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