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:
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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.
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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.
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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.
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Name: George S. Smith, Jr.
Title: Senior Vice President,
Chief Financial Officer
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