SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (date of earliest event reported): December 15, 1994
VIACOM INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-9554 04-2980402
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1515 Broadway, New York, New York 10036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 258-6000
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1
Item 5. Other Events
------------
On December 14, 1994, the Boards of Directors of Viacom Inc., Viacom
International Inc. and Paramount Communications Inc. each unanimously approved
the institution of guarantees whereby each company will guarantee all of the
outstanding indebtedness of each other. The guarantees we xecuted on December
15, 1994.
Copies of the guarantees are attached as exhibits hereto and are
incorporated by reference herein.
Item 7. Financial Statements and Exhibits
----------------------------------
(c) Exhibits.
99.1 Guarantee dated as of December 15, 1994
made by Viacom International Inc. in
favor of the holders of the 7-1/2%
Senior Notes of Paramount Communications
Inc. ("Paramount"), the 8-1/4% Senior
Debentures of Paramount, the 7-1/2%
Senior Debentures of Paramount and the
5-7/8% Senior Notes of Paramount
99.2 Guarantee dated as of December 15, 1994
made by Viacom International Inc. in
favor of Massachusetts Mutual Life
Insurance Company as holder of the 8.30%
Senior ESOP Note of Paramount
Communications Inc.
99.3 Guarantee dated as of December 15, 1994
made by Viacom International Inc. in
favor of the holders of the 6-5/8%
Senior Notes of Viacom Inc.
99.4 Guarantee dated as of December 15, 1994
made by Viacom International Inc. in
favor of the holders of the 7%
Subordinated Debentures, Series A, of
Paramount Communications Inc.
99.5 Guarantee dated as of December 15, 1994
made by Viacom International Inc. in
favor of the holders of the 7%
Subordinated Debentures, Series B, of
Paramount Communications Inc.
99.6 Guarantee dated as of December 15, 1994
made by Viacom International Inc. in
favor of the holders of the 8%
Exchangeable Subordinated Debentures of
Viacom Inc.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VIACOM INTERNATIONAL INC.
Date: December 15, 1994 By: /s/ Michael D. Fricklas
---------------------------------
Name: Michael D. Fricklas
Title: Senior Vice President,
Deputy General Counsel
3
EXHIBIT INDEX
Exhibit No. Description
99.1 Guarantee dated as of December 15, 1994
made by Viacom International Inc. in
favor of the holders of the 7-1/2%
Senior Notes of Paramount Communications
Inc., the 8-1/4% Senior Debentures of
Paramount, the 7-1/2% Senior Debentures
of Paramount and the 5-7/8% Senior Notes
of Paramount
99.2 Guarantee dated as of December 15, 1994
made by Viacom International Inc. in
favor of Massachusetts Mutual Life
Insurance Company as holder of the 8.30%
Senior ESOP Note of Paramount
Communications Inc.
99.3 Guarantee dated as of December 15, 1994
made by Viacom International Inc. in
favor of the holders of the 6-5/8%
Senior Notes of Viacom Inc.
99.4 Guarantee dated as of December 15, 1994
made by Viacom International Inc. in
favor of the holders of the 7%
Subordinated Debentures, Series A, of
Paramount Communications Inc.
99.5 Guarantee dated as of December 15, 1994
made by Viacom International Inc. in
favor of the holders of the 7%
Subordinated Debentures, Series B, of
Paramount Communications Inc.
99.6 Guarantee dated as of December 15, 1994
made by Viacom International Inc. in
favor of the holders of the 8%
Exchangeable Subordinated Debentures of
Viacom Inc.
4
EXHIBIT 99.1
GUARANTEE, dated as of December 15, 1994, made by Viacom International
Inc., a Delaware corporation (the "Guarantor"), in favor of the holders of the
7-1/2% Senior Notes due 2002 of Paramount Communications Inc. ("Paramount"), the
8-1/4% Senior Debentures due 2022 of Paramount, the 2% Senior Debentures due
2023 of Paramount and the 5-7/8% Senior Notes due 2000 of Paramount
(collectively, the "Debt Securities").
WITNESSETH:
-----------
SECTION 1. Guarantee. The Guarantor hereby unconditionally guarantees the
punctual payment when due, whether at stated maturity, by acceleration or
otherwise, of the principal of, premium, if any, and interest on the Debt
Securities (the "Obligations"), according to the terms of s Debt Securities and
as more fully described in the Indenture dated as of October 9, 1986, between
Paramount (as successor to Gulf & Western Inc.) and The Bank of New York, as
trustee (the "Trustee"), as supplemented by the First Supplemental Indenture
dated as of August 13, 1992 between Param ount and the Trustee, and as further
supplemented by the Second Supplemental Indenture dated as of June 30, 1993
between Paramount and the Trustee (as amended, modified or otherwise
supplemented from time to time, collectively referred to herein as the
"Indenture").
SECTION 2. Guarantee Absolute. The Guarantor guarantees that the
Obligations will be paid strictly in accordance with the terms of the Indenture,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of holder of the Debt
Securities with respect thereto. The liability of the Guarantor under this
Guarantee shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of any of the Indenture or any
other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other amendment or waiver of or
any consent to departure from any of the Indenture;
(iii) any exchange, release or non-perfection of any collateral, or any
release or amendment or waiver of or consent to departure from any other
guaranty, for all or any of the Obligations; or
(iv) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, Paramount, or a guarantor.
5
<PAGE>
SECTION 3. Waiver. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of merger or
bankruptcy of Paramount, any right to require a proceeding filed first against
Paramount, protest or notice with respect to the Debt Se ties or the
indebtedness evidenced thereby and all demands whatsoever.
SECTION 4. No Waiver; Remedies. No failure on the part of any holder of the
Debt Securities to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right hereunder preclude any other or further rcise thereof or the exercise
of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.
SECTION 5. Continuing Guarantee; Transfer of Interest. This Guarantee is a
continuing guaranty and shall (i) remain in full force and effect until the
earliest to occur of (A) the date on which the Guarantor shall consolidate with
or merge into Paramount or any successor thereto, the date on which Paramount or
any successor thereto shall consolidate with or merge into the Guarantor and (C)
payment in full of the Obligations, (ii) be binding upon the Guarantor, its
successors and assigns, and (iii) inure to the benefit of and be enforceable by
any holder of Debt Securi ties, the Trustee and by their respective successors,
transferees, and assigns.
SECTION 6. Reinstatement. This Guarantee shall continue to be effective or
be reinstated, as the case may be, if at any time any payment of any of the
Obligations is rescinded or must otherwise be returned by any holder of the Debt
Securities or the Trustee, upon the insolvency, b uptcy or reorganization of
Paramount or otherwise, all as though such payment had not been made.
SECTION 7. Limitation of Guarantor's Liability. The Guarantor, and by its
acceptance of this Guarantee each holder of Debt Securities, hereby confirms
that it is the intention of all such parties that in no event shall any
obligations of the Guarantor under its Guarantee constitut fraudulent transfer
or conveyance for purposes of, or result in a violation of, any United States
federal or applicable United States state law. To effectuate the foregoing
intention, in the event that this Guarantee would, but for this sentence,
constitute or result in such a transfer or vi olation, then the liability of the
Guarantor under its Guarantee shall be reduced to the extent necessary to
eliminate such violation under the applicable fraudulent conveyance or similar
law.
SECTION 8. Amendment. The Guarantor may amend this Guarantee at any time
for any purpose without the consent of the Trustee or any holder of the Debt
Securities.
6
<PAGE>
SECTION 9. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.
VIACOM INTERNATIONAL INC.
By: /s/ GEORGE S. SMITH, JR.
------------------------------------
Name: George S. Smith, Jr.
Title: Senior Vice President,
Chief Financial Officer
7
EXHIBIT 99.2
GUARANTEE, dated as of December 15, 1994, made by Viacom International
Inc., a Delaware corporation (the "Guarantor"), in favor of Massachusetts Mutual
Life Insurance Company as holder of the 8.30% Senior ESOP Note (the "Note") of
Paramount Communications Inc. ("Paramount").
WITNESSETH:
----------
SECTION 1. Guarantee. The Guarantor hereby unconditionally guarantees the
punctual payment when due, whether at stated maturity, by acceleration or
otherwise, of the principal of, premium, if any, and interest on the Note (the
"Obligations"), according to the terms of such Note an more fully described in
the Note Agreement, dated January 15, 1989, between Paramount (as successor to
Gulf & Western Inc.) and Massachusetts Mutual Life Insurance Company (as
amended, modified or otherwise supplemented from time to time, collectively
referred to herein as the "Note Agreemen t").
SECTION 2. Guarantee Absolute. The Guarantor guarantees that the
Obligations will be paid strictly in accordance with the terms of the Note
Agreement, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the right any holder of the
Note with respect thereto. The liability of the Guarantor under this Guarantee
shall be absolute and unconditional irrespective of::
(i) any lack of validity or enforceability of any of the Note Agreement or
any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other amendment or waiver of or
any consent to departure from any of the Note Agreement;
(iii) any exchange, release or non-perfection of any collateral, or any
release or amendment or waiver of or consent to departure from any other
guaranty, for all or any of the Obligations; or
(iv) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, Paramount, or a guarantor.
8
<PAGE>
SECTION 3. Waiver. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of merger or
bankruptcy of Paramount, any right to require a proceeding filed first against
Paramount, protest or notice with respect to the Note or indebtedness evidenced
thereby and all demands whatsoever.
SECTION 4. No Waiver; Remedies. No failure on the part of any holder of the
Note to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise t of or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.
SECTION 5. Continuing Guarantee; Transfer of Interest. This Guarantee is a
continuing guaranty and shall (i) remain in full force and effect until the
earliest to occur of (A) the date on which the Guarantor shall consolidate with
or merge into Paramount or any successor thereto, the date on which Paramount or
any successor thereto shall consolidate with or merge into the Guarantor and (C)
payment in full of the Obligations, (ii) be binding upon the Guarantor, its
successors and assigns, and (iii) inure to the benefit of and be enforceable by
any holder of the Note, a nd by its successors, transferees, and assigns.
SECTION 6. Reinstatement. This Guarantee shall continue to be effective or
be reinstated, as the case may be, if at any time any payment of any of the
Obligations is rescinded or must otherwise be returned by any holder of the Note
upon the insolvency, bankruptcy or reorganization Paramount or otherwise, all as
though such payment had not been made.
SECTION 7. Limitation of Guarantor's Liability. The Guarantor, and by its
acceptance of this Guarantee each holder of the Note, hereby confirms that it is
the intention of all such parties that in no event shall any obligations of the
Guarantor under its Guarantee constitute a fra ent transfer or conveyance for
purposes of, or result in a violation of, any United States federal or
applicable United States state law. To effectuate the foregoing intention, in
the event that this Guarantee would, but for this sentence, constitute or result
in such a transfer or violation , then the liability of the Guarantor under its
Guarantee shall be reduced to the extent necessary to eliminate such violation
under the applicable fraudulent conveyance or similar law.
SECTION 8. Amendment. The Guarantor may amend this Guarantee at any time
for any purpose without the consent of the Trustee or the holder of the Note.
9
<PAGE>
SECTION 9. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.
VIACOM INTERNATIONAL INC.
By: /s/ GEORGE S. SMITH, JR.
------------------------------------
Name: George S. Smith, Jr.
Title: Senior Vice President,
Chief Financial Officer
10
EXHIBIT 99.3
GUARANTEE, dated as of December 15, 1994, made by Viacom International
Inc., a Delaware corporation (the "Guarantor"), in favor of the holders of the
6-5/8% Senior Notes (the "Notes") due 1998 of Viacom Inc. ("Viacom").
WITNESSETH:
-----------
SECTION 1. Guarantee. The Guarantor hereby unconditionally guarantees the
punctual payment when due, whether at stated maturity, by acceleration or
otherwise, of the principal of, premium, if any, and interest on the Notes (the
"Obligations"), according to the terms of such Notes as more fully described in
the Indenture dated as of February 1, 1993, between Viacom (as successor to
Blockbuster Entertainment Corporation) and Bank of America Illinois (formerly
known as Continental Bank, National Association) (the "Trustee"), as trustee, as
supplemented by the First Suppl emental Indenture dated as of September 29, 1994
among Blockbuster Entertainment Corporation, Viacom and the Trustee (as amended,
modified or otherwise supplemented from time to time, referred to herein as the
"Indenture").
SECTION 2. Guarantee Absolute. The Guarantor guarantees that the
Obligations will be paid strictly in accordance with the terms of the Indenture,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of holder of the Notes
with respect thereto. The liability of the Guarantor under this Guarantee shall
be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of the Indenture or any other
agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other amendment or waiver of or
any consent to departure from any of the Indenture;
(iii) any exchange, release or non-perfection of any collateral, or any
release or amendment or waiver of or consent to departure from any other
guaranty, for all or any of the Obligations; or
(iv) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, Viacom, or a guarantor.
11
<PAGE>
SECTION 3. Waiver. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of merger or
bankruptcy of Viacom, any right to require a proceeding filed first against
Viacom, protest or notice with respect to the Notes or the btedness evidenced
thereby and all demands whatsoever.
SECTION 4. No Waiver; Remedies. No failure on the part of any holder of the
Notes to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise eof or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.
SECTION 5. Continuing Guarantee; Transfer of Interest. This Guarantee is a
continuing guaranty and shall (i) remain in full force and effect until the
earliest to occur of (A) the date on which the Guarantor shall consolidate with
or merge into Viacom or any successor thereto, (B) date on which Viacom or any
successor thereto shall consolidate with or merge into the Guarantor and (C)
payment in full of the Obligations, (ii) be binding upon the Guarantor, its
successors and assigns, and (iii) inure to the benefit of and be enforceable by
any holder of Notes, by the Tru stee and by their respective successors,
transferees, and assigns.
SECTION 6. Reinstatement. This Guarantee shall continue to be effective or
be reinstated, as the case may be, if at any time any payment of any of the
Obligations is rescinded or must otherwise be returned by any holder of the
Notes or the Trustee upon the insolvency, bankruptcy o organization of Viacom or
otherwise, all as though such payment had not been made.
SECTION 7. Limitation of Guarantor's Liability. The Guarantor, and by its
acceptance of this Guarantee each holder of Notes, hereby confirms that it is
the intention of all such parties that in no event shall any obligations of the
Guarantor under its Guarantee constitute a fraudu transfer or conveyance for
purposes of, or result in a violation of, any United States federal or
applicable United States state law. To effectuate the foregoing intention, in
the event that this Guarantee would, but for this sentence, constitute or result
in such a transfer or violation, t hen the liability of the Guarantor under its
Guarantee shall be reduced to the extent necessary to eliminate such violation
under the applicable fraudulent conveyance or similar law.
SECTION 8. Amendment. The Guarantor may amend this Guarantee at any time
for any purpose without the consent of the Trustee or any holder of the Notes.
12
<PAGE>
SECTION 9. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.
VIACOM INTERNATIONAL INC.
By: /s/ GEORGE S. SMITH, JR.
------------------------------------
Name: George S. Smith, Jr.
Title: Senior Vice President,
Chief Financial Officer
13
EXHIBIT 99.4
GUARANTEE, dated as of December 15, 1994, made by Viacom International
Inc., a Delaware corporation (the "Guarantor"), in favor of the holders of the
7% Subordinated Debentures, Series A, due July 1, 2003 (the "Debentures") of
Paramount Communications Inc. ("Paramount").
WITNESSETH:
-----------
SECTION 1. Guarantee. The Guarantor hereby unconditionally guarantees the
punctual payment when due, whether at stated maturity, by acceleration or
otherwise, of the principal of, premium, if any, and interest on the Debentures
(the "Obligations"), according to the terms of such D tures and as more fully
described in the Indenture dated as of April 15, 1973 between Paramount (as
successor to Gulf & Western Inc.) and Chemical Bank (as successor to
Manufacturers Hanover Trust Company) (the "Trustee"), as trustee (as amended,
modified or otherwise supplemented from time t o time, referred to herein as the
"Indenture").
SECTION 2. Guarantee Absolute. The Guarantor guarantees that the
Obligations will be paid strictly in accordance with the terms of the Indenture,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of holder of the
Debentures with respect thereto. The liability of the Guarantor under this
Guarantee shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of the Indenture or any other
agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other amendment or waiver of or
any consent to departure from any of the Indenture;
(iii) any exchange, release or non-perfection of any collateral, or any
release or amendment or waiver of or consent to departure from any other
guaranty, for all or any of the Obligations; or
(iv) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, Paramount, or a guarantor.
SECTION 3. Waiver. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of merger or
bankruptcy of Paramount, any right to require a proceeding filed first against
Paramount, protest or notice with respect to the Debentu or the indebtedness
evidenced thereby and all demands whatsoever.
14
<PAGE>
SECTION 4. No Waiver; Remedies. No failure on the part of any holder of the
Debentures to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further exer thereof or the exercise of
any other right. The remedies herein provided are cumulative and not exclusive
of any remedies provided by law.
SECTION 5. Continuing Guarantee; Transfer of Interest. This Guarantee is a
continuing guaranty and shall (i) remain in full force and effect until the
earliest to occur of (A) the date on which the Guarantor shall consolidate with
or merge into Paramount or any successor thereto, the date on which Paramount or
any successor thereto shall consolidate with or merge into the Guarantor and (C)
payment in full of the Obligations, (ii) be binding upon the Guarantor, its
successors and assigns, and (iii) inure to the benefit of and be enforceable by
any holder of Debentures, by the Trustee and by their respective successors,
transferees, and assigns.
SECTION 6. Subordination. The payment of the Obligations under this
Guarantee is hereby expressly subordinated to Senior Indebtedness (as such term
is defined in the Indenture, dated as of September 15, 1991, among the
Guarantor, as issuer, Viacom Inc., as guarantor ("Viacom"), an e Bank of New
York ("BONY"), as trustee, as supplemented by the First Supplemental Indenture
dated as of September 15, 1991 among the Guarantor, Viacom and BONY, and as
further supplemented by the Second Supplemental Indenture dated as of March 4,
1992 among the Guarantor, Viacom and BONY) of the Guarantor to the same extent
as the 9-1/8% Senior Subordinated Notes due 1999 of the Guarantor, 8-3/4% Senior
Subordinated Reset Notes due 2001 of the Guarantor and 10-1/4% Senior
Subordinated Notes due 2001 of the Guarantor (collectively, the "VII Senior
Subordinated Notes") are subordi nated to such Senior Indebtedness and this
Guarantee shall rank pari passu with the VII Senior Subordinated Notes.
SECTION 7. Reinstatement. This Guarantee shall continue to be effective or
be reinstated, as the case may be, if at any time any payment of any of the
Obligations is rescinded or must otherwise be returned by any holder of the
Debentures or the Trustee upon the insolvency, bankrup or reorganization of
Paramount or otherwise, all as though such payment had not been made.
SECTION 8. Limitation of Guarantor's Liability. The Guarantor, and by its
acceptance of this Guarantee each holder of Debentures, hereby confirms that it
is the intention of all such parties that in no event shall any obligations of
the Guarantor under its Guarantee constitute a f ulent transfer or conveyance
for purposes of, or result in a violation of, any United States federal or
applicable United States state law. To effectuate the foregoing intention, in
the event that this Guarantee would, but for this sentence, constitute or result
in such a transfer or violati on, then the liability of the Guarantor under its
Guarantee shall be reduced to the extent necessary to eliminate such violation
under the applicable fraudulent conveyance or similar law.
15
<PAGE>
SECTION 9. Amendment. The Guarantor may amend this Guarantee at any time
for any purpose without the consent of the Trustee or any holder of the
Debentures.
SECTION 10. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.
VIACOM INTERNATIONAL INC.
By: /s/ GEORGE S. SMITH, JR
------------------------------------
Name: George S. Smith, Jr.
Title: Senior Vice President,
Chief Financial Officer
16
EXHIBIT 99.5
GUARANTEE, dated as of December 15, 1994, made by Viacom International
Inc., a Delaware corporation (the "Guarantor"), in favor of the holders of the
7% Subordinated Debentures, Series B, due July 1, 2003 (the "Debentures") of
Paramount Communications Inc. ("Paramount").
WITNESSETH:
-----------
SECTION 1. Guarantee. The Guarantor hereby unconditionally guarantees the
punctual payment when due, whether at stated maturity, by acceleration or
otherwise, of the principal of, premium, if any, and interest on the Debentures
(the "Obligations"), according to the terms of such D tures and as more fully
described in the Indenture dated as of April 15, 1973 between Paramount (as
successor to Gulf & Western Inc.) and The Chase Manhattan Bank, N.A. (the
"Trustee"), as trustee (as amended, modified or otherwise supplemented from time
to time, referred to herein as the "In denture").
SECTION 2. Guarantee Absolute. The Guarantor guarantees that the
Obligations will be paid strictly in accordance with the terms of the Indenture,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of holder of the
Debentures with respect thereto. The liability of the Guarantor under this
Guarantee shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of the Indenture or any other
agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other amendment or waiver of or
any consent to departure from any of the Indenture;
(iii) any exchange, release or non-perfection of any collateral, or any
release or amendment or waiver of or consent to departure from any other
guaranty, for all or any of the Obligations; or
(iv) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, Paramount, or a guarantor.
SECTION 3. Waiver. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of merger or
bankruptcy of Paramount, any right to require a proceeding filed first against
Paramount, protest or notice with respect to the Debentu or the indebtedness
evidenced thereby and all demands whatsoever.
17
<PAGE>
SECTION 4. No Waiver; Remedies. No failure on the part of any holder of the
Debentures to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further exer thereof or the exercise of
any other right. The remedies herein provided are cumulative and not exclusive
of any remedies provided by law.
SECTION 5. Continuing Guarantee; Transfer of Interest. This Guarantee is a
continuing guaranty and shall (i) remain in full force and effect until the
earliest to occur of (A) the date on which the Guarantor shall consolidate with
or merge into Paramount or any successor thereto, the date on which Paramount or
any successor thereto shall consolidate with or merge into the Guarantor and (C)
payment in full of the Obligations, (ii) be binding upon the Guarantor, its
successors and assigns, and (iii) inure to the benefit of and be enforceable by
any holder of Debentures, by the Trustee and by their respective successors,
transferees, and assigns.
SECTION 6. Subordination. The payment of the Obligations under this
Guarantee is hereby expressly subordinated to Senior Indebtedness (as such term
is defined in the Indenture, dated as of September 15, 1991, among the
Guarantor, as issuer, Viacom Inc., as guarantor ("Viacom"), an e Bank of New
York ("BONY"), as trustee, as supplemented by the First Supplemental Indenture
dated as of September 15, 1991 among the Guarantor, Viacom and BONY, and as
further supplemented by the Second Supplemental Indenture dated as of March 4,
1992 among the Guarantor, Viacom and BONY) of the Guarantor to the same extent
as the 9-1/8% Senior Subordinated Notes due 1999 of the Guarantor, 8-3/4% Senior
Subordinated Reset Notes due 2001 of the Guarantor and 10-1/4% Senior
Subordinated Notes due 2001 of the Guarantor (collectively, the "VII Senior
Subordinated Notes") are subordi nated to such Senior Indebtedness and this
Guarantee shall rank pari passu with the VII Senior Subordinated Notes.
SECTION 7. Reinstatement. This Guarantee shall continue to be effective or
be reinstated, as the case may be, if at any time any payment of any of the
Obligations is rescinded or must otherwise be returned by any holder of the
Debentures or the Trustee upon the insolvency, bankrup or reorganization of
Paramount or otherwise, all as though such payment had not been made.
SECTION 8. Limitation of Guarantor's Liability. The Guarantor, and by its
acceptance of this Guarantee each holder of Debentures, hereby confirms that it
is the intention of all such parties that in no event shall any obligations of
the Guarantor under its Guarantee constitute a f ulent transfer or conveyance
for purposes of, or result in a violation of, any United States federal or
applicable United States state law. To effectuate the foregoing intention, in
the event that this Guarantee would, but for this sentence, constitute or result
in such a transfer or violati on, then the liability of the Guarantor under its
Guarantee shall be reduced to the extent necessary to eliminate such violation
under the applicable fraudulent conveyance or similar law.
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SECTION 9. Amendment. The Guarantor may amend this Guarantee at any time
for any purpose without the consent of the Trustee or any holder of the
Debentures.
SECTION 10. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.
VIACOM INTERNATIONAL INC.
By: /s/ GEORGE S. SMITH, JR.
------------------------------------
Name: George S. Smith, Jr.
Title: Senior Vice President,
Chief Financial Officer
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EXHIBIT 99.6
GUARANTEE, dated as of December 15, 1994, made by Viacom International
Inc., a Delaware corporation (the "Guarantor"), in favor of the holders of the
8% Exchangeable Subordinated Debentures (the "Debentures") due 2006 of Viacom
Inc. ("Viacom").
WITNESSETH:
-----------
SECTION 1. Guarantee. The Guarantor hereby unconditionally guarantees the
punctual payment when due, whether at stated maturity, by acceleration or
otherwise, of the principal of, premium, if any, and interest on the Debentures
(the "Obligations"), according to the terms of such D tures and as more fully
described in the Indenture dated as of July 1, 1994, between Viacom and Harris
Trust and Savings Bank (the "Trustee"), as trustee (as amended, modified or
otherwise supplemented from time to time, referred to herein as the
"Indenture").
SECTION 2. Guarantee Absolute. The Guarantor guarantees that the
Obligations will be paid strictly in accordance with the terms of the Indenture,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of holder of the
Debentures with respect thereto. The liability of the Guarantor under this
Guarantee shall be absolute and unconditional irrespective of::
(i) any lack of validity or enforceability of any of the Indenture or any
other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other amendment or waiver of or
any consent to departure from any of the Indenture;
(iii) any exchange, release or non-perfection of any collateral, or any
release or amendment or waiver of or consent to departure from any other
guaranty, for all or any of the Obligations; or
(iv) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, Viacom, or a guarantor.
SECTION 3. Waiver. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of merger or
bankruptcy of Viacom, any right to require a proceeding filed first against
Viacom, protest or notice with respect to the Debentures or indebtedness
evidenced thereby and all demands whatsoever.
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SECTION 4. No Waiver; Remedies. No failure on the part of any holder of the
Debentures to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further exer thereof or the exercise of
any other right. The remedies herein provided are cumulative and not exclusive
of any remedies provided by law.
SECTION 5. Continuing Guarantee; Transfer of Interest. This Guarantee is a
continuing guaranty and shall (i) remain in full force and effect until the
earliest to occur of (A) the date on which the Guarantor shall consolidate with
or merge into Viacom or any successor thereto, (B) date on which Viacom or any
successor thereto shall consolidate with or merge into the Guarantor and (C)
payment in full of the Obligations, (ii) be binding upon the Guarantor, its
successors and assigns, and (iii) inure to the benefit of and be enforceable by
any holder of Debentures, by th e Trustee, and by their respective successors,
transferees, and assigns.
SECTION 6. Subordination. The payment of the Obligations under this
Guarantee is hereby expressly subordinated to (a) the 9-1/8% Senior Subordinated
Notes due 1999 of the Guarantor, 8-3/4% Senior Subordinated Reset Notes due 2001
of the Guarantor and 10-1/4% Senior Subordinated No due 2001 of the Guarantor
(collectively, the "VII Indebtedness") issued under the Indenture, dated as of
September 15, 1991, among the Guarantor, as issuer, Viacom Inc. ("Viacom"), as
guarantor, and The Bank of New York ("BONY"), as trustee, as supplemented by the
First Supplemental Indenture dated as of September 15, 1991 among the Guarantor,
Viacom and BONY, and as further supplemented by the Second Supplemental
Indenture dated as of March 4, 1992 among the Guarantor, Viacom and BONY
(collectively, the "VII Indenture"), (b) the Senior Indebtedness (as such term
is defined in the VII Indenture) of the Guarantor to which such VII
Indebtedness is subordinated and (c) the Senior Obligations (as such term is
defined in the Indenture as if such term, and the terms referred to therein, are
applied to the Guarantor) of the Guarantor.
SECTION 7. Reinstatement. This Guarantee shall continue to be effective or
be reinstated, as the case may be, if at any time any payment of any of the
Obligations is rescinded or must otherwise be returned by any holder of the
Debentures or the Trustee upon the insolvency, bankrup or reorganization of
Viacom or otherwise, all as though such payment had not been made.
SECTION 8. Limitation of Guarantor's Liability. The Guarantor, and by its
acceptance of this Guarantee each holder of Debentures, hereby confirms that it
is the intention of all such parties that in no event shall any obligations of
the Guarantor under its Guarantee constitute a f ulent transfer or conveyance
for purposes of, or result in a violation of, any United States federal or
applicable United States state law. To effectuate the foregoing intention, in
21
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the event that this Guarantee would, but for this sentence, constitute or result
in such a transfer or violati on, then the liability of the Guarantor under its
Guarantee shall be reduced to the extent necessary to eliminate such violation
under the applicable fraudulent conveyance or similar law.
SECTION 9. Amendment. The Guarantor may amend this Guarantee at any time
for any purpose without the consent of the Trustee or any holder of the
Debentures.
SECTION 10. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.
VIACOM INTERNATIONAL INC.
By: /s/ GEORGE S. SMITH, JR.
------------------------------------
Name: George S. Smith, Jr.
Title: Senior Vice President,
Chief Financial Officer
