
<PAGE>
EXHIBIT 99.7
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this "Agreement") dated as
of July 22, 1996, to be effective as of July 31, 1996 between VIACOM
INTERNATIONAL INC., a Delaware corporation (the "Assignor"), and VIACOM
INTERNATIONAL SERVICES INC., a Delaware corporation (the "Assignee").
W I T N E S S E T H :
WHEREAS, the Assignor is the guarantor under a Guarantee dated as of
December 15, 1994 (the "Guarantee") in favor of the holders of the 8%
Exchangeable Subordinated Debentures due 2006 of Viacom Inc. ("Viacom");
WHEREAS, the Assignor and the Assignee are parties to an Implementation
Agreement dated as of July 24, 1995 (the "Implementation Agreement") pursuant
to which, subject to the terms and conditions stated therein, the Assignor
shall convey substantially all of its assets to the Assignee (the "Conveyance
of Assets") and the Assignee shall assume substantially all of the liabilities
of the Assignor (the "Assumption of Liabilities");
WHEREAS, the parties hereto will derive substantial direct and indirect
benefits from the transactions contemplated by the Implementation Agreement
and the other agreements contemplated thereby;
WHEREAS, the parties hereto anticipate that shortly after the consummation
of the Conveyance of Assets and the Assumption of Liabilities, the Assignor
shall change its name to TCI Pacific Communications Inc. and the Assignee
shall change its name to Viacom International Inc.;
WHEREAS, in connection with the Conveyance of Assets and the Assumption of
Liabilities, the Assignee is willing to assume, and the Assignor is willing to
assign, all of the Assignor's rights and obligations under the Guarantee; and
WHEREAS, effective upon such assumption by the Assignee, the parties desire
to amend the Guarantee as herein provided.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Assignor and the Assignee hereby agree as follows:
1. The Assignor hereby irrevocably assigns, without recourse, and the
Assignee hereby assumes, all of the rights and obligations of the Assignor
under the Guarantee, and the Assignor agrees to perform and to be bound by all
of the terms, covenants and conditions of the Guarantee which were binding
upon, and to be kept, observed or performed by, the Assignor.
2. Upon the assignment hereunder, the Assignor shall be released and
discharged from all obligations and duties under or in connection with the
Guarantee.
3. Notwithstanding anything to the contrary in Sections 2 and 3 hereof, the
assignment and assumption hereunder of the Guarantee shall become effective
concurrently with the Conveyance of Assets and the Assumption of Liabilities
in accordance with the Implementation Agreement.
4. In furtherance of the foregoing, from and after the date of this
Agreement, the Guarantee is hereby amended so that all references therein to
"Viacom International Inc." or "the Guarantor" are hereby deemed to be
references to "Viacom International Services Inc.", until such time as the
Assignee changes its name to "Viacom International Inc.", from which time all
references to "Viacom International Inc." or the "Guarantor" shall be deemed
to be references to the Assignee and any successor thereto.
1
<PAGE>
5. On an after the date hereof, each reference in the Guarantee to "this
Guarantee", "hereunder", "hereof" or words of like import referring to the
Guarantee, shall mean and be a reference to the Guarantee as amended hereby.
6. Except as specifically provided by this Agreement, the Guarantee is and
shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed.
7. This Agreement may be executed in one or more counterparts, and by the
different parties hereto in separate counterparts each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
8. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS AMENDMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
VIACOM INTERNATIONAL INC.
/s/ Vaughn Clarke
By___________________________________
Name:
Title:
VIACOM INTERNATIONAL SERVICES INC.
/s/ Vaughn Clarke
By___________________________________
Name:
Title:
2
<PAGE>
EXHIBIT 99.8
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this "Agreement") dated as
of July 22, 1996, to be effective as of July 31, 1996 between VIACOM
INTERNATIONAL INC., a Delaware corporation (the "Assignor"), and VIACOM
INTERNATIONAL SERVICES INC., a Delaware corporation (the "Assignee").
W I T N E S S E T H :
WHEREAS, the Assignor is the guarantor under a Guarantee dated as of
December 15, 1994 (the "Guarantee") in favor of the holders of the 6 5/8%
Senior Notes due 1998 of Viacom Inc. (as successor to Blockbuster
Entertainment Corporation) ("Viacom");
WHEREAS, the Assignor and the Assignee are parties to an Implementation
Agreement dated as of July 24, 1995 (the "Implementation Agreement") pursuant
to which, subject to the terms and conditions stated therein, the Assignor
shall convey substantially all of its assets to the Assignee (the "Conveyance
of Assets") and the Assignee shall assume substantially all of the liabilities
of the Assignor (the "Assumption of Liabilities");
WHEREAS, the parties hereto will derive substantial direct and indirect
benefits from the transactions contemplated by the Implementation Agreement
and the other agreements contemplated thereby;
WHEREAS, the parties hereto anticipate that shortly after the consummation
of the Conveyance of Assets and the Assumption of Liabilities, the Assignor
shall change its name to TCI Pacific Communications Inc. and the Assignee
shall change its name to Viacom International Inc.;
WHEREAS, in connection with the Conveyance of Assets and the Assumption of
Liabilities, the Assignee is willing to assume, and the Assignor is willing to
assign, all of the Assignor's rights and obligations under the Guarantee; and
WHEREAS, effective upon such assumption by the Assignee, the parties desire
to amend the Guarantee as herein provided.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Assignor and the Assignee hereby agree as follows:
1. The Assignor hereby irrevocably assigns, without recourse, and the
Assignee hereby assumes, all of the rights and obligations of the Assignor
under the Guarantee, and the Assignor agrees to perform and to be bound by all
of the terms, covenants and conditions of the Guarantee which were binding
upon, and to be kept, observed or performed by, the Assignor.
2. Upon the assignment hereunder, the Assignor shall be released and
discharged from all obligations and duties under or in connection with the
Guarantee.
3. Notwithstanding anything to the contrary in Sections 2 and 3 hereof, the
assignment and assumption hereunder of the Guarantee shall become effective
concurrently with the Conveyance of Assets and the Assumption of Liabilities
in accordance with the Implementation Agreement.
4. In furtherance of the foregoing, from and after the date of this
Agreement, the Guarantee is hereby amended so that all references therein to
"Viacom International Inc." or "the Guarantor" are hereby deemed to be
references to "Viacom International Services Inc.", until such time as the
Assignee changes its name to "Viacom International Inc.", from which time all
references to "Viacom International Inc." or the "Guarantor" shall be deemed
to be references to the Assignee and any successor thereto.
5. On and after the date hereof, each reference in the Guarantee to "this
Guarantee", "hereunder", "hereof" or words of like import referring to the
Guarantee, shall mean and be a reference to the Guarantee as amended hereby.
1
<PAGE>
6. Except as specifically provided by this Agreement, the Guarantee is and
shall continue to be in full force and effect and is hereby in all respect
ratified and confirmed.
7. This Agreement may be executed in one or more counterparts, and by the
different parties hereto in separate counterparts each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
8. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
VIACOM INTERNATIONAL INC.
/s/ Vaughn Clarke
By___________________________________
Name:
Title:
VIACOM INTERNATIONAL SERVICES INC.
/s/ Vaughn Clarke
By___________________________________
Name:
Title:
2
<PAGE>
EXHIBIT 99.9
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this "Agreement") dated as
of July 22, 1996, to be effective as of July 31, 1996 between VIACOM
INTERNATIONAL INC., a Delaware corporation, as successor to PARAMOUNT
COMMUNICATIONS INC. (the "Assignor"), and VIACOM INTERNATIONAL SERVICES INC.,
a Delaware corporation (the "Assignee").
W I T N E S S E T H :
WHEREAS, the Assignor is the guarantor under a Guarantee dated as of
December 15, 1994 (the "Guarantee") in favor of the holders of the 8%
Exchangeable Subordinated Debentures due 2006 of Viacom Inc. ("Viacom");
WHEREAS, the Assignor and the Assignee are parties to an Implementation
Agreement dated as of July 24, 1995 (the "Implementation Agreement") pursuant
to which, subject to the terms and conditions stated therein, the Assignor
shall convey substantially all of its assets to the Assignee (the "Conveyance
of Assets") and the Assignee shall assume substantially all of the liabilities
of the Assignor (the "Assumption of Liabilities");
WHEREAS, the parties hereto will derive substantial direct and indirect
benefits from the transactions contemplated by the Implementation Agreement
and the other agreements contemplated thereby;
WHEREAS, the parties hereto anticipate that shortly after the consummation
of the Conveyance of Assets and the Assumption of Liabilities, the Assignor
shall change its name to TCI Pacific Communications Inc. and the Assignee
shall change its name to Viacom International Inc.;
WHEREAS, in connection with the Conveyance of Assets and the Assumption of
Liabilities, the Assignee is willing to assume, and the Assignor is willing to
assign, all of the Assignor's rights and obligations under the Guarantee; and
WHEREAS, effective upon such assumption by the Assignee, the parties desire
to amend the Guarantee as herein provided.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Assignor and the Assignee hereby agree as follows:
1. The Assignor hereby irrevocably assigns, without recourse, and the
Assignee hereby assumes, all of the rights and obligations of the Assignor
under the Guarantee, and the Assignor agrees to perform and to be bound by all
of the terms, covenants and conditions of the Guarantee which were binding
upon, and to be kept, observed or performed by, the Assignor.
2. Upon the assignment hereunder, the Assignor shall be released and
discharged from all obligations and duties under or in connection with the
Guarantee.
3. Notwithstanding anything to the contrary in Sections 2 and 3 hereof, the
assignment and assumption hereunder of the Guarantee shall become effective
concurrently with the Conveyance of Assets and the Assumption of Liabilities
in accordance with the Implementation Agreement.
4. In furtherance of the foregoing, from and after the date of this
Agreement, the Guarantee is hereby amended so that all references therein to
"Paramount Communications Inc." or "the Guarantor" are hereby deemed to be
references to "Viacom International Services Inc.", until such time as the
Assignee changes its name to "Viacom International Inc.", from which time all
references to "Paramount Communications Inc." or the "Guarantor" shall be
deemed to be references to the Assignee and any successor thereto.
1
<PAGE>
5. On and after the date hereof, each reference in the Guarantee to "this
Guarantee", "hereunder", "hereof" or words of like import referring to the
Guarantee, shall mean and be a reference to the Guarantee as amended hereby.
6. Except as specifically provided by this Agreement, the Guarantee is and
shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed.
7. This Agreement may be executed in one or more counterparts, and by the
different parties hereto in separate counterparts each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
8. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS AMENDMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
VIACOM INTERNATIONAL INC. as
successor to PARAMOUNT
COMMUNICATIONS INC.
/s/ Vaughn Clarke
By___________________________________
Name:
Title:
VIACOM INTERNATIONALSERVICES INC.
/s/ Vaughn Clarke
By___________________________________
Name:
Title:
2
<PAGE>
EXHIBIT 99.10
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this "Agreement") dated as
of July 22, 1996, to be effective as of July 31, 1996 between VIACOM
INTERNATIONAL INC., a Delaware corporation, as successor to PARAMOUNT
COMMUNICATIONS INC. (the "Assignor"), and VIACOM INTERNATIONAL SERVICES INC.,
a Delaware corporation (the "Assignee").
W I T N E S S E T H :
WHEREAS, the Assignor is the guarantor under a Guarantee dated as of
December 15, 1994 (the "Guarantee") in favor of the holders of the 6 5/8%
Senior Notes due 1998 of Viacom Inc. (as successor to Blockbuster
Entertainment Corporation) ("Viacom");
WHEREAS, the Assignor and the Assignee are parties to an Implementation
Agreement dated as of July 24, 1995 (the "Implementation Agreement") pursuant
to which, subject to the terms and conditions stated therein, the Assignor
shall convey substantially all of its assets to the Assignee (the "Conveyance
of Assets") and the Assignee shall assume substantially all of the liabilities
of the Assignor (the "Assumption of Liabilities");
WHEREAS, the parties hereto will derive substantial direct and indirect
benefits from the transactions contemplated by the Implementation Agreement
and the other agreements contemplated thereby.
WHEREAS, the parties hereto anticipate that shortly after the consummation
of the Conveyance of Assets and the Assumption of Liabilities, the Assignor
shall change its name to TCI Pacific Communications Inc. and the Assignee
shall change its name to Viacom International Inc.;
WHEREAS, in connection with the Conveyance of Assets and the Assumption of
Liabilities, the Assignee is willing to assume, and the Assignor is willing to
assign, all of the Assignor's rights and obligations under the Guarantee; and
WHEREAS, effective upon such assumption by the Assignee, the parties desire
to amend the Guarantee as herein provided.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Assignor and the Assignee hereby agree as follows:
1. The Assignor hereby irrevocably assigns, without recourse, and the
Assignee hereby assumes, all of the rights and obligations of the Assignor
under the Guarantee, and the Assignor agrees to perform and to be bound by all
of the terms, covenants and conditions of the Guarantee which were binding
upon, and to be kept, observed or performed by, the Assignor.
2. Upon the assignment hereunder, the Assignor shall be released and
discharged from all obligations and duties under or in connection with the
Guarantee.
3. Notwithstanding anything to the contrary in Sections 2 and 3 hereof, the
assignment and assumption hereunder of the Guarantee shall become effective
concurrently with the Conveyance of Assets and the Assumption of Liabilities
in accordance with the Implementation Agreement.
4. In furtherance of the foregoing, from and after the date of this
Agreement, the Guarantee is hereby amended so that all references therein to
"Paramount Communications Inc." or "the Guarantor" are hereby deemed to be
references to "Viacom International Services Inc.", until such time as the
Assignee changes its name to "Viacom International Inc.", from which time all
references to "Paramount Communications Inc." or the "Guarantor" shall be
deemed to be references to the Assignee and any successor thereto.
1
<PAGE>
5. On and after the date hereof, each reference in the Guarantee to "this
Guarantee", "hereunder", "hereof" or words of like import referring to the
Guarantee, shall mean and be a reference to the Guarantee as amended hereby.
6. Except as specifically provided by this Agreement, the Guarantee is and
shall continue to be in full force and effect and is hereby in all respect
ratified and confirmed.
7. This Agreement may be executed in one or more counterparts, and by the
different parties hereto in separate counterparts each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
8. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
VIACOM INTERNATIONAL INC. as
successor to PARAMOUNT
COMMUNICATIONS INC.
/s/ Vaughn Clarke
By___________________________________
Name:
Title:
VIACOM INTERNATIONAL SERVICES INC.
/s/ Vaughn Clarke
By___________________________________
Name:
Title:
2
<PAGE>
EXHIBIT 99.11
AMENDMENT TO VIACOM GUARANTEE (this "Amendment to Guarantee") dated as of
July 22, 1996, to be effective as of July 31, 1996 by VIACOM INC., a Delaware
corporation (the "Guarantor").
W I T N E S S E T H :
WHEREAS, the Guarantor is the guarantor under a Guarantee dated as of
December 15, 1994 (the "Guarantee") in favor of the holders of the 7 1/2%
Senior Notes due 2002, 8 1/4% Senior Notes due 2022, 5 7/8% Senior Notes due
2000 and 7 1/2% Senior Notes due 2023 (collectively, the "Securities") of
Viacom International Inc., a Delaware corporation (the "Assignor") (as
successor to Paramount Communications Inc.);
WHEREAS, the Assignor and Viacom International Services Inc., a Delaware
corporation (the "Assignee") are parties to an Implementation Agreement dated
as of July 24, 1995 (the "Implementation Agreement") pursuant to which,
subject to the terms and conditions stated therein, the Assignor shall convey
substantially all of its assets to the Assignee (the "Conveyance of Assets")
and the Assignee shall assume substantially all of the liabilities of the
Assignor (the "Assumption of Liabilities");
WHEREAS, under a Supplemental Indenture (the "Supplemental Indenture"), of
even date herewith, among the Assignor, the Assignee and The Bank of New York,
Trustee, the Assignor shall assign its obligations under the Securities to the
Assignee;
WHEREAS, the Guarantor anticipates that shortly after the consummation of
the Conveyance of Assets and the Assumption of Liabilities, the Assignor shall
change its name to TCI Pacific Communications Inc. and the Assignee shall
change its name to Viacom International Inc.;
WHEREAS, the Guarantor will derive substantial direct and indirect benefits
from the transactions contemplated by the Implementation Agreement and the
other agreements contemplated thereby; and
WHEREAS, effective upon the Assumption of Liabilities by the Assignee, the
Guarantor desires to amend the Guarantee as herein provided.
NOW, THEREFORE, in consideration of the premises herein contained, the
Guarantor hereby agrees as follows:
1. The Guarantor hereby irrevocably reaffirms all of the rights and
obligations of the Guarantor under the Guarantee, and the Guarantor agrees to
perform and to be bound by all of the terms, covenants and conditions of the
Guarantee which were binding upon, and to be kept, observed or performed by it
prior to the execution of the Supplemental Indenture.
2. The reaffirmation hereunder of the Guarantee shall become effective
concurrently with the Conveyance of Assets and the Assumption of Liabilities
in accordance with the Implementation Agreement.
3. In furtherance of the foregoing, from and after the date of this
Amendment, the Guarantee is hereby amended so that all references therein to
"Paramount Communications Inc." or "Paramount" are hereby deemed to be
references to "Viacom International Services Inc.", until such time as the
Assignee changes its name to "Viacom International Inc.", from which time all
references to "Paramount Communications Inc." and "Paramount" shall be deemed
to be references to the Assignee and any successor thereto.
4. On and after the date hereof, each reference in the Guarantee to "this
Guarantee", "hereunder", "hereof" or words of like import referring to the
Guarantee, shall mean and be a reference to the Guarantee as amended hereby.
1
<PAGE>
5. Except as specifically provided by this Amendment to Guarantee, the
Guarantee is and shall continue to be in full force and effect and is hereby
in all respects ratified and confirmed.
6. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS AMENDMENT TO
GUARANTEE.
IN WITNESS WHEREOF, the Guarantor has caused this Amendment to Guarantee to
be duly executed as of the date first above written.
VIACOM INC.
/s/ Vaughn Clarke
By___________________________________
Name: Title:
2
<PAGE>
EXHIBIT 99.12
AMENDMENT TO VIACOM GUARANTEE (this "Amendment to Guarantee") dated as of
July 22, 1996, to be effective as of July 22, 1996, to be effective as of July
31, 1996 by VIACOM INC., a Delaware corporation (the "Guarantor").
W I T N E S S E T H :
WHEREAS, the Guarantor is the guarantor under a Guarantee dated as of
December 15, 1994 (the "Guarantee") in favor of the holders of the 7%
Subordinated Debentures Series A due 2003 (the "Debentures") of Viacom
International Inc., a Delaware corporation (the "Assignor") (as successor to
Paramount Communications Inc. (as successor to Gulf & Western Industries,
Inc.));
WHEREAS, the Assignor and Viacom International Services Inc., a Delaware
corporation (the "Assignee") are parties to an Implementation Agreement dated
as of July 24, 1995 (the "Implementation Agreement") pursuant to which,
subject to the terms and conditions stated therein, the Assignor shall convey
substantially all of its assets to the Assignee (the "Conveyance of Assets")
and the Assignee shall assume substantially all of the liabilities of the
Assignor (the "Assumption of Liabilities");
WHEREAS, under a Supplemental Indenture (the "Supplemental Indenture") of
even date herewith, among the Assignor, the Assignee and The Chase Manhattan
Bank (as successor to The Chemical Bank), Trustee, the Assignor shall assign
its obligations under the Debentures to the Assignee;
WHEREAS, the Guarantor anticipates that shortly after the consummation of
the Conveyance of Assets and the Assumption of Liabilities, the Assignor shall
change its name to TCI Pacific Communications Inc. and the Assignee shall
change its name to Viacom International Inc.;
WHEREAS, the Guarantor will derive substantial direct and indirect benefits
from the transactions contemplated by the Implementation Agreement and the
other agreements contemplated thereby; and
WHEREAS, effective upon the Assumption of Liabilities by the Assignee, the
Guarantor desires to amend the Guarantee as herein provided.
NOW, THEREFORE, in consideration of the premises herein contained, the
Guarantor hereby agrees as follows:
1. The Guarantor hereby irrevocably reaffirms all of the rights and
obligations of the Guarantor under the Guarantee, and the Guarantor agrees to
perform and to be bound by all of the terms, covenants and conditions of the
Guarantee which were binding upon, and to be kept, observed or performed by it
prior to the execution of the Supplemental Indenture.
2. The reaffirmation hereunder of the Guarantee shall become effective
concurrently with the Conveyance of Assets and the Assumption of Liabilities
in accordance with the Implementation Agreement.
3. In furtherance of the foregoing, from and after the date of this
Amendment, the Guarantee is hereby amended so that all references therein to
"Paramount Communications Inc." or "Paramount" are hereby deemed to be
references to "Viacom International Services Inc.", until such time as the
Assignee changes its name to "Viacom International Inc.", from which time all
references to "Paramount Communications Inc." and "Paramount" shall be deemed
to be references to the Assignee and any successor thereto.
4. On and after the date hereof, each reference in the Guarantee to "this
Guarantee", "hereunder", "hereof" or words of like import referring to the
Guarantee, shall mean and be a reference to the Guarantee as amended hereby.
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5. Except as specifically provided by this Agreement to Guarantee, the
Guarantee is and shall continue to be in full force and effect and is hereby
in all respects ratified and confirmed.
6. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS AMENDMENT TO
GUARANTEE.
IN WITNESS WHEREOF, the Guarantor has caused this Amendment to Guarantee to
be duly executed as of the date first above written.
VIACOM INC.
/s/ Vaughn Clarke
By___________________________________
Name:
Title:
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EXHIBIT 99.13
AMENDMENT TO VIACOM GUARANTEE (this "Amendment to Guarantee") dated as of
July 22, 1996, to be effective as of July 31, 1996 by VIACOM INC., a Delaware
corporation (the "Guarantor").
W I T N E S S E T H :
WHEREAS, the Guarantor is the guarantor under a Guarantee dated as of
December 15, 1994 (the "Guarantee") in favor of the holders of the 7%
Subordinated Debentures Series B due 2003 (the "Debentures") of Viacom
International Inc., a Delaware corporation (the "Assignor") (as successor to
Paramount Communications Inc. (as successor to Gulf & Western Industries
Inc.));
WHEREAS, the Assignor and Viacom International Services Inc., a Delaware
corporation (the "Assignee") are parties to an Implementation Agreement dated
as of July 24, 1995 (the "Implementation Agreement") pursuant to which,
subject to the terms and conditions stated therein, the Assignor shall convey
substantially all of its assets to the Assignee (the "Conveyance of Assets")
and the Assignee shall assume substantially all of the liabilities of the
Assignor (the "Assumption of Liabilities");
WHEREAS, under a Supplemental Indenture (the "Supplemental Indenture"), of
even date herewith, among the Assignor, the Assignee and The Chase Manhattan
Bank, Trustee, the Assignor shall assign its obligations under the Debentures
to the Assignee;
WHEREAS, the Guarantor anticipates that shortly after the consummation of
the Conveyance of Assets and the Assumption of Liabilities, the Assignor shall
change its name to TCI Pacific Communications Inc. and the Assignee shall
change its name to Viacom International Inc.;
WHEREAS, the Guarantor will derive substantial direct and indirect benefits
from the transactions contemplated by the Implementation Agreement and the
other agreements contemplated thereby; and
WHEREAS, effective upon the Assumption of Liabilities by the Assignee, the
Guarantor desires to amend the Guarantee as herein provided.
NOW, THEREFORE, in consideration of the premises herein contained, the
Guarantor hereby agrees as follows:
1. The Guarantor hereby irrevocably reaffirms all of the rights and
obligations of the Guarantor under the Guarantee, and the Guarantor agrees to
perform and to be bound by all of the terms, covenants and conditions of the
Guarantee which were binding upon, and to be kept, observed or performed by it
prior to the execution of the Supplemental Indenture.
2. The reaffirmation hereunder of the Guarantee shall become effective
concurrently with the Conveyance of Assets and the Assumption of Liabilities
in accordance with the Implementation Agreement.
3. In furtherance of the foregoing, from and after the date of this
Amendment, the Guarantee is hereby amended so that all references therein to
"Paramount Communications Inc." or "Paramount" are hereby deemed to be
references to "Viacom International Services Inc.", until such time as the
Assignee changes its name to "Viacom International Inc.", from which time all
references to "Paramount Communications Inc." and "Paramount" shall be deemed
to be references to the Assignee and any successor thereto.
4. On and after the date hereof, each reference in the Guarantee to "this
Guarantee", "hereunder", "hereof" or words of like import referring to the
Guarantee, shall mean and be a reference to the Guarantee as amended hereby.
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5. Except as specifically provided by this Amendment to Guarantee, the
Guarantee is and shall continue to be in full force and effect and is hereby
in all respects ratified and confirmed.
6. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS AMENDMENT TO
GUARANTEE.
IN WITNESS WHEREOF, the Guarantor has caused this Amendment to Guarantee to
be duly executed as of the date first above written.
VIACOM INC.
/s/ Vaughn Clarke
By___________________________________
Name:
Title:
2
