[CONFORMED COPY]
VOTING AGREEMENT
VOTING AGREEMENT, dated as of January 7, 1994 (this
"Agreement"), between NATIONAL AMUSEMENTS, INC., a Maryland
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corporation (the "Stockholder"), and BLOCKBUSTER ENTERTAINMENT
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CORPORATION, a Delaware corporation ("Blockbuster").
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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,
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that Blockbuster will merger with Viacom pursuant to the
merger contemplated by the Merger Agreement (the "Merger");
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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 B Common Stock") and
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(ii) 46,565,414 shares of Class B Common Stock, par value
$.01 per share, of Viacom ("Viacom Class B Common Stock";
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together with the Viacom Class A Common Stock, the "Viacom
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Common Stock"); and
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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").
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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
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SECTION 1.01. Voting Agreement. The Stockholder
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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
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The Stockholder hereby represents and warrants to
Blockbuster as follows:
SECTION 2.01. Authority Relative to This Agreement.
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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
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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 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
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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
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SECTION 3.01. No inconsistent Agreements. The
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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
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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
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SECTION 4.01. Termination. This Agreement shall
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terminate upon the termination of the Merger Agreement.
SECTION 4.02. Specific Performance. The parties
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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
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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
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amended except by an instrument in writing signed by the
parties hereto.
SECTION 4.05. Severability. If any term or other
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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 of 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
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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
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Name: Sumner M. Redstone
Title: Chairman of the Board,
President and Chief
Executive Officer
BLOCKBUSTER ENTERTAINMENT
CORPORATION
By: /s/ H. Wayne Huizenga
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Name: H. Wayne Huizenga
Title: Chairman of the Board
and Chief Executive
Officer