PARAMOUNT GUARANTEE
GUARANTEE, dated as of September 29, 1994, made by
Paramount Communications, Inc., a Delaware corporation (the
"Guarantor"), in favor of the banks (the "Banks") parties,
from time to time, to the Credit Agreement (as defined
below), The Bank of New York, Citibank, N.A., Morgan
Guaranty Trust Company of New York, and Bank of America
NT&SA, as managing agents (the "Managing Agents") for the
Banks, the Bank of New York, as documentation agent (the
"Documentation Agent") for the Banks, Citibank, N.A., as
administrative agent (the "Administrative Agent") for the
Banks, JP Morgan Inc. as syndication agent (the "Syndication
Agent") for the Banks and the banks identified as agents on
the signature pages of the Credit Agreement, as agents (the
"Agents") for the Banks.
W I T N E S S E T H:
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WHEREAS, the Documentation Agent, the
Administrative Agent, the Syndication Agent (collectively
the "Facility Agents"), the Managing Agents, the Agents and
the Banks have entered into a credit agreement dated as of
September 29, 1994 (said agreement, as it may hereafter be
amended, supplemented or otherwise modified from time to
time, being the "Credit Agreement", and the terms defined
therein and not otherwise defined herein being used herein
as therein defined) with Viacom Inc., a corporation
organized and existing under the laws of the State of
Delaware (the "Borrower"); and
WHEREAS, it is a condition precedent to the
Initial Funding Date under the Credit Agreement that the
Guarantor shall have executed and delivered this Guarantee;
NOW, THEREFORE, in consideration of the premises
and in order to induce the Banks to make the loans under the
Credit Agreement, the Guarantor hereby agrees as follows:
SECTION 1. Guarantee. The Guarantor hereby
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unconditionally and irrevocably guarantees the punctual
payment when due, whether at stated maturity, by accelera-
tion or otherwise, of all obligations of the Borrower now or
hereafter existing under the Credit Agreement, whether for
borrowed money, interest, fees or any other amounts due
thereunder or otherwise (the "Obligations") and any and all
expenses (including counsel fees and expenses) reasonably
incurred by any Bank, Facility Agent, Managing Agent or
Agent in enforcing any rights under this Guarantee.
SECTION 2. Guarantee Absolute. The Guarantor
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guarantees that the Obligations will be paid strictly in
accordance with the terms of the Credit Agreement, regard-
less of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or
the rights of any Bank, Facility Agent, Managing Agent or
Agent 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 Credit 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 the
Credit 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, the Borrower, or a guarantor.
SECTION 3. Waiver. The Guarantor hereby waives
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all notices with respect to any of the Obligations and this
Guarantee and any requirement that any Bank, Facility Agent,
Managing Agent or Agent protect, secure, perfect or insure
any security interests or lien on any property subject
thereto or exhaust any right or take any action against the
Borrower, or any other person or entity or any collateral.
SECTION 4. Subrogation. (a) The Guarantor shall
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not exercise any rights which it may have acquired by way of
subrogation under this Guarantee, by any payment made
hereunder or otherwise nor shall the Guarantor seek any
reimbursement from Borrower in respect of payments made by
the Guarantor hereunder, unless and until all of the
Obligations shall have been paid to the Banks and
discharged, in full, and if any payment shall be made to the
Guarantor on account of such subrogation or reimbursement
rights at any time when the Obligations shall not have been
paid and discharged, in full, each and every amount so paid
shall forthwith be paid to the Banks to be credited and
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applied against the Obligations, whether matured or
unmatured.
(b) If, pursuant to applicable law, the
Guarantor, by payment or otherwise, becomes subrogated to
all or any of the rights of the Banks under any of the Loan
Documents, the rights of the Banks to which the Guarantor
shall be subrogated shall be accepted by the Guarantor "as
is" and without any representation or warranty of any kind
by the Banks, express or implied, with respect to the
legality, value, validity or enforceability of any of such
rights, or the existence, availability, value,
merchantability or fitness for any particular purpose of any
collateral and shall be without recourse to the Banks.
SECTION 5. Representations and Warranties. The
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Guarantor hereby represents and warrants as follows:
(a) It is a corporation duly incorporated,
validly existing and in good standing under the laws of the
State of Delaware.
(b) The execution, delivery and performance by
the Guarantor of this Guarantee are within the Guarantor's
corporate powers, have been duly authorized by all necessary
corporate action, do not contravene the Guarantor's charter
or by-laws, any law or any contractual restriction binding
on or affecting and material to the Guarantor, and do not
result in or require the creation of any Lien upon or with
respect to any of its properties.
(c) No authorization or approval or other action
by, and no notice to or filing with, any governmental
authority or regulatory body is required for the due
execution, delivery and performance by the Guarantor of this
Guarantee.
(d) This Guarantee is a legal, valid and binding
obligation of the Guarantor, enforceable against the
Guarantor in accordance with its terms, except where such
enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or
limiting creditor's rights generally or equitable principles
relating to enforceability.
(e) There is no pending or threatened action or
proceeding affecting the Guarantor before any court,
governmental agency or arbitrator, in which, individually or
in the aggregate, there is a reasonable probability of an
adverse decision which could have a Material Adverse Effect
or result in a Material Credit Agreement Change.
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SECTION 6. Addresses for Notices. All notices
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and other communications provided for hereunder shall be in
writing (including telegraphic or telecopy communication)
and mailed, telegraphed, telecopied or delivered, if to the
Guarantor, addressed to it at c/o Viacom Inc., 1515
Broadway, New York, New York 10036, Attention: Treasurer, if
to any Bank, Facility Agent, Managing Agent or Agent,
addressed to it at the address of such Bank, Facility Agent,
Managing Agent or Agent (as the case may be) specified in
the Credit Agreement, or as to each party at such other
address as shall be designated by such party in a written
notice to each other party complying as to delivery with the
terms of this Section. All such notices and other
communications shall, when mailed or telegraphed,
respectively, be effective when deposited in the mails or
delivered to the telegraph company, respectively, addressed
as aforesaid, and shall, when delivered or telecopied, be
effective when received.
SECTION 7. No Waiver; Remedies. No failure on
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the part of any Bank, Facility Agent, Managing Agent or
Agent 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 thereof or the exercise of any
other right. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.
SECTION 8. Right of Set-off. Upon the occurrence
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and during the continuance of any Event of Default (as
defined in the Credit Agreement) and, except in the case of
one of the events referred in clause (f) of Section 9.1 of
the Credit Agreement, the making of the request or the
granting of the consent specified by Section 9.1 of the
Credit Agreement to authorize the Administrative Agent to
declare all amounts under the Credit Agreement due and
payable pursuant to the provisions of said Section 9.1, each
Bank is hereby authorized at any time and from time to time,
to the fullest extent permitted by law, to set-off and apply
any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebted-
ness at any time owing by such Bank to or for the credit or
the account of the Guarantor against any and all of the
obligations of the Guarantor now or hereafter existing under
this Guarantee, irrespective of whether or not such Bank
shall have made any demand under this Guarantee and although
such obligations may be contingent and unmatured. Each Bank
agrees promptly to notify the Guarantor after any such set-
off and application made by such Bank; provided, however,
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that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of
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each Bank under this Section are in addition to other rights
and remedies (including, without limitation, other rights of
set-off) which such Bank may have.
SECTION 9. Continuing Guarantee; Transfer of
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Interest. This Guarantee is a continuing guaranty and shall
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(i) remain in full force and effect until indefeasible
payment in full of the Obligations and all other amounts
payable under this Guarantee, (ii) be binding upon the
Guarantor, its successors and assigns, and (iii) inure to
the benefit of and be enforceable by any Bank, Facility
Agent, Managing Agent or Agent, and their respective
successors, transferees, and assigns. Without limiting the
generality of the foregoing clause (iii), any Bank may
assign or otherwise transfer all or any part of its rights
and obligations under the Credit Agreement in accordance
therewith, and such other person or entity shall thereupon
become vested with all the rights in respect thereof granted
to such Bank herein or otherwise, subject, however, to the
provisions of Article XI of the Credit Agreement.
SECTION 10. Reinstatement. This Guarantee shall
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remain in full force and effect and continue to be effective
should any petition be filed by or against any Loan Party
(as defined in the Credit Agreement) for liquidation or
reorganization, should any Loan Party become insolvent or
make an assignment for the benefit of creditors or should a
receiver or trustee be appointed for all or any significant
part of any Loan Party's assets, and shall, to the fullest
extent permitted by law, continue to be effective or be
reinstated, as the case may be, if at any time payment and
performance of this Obligations, or any part thereof, is,
pursuant to applicable law, rescinded or reduced in amount,
or must otherwise be restored or returned by any obligee of
the Obligations, whether as a "voidable preference",
"fraudulent conveyance", or otherwise, all as though such
payment or performance had not been made. In the event that
any payment, or any part thereof, is rescinded, reduced,
restored, or returned, the Obligations shall, to the fullest
extent permitted by law, be reinstated and deemed reduced
only by such amount paid and not so rescinded, reduced,
restored or returned.
SECTION 11. Limitation of Obligation. The
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liability of the Guarantor under this Guarantee shall not
exceed the greater of (i) 95% of the Adjusted Net Assets (as
defined below) of the Guarantor on the date of delivery
hereof and (ii) 95% of the Adjusted Net Assets (as defined
below) of the Guarantor on the date of any payment
hereunder; provided, that nothing in this Section 11 shall
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be construed to limit the liability of the Guarantor under
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any other Loan Document to which it is a party. "Adjusted
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Net Assets" of any Guarantor at any date means the lesser of
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(x) the amount by which the fair value of the property of
such Guarantor (including, without limitation, rights of
subrogation, contribution, and similar rights) exceeds the
total amount of liabilities, including, without limitation,
contingent liabilities, but excluding liabilities under this
Guarantee, of the Guarantor at such date and (y) the amount
by which the present fair salable value of the assets of the
Guarantor (including, without limitation, rights of
subrogation, contribution, and similar rights) at such date
exceeds the amount that will be required to pay the probable
liability of the Guarantor on its debts, excluding debt in
respect of this Guarantee, as they become absolute and
matured.
SECTION 12. GOVERNING LAW. THIS GUARANTEE SHALL
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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.
SECTION 13. WAIVER OF JURY TRIAL. THE GUARANTOR
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WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES
HEREUNDER, UNDER THE CREDIT AGREEMENT OR UNDER THE OTHER
LOAN DOCUMENTS RELATIVE TO EACH OF THE FOREGOING.
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.
PARAMOUNT COMMUNICATIONS INC.
By:__________________________
Name:
Title:
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