[CONFORMED COPY]
VOTING AGREEMENT, dated as of January 7, 1994 (this
"Agreement"), between NATIONAL AMUSEMENTS, INC., a Maryland
corporation (the "Stockholder"), and BLOCKBUSTER ENTERTAINMENT
CORPORATION, a Delaware corporation ("Blockbuster").
WHEREAS, Viacom Inc., a Delaware corporation
("Viacom"), and Blockbuster propose to enter into an Agreement
and Plan of Merger, dated as of the date hereof (the "Merger
Agreement"), which provides, among other things, that
Blockbuster will merge with Viacom pursuant to the merger
contemplated by the Merger Agreement (the "Merger");
WHEREAS, as of the date hereof, the Stockholder owns
(i) 45,547,214 shares of Class A Common Stock, par value $.01
per share, of Viacom ("Viacom Class A Common Stock") and
(ii) 46,565,414 shares of Class B Common Stock, par value $.01
per share, of Viacom ("Viacom Class B Common Stock"; together
with the Viacom Class A Common Stock, the "Viacom Common
Stock"); and
WHEREAS, as a condition to the willingness of
Blockbuster to enter into the Merger Agreement, Blockbuster has
required that the Stockholder agree, and in order to induce
Blockbuster to enter into the Merger Agreement, the Stockholder
has agreed, to enter into this Agreement with respect to all
the shares of Viacom Class A Common Stock now owned and which
may hereafter be acquired by the Stockholder (the "Shares").
NOW, THEREFORE, in consideration of the foregoing and
the mutual covenants and agreements contained herein, and
intending to be legally bound hereby, the parties hereto hereby
agree as follows:
ARTICLE I
VOTING OF SHARES
SECTION 1.01. Voting Agreement. The Stockholder
hereby agrees that during the time this Agreement is in effect,
at any meeting of the stockholders of Viacom, however called,
and in any action by consent of the stockholders of Viacom, the
Stockholder shall vote the Shares: (a) in favor of the Merger,
the Merger Agreement (as amended from time to time) and the
transactions contemplated by the Merger
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Agreement, including, but not limited to, the amendments to the
Certificate of Incorporation of Viacom contemplated thereby,
and (b) against any proposal for any recapitalization, merger,
sale of assets or other business combination between Viacom and
any person or entity (other than the Merger) or any other
action or agreement that would result in a breach of any
covenant, representation or warranty or any other obligation or
agreement of Viacom under the Merger Agreement or which could
result in any of the conditions to Viacom's obligations under
the Merger Agreement not being fulfilled. The Stockholder
acknowledges receipt and review of a copy of the Merger
Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder hereby represents and warrants to
Blockbuster as follows:
SECTION 2.01. Authority Relative to This Agreement.
The Stockholder has all necessary power and authority to
execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by the
Stockholder and the consummation by the Stockholder of the
transactions contemplated hereby have been duly and validly
authorized by the Board of Directors of the Stockholder, and no
other corporate proceedings on the part of the Stockholder are
necessary to authorize this Agreement or to consummate such
transactions. This Agreement has been duly and validly
executed and delivered by the Stockholder and, assuming the due
authorization, execution and delivery by Blockbuster,
constitutes a legal, valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance
with its terms.
SECTION 2.02. No Conflict. (a) The execution and
delivery of this Agreement by the Stockholder do not, and the
performance of this Agreement by the Stockholder shall not, (i)
conflict with or violate the Certificate of Incorporation or
By-laws or equivalent organizational documents of the
Stockholder, (ii) conflict with or violate any law, rule,
regulation, order, judgment or decree applicable to the
Stockholder or by which the Shares are bound or affected or
(iii) result in any breach of or constitute a default (or an
event that with notice or lapse of time or both would become a
default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on any of the
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Shares pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which the Stockholder is a party or
by which the Stockholder or the Shares are bound or affected,
except, in the case of clauses (ii) and (iii), for any such
conflicts, violations, breaches, defaults or other occurrences
which would not prevent or delay the performance by the
Stockholder of its obligations under this Agreement.
(b) The execution and delivery of this Agreement by
the Stockholder do not, and the performance of this Agreement
by the Stockholder shall not, require any consent, approval,
authorization or permit of, or filing with or notification to,
any Governmental Entity (as such term is defined in the Merger
Agreement) except for applicable requirements, if any, of the
Securities Exchange Act of 1934, as amended, and except where
the failure to obtain such consents, approvals, authorizations
or permits, or to make such filings or notifications, would not
prevent or delay the performance by the Stockholder of its
obligations under this Agreement.
SECTION 2.03. Title to the Shares. As of the date
hereof, the Stockholder is the record and beneficial owner of
45,547,214 shares of Viacom Class A Common Stock. Other than
46,565,414 shares of Viacom Class B Common Stock of which the
Stockholder is the record and beneficial owner, such Shares are
all the securities of Viacom owned, either of record or
beneficially, by the Stockholder. The Shares are owned free
and clear of all security interests, liens, claims, pledges,
options, rights of first refusal, agreements, limitations on
the Stockholder's voting rights, charges and other encumbrances
of any nature whatsoever. The Stockholder has not appointed or
granted any proxy, which appointment or grant is still
effective, with respect to the Shares.
ARTICLE III
COVENANTS OF THE STOCKHOLDER
SECTION 3.01. No Inconsistent Agreements. The
Stockholder hereby covenants and agrees that, except as
contemplated by this Agreement, the Merger Agreement and the
Voting Agreement, dated as of September 12, 1993, as amended,
between the Stockholder and Paramount Communications Inc., the
Stockholder shall not enter into any voting agreement or grant a
proxy or power of attorney with respect to the Shares which is
inconsistent with this Agreement.
SECTION 3.02. Transfer of Title. The
Stockholder hereby covenants and agrees that the Stockholder
shall not
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transfer record or beneficial ownership of any of the Shares
unless the transferee agrees in writing to be bound by the
terms and conditions of this Agreement.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Termination. This Agreement shall
terminate upon the termination of the Merger Agreement.
SECTION 4.02. Specific Performance. The parties
hereto agree that irreparable damage would occur in the event
any provision of this Agreement was not performed in accordance
with the terms hereof and that the parties shall be entitled to
specific performance of the terms hereof, in addition to any
other remedy at law or in equity.
SECTION 4.03. Entire Agreement. This Agreement
constitutes the entire agreement between Blockbuster and the
Stockholder with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both
written and oral, between Blockbuster and the Stockholder with
respect to the subject matter hereof.
SECTION 4.04. Amendment. This Agreement may not be
amended except by an instrument in writing signed by the
parties hereto.
SECTION 4.05. Severability. If any term or other
provision of this Agreement is invalid, illegal or incapable of
being enforced by any rule of law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or
legal substance of this Agreement is not affected in any manner
materially adverse to any party. Upon such determination that
any term or other provision is invalid, illegal or incapable or
being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible to the fullest
extent permitted by applicable law in a mutually acceptable
manner in order that the terms of this Agreement remain as
originally contemplated to the fullest extent possible.
SECTION 4.06. Governing Law. Except to the extent
that the General Corporation Law of the State of Delaware is
mandatorily applicable to the rights of the stockholders of
Viacom, this Agreement shall be governed by, and construed in
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accordance with, the laws of the State of New York regardless
of the laws that might otherwise govern under applicable
principles of conflicts of law.
IN WITNESS WHEREOF, the Stockholder and Blockbuster
have caused this Agreement to be duly executed on the date
hereof.
NATIONAL AMUSEMENTS, INC.
By /s/ Sumner M. Redstone
Name: Sumner M. Redstone
Title: Chairman of the Board,
President and Chief
Executive Officer
BLOCKBUSTER ENTERTAINMENT CORPORATION
By /s/ H. Wayne Huizenga
Name: H. Wayne Huizenga
Title: Chairman of the Board
and Chief Executive
Officer