CBS Corp – ‘10-K’ for 12/31/95 – EX-4.(G)

As of:  Monday, 4/1/96   ·   For:  12/31/95   ·   Accession #:  950112-96-1003   ·   File #:  1-09553

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Viacom Inc.                                          107    510K 
 2: EX-4.(F)    Instrument Defining the Rights of Security Holders   100    236K 
 3: EX-4.(G)    Instrument Defining the Rights of Security Holders    81    187K 
 4: EX-4.(H)    Instrument Defining the Rights of Security Holders    37     76K 
 5: EX-10.(C)   Material Contract                                      4     21K 
 6: EX-10.(L)   Material Contract                                     14     54K 
 7: EX-10.(M)   Material Contract                                     14     53K 
 8: EX-11       Statement re: Computation of Earnings Per Share        2±    13K 
 9: EX-21       Subsidiaries of the Registrant                        13     83K 
10: EX-23.(A)   Consent of Experts or Counsel                          1      7K 
11: EX-24       Power of Attorney                                      9     21K 
12: EX-27       Financial Data Schedule (Pre-XBRL)                     1     10K 

EX-4.(G)   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

EX-4.(G)
1st Page of 81
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
 AMENDMENT NO. 1

         AMENDMENT NO. 1, dated as of August 5, 1994 (this "Amendment"), to:

(i) the CREDIT AGREEMENT, dated as of July 1, 1994 (the "Parent     
Facility"), among VIACOM INC., a Delaware corporation ("Viacom"), each of the   
several Banks identified on the signature pages thereof, THE BANK OF NEW YORK,  
as a Managing Agent and as the Documentation Agent, CITIBANK, N.A., as a        
Managing Agent and as the Administrative Agent, MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as a Managing Agent, JP MORGAN SECURITIES INC., as the Syndication    
Agent, BANK OF AMERICA NT&SA, as a Managing Agent, the Banks identified as      
Agents on the signature pages thereof, as Agents, and the Banks identified as   
Co-Agents on the signature pages thereof, as Co-Agents; and                     

(ii) the CREDIT AGREEMENT, dated as of July 1, 1994 (the "Subsidiary
Facility"), among VIACOM CABLEVISION OF DAYTON INC., WNYT INC., WMZQ INC., WVIT 
INC. and VIACOM INTERNATIONAL INC., each a Delaware corporation (collectively,  
"Subsidiary Borrowers"), each of the several Banks identified on the signature  
pages thereof, THE BANK OF NEW YORK, as a Managing Agent and as the             
Documentation Agent, CITIBANK, N.A., as a Managing Agent and as the             
Administrative Agent, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as a Managing  
Agent, JP MORGAN SECURITIES INC., as the Syndication Agent, BANK OF AMERICA     
NT&SA, as a Managing Agent, the Banks identified as Agents on the signature     
pages thereof, as Agents, and the Banks identified as Co-Agents on the signature
pages thereof, as Co-Agents.                                                    

W I T N E S S E T H:

      WHEREAS, the parties who have heretofore entered into the Parent
Facility and the Subsidiary Facility now desire to effect a general syndication 
of the Parent Facility and Subsidiary Facility and the related assignment of the
outstanding Loans thereunder by amending certain provisions of such agreements; 
and                                                                             

NOW, THEREFORE, the parties hereto agree as follows:      

EX-4.(G)
2nd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 2nd
 ARTICLE I

Amendments

       Section 1.1. All references to "Schedule I" in each of the Parent
Facility and Subsidiary Facility are hereby amended to refer to Schedule I      
attached to this Amendment.                                                     

        Section 1.2. All references to "Schedule II" in each of the Parent
Facility and the Subsidiary Facility are hereby amended to refer to the         
appropriate Schedule II relating to such agreement and attached to this         
Amendment.                                                                      

         Section 1.3 All references to an "Agent" or a "Co-Agent" shall have
the meanings set forth in each of the Parent Facility and Subsidiary Facility.  

ARTICLE II

 Funding

        Section 2.1. Subject to the prior effectiveness of this Amendment,
and in order to give effect to the reallocation of the commitments and the      
outstanding Loans provided for by this Section 2.1, before 11:00 A.M. (New York 
City time) on August 15, 1994 (the "Effective Date"):                           

     (i) Each lender that is to become a Bank party to either of the
Parent Facility or the Subsidiary Facility (each such lender, a "New
Lender") shall make available to the Administrative Agent, for the  
     respective accounts of the Banks that are parties to either of the Parent
   Facility or the Subsidiary Facility (the "Existing Lenders"), an amount
equal to the aggregate of (x) such New Lender's Ratable Portion (as 
     defined in each of the Parent Facility and the Subsidiary Facility, after
giving effect to the provisions of Article I of this Amendment (the 
"Adjusted Ratable Portion")) of the outstanding Loans under (and as 
    defined in) each of the Parent Facility and the Subsidiary Facility, and
     (y) such New Lender's Adjusted Ratable Portion of the Breakage Amount (as
   defined below), if any, payable by the New Lenders with respect to each
  Eurodollar Rate Loan outstanding on the Effective Date (other than any
 Eurodollar Rate Loans with respect to which the Effective Date is the
first day of a new Interest Period); and                            

2 

EX-4.(G)
3rd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 3rd
      (ii) Promptly thereafter (but in any event on the same day), the
    Administrative Agent shall cause to be distributed in like funds to each
   Existing Lender, for the account of its Applicable Lending Office, such
Existing Lender's Ratable Portion (as defined in each of the Parent 
  Facility and the Subsidiary Facility, but without giving effect to the
provisions of Article I of this Agreement (the "Unadjusted Ratable  
   Portion")) of (x) the amount paid by the New Lenders pursuant to clause
   (i) of this Section 2.1 in respect of the reallocation of loans and (y)
the Breakage Amount, if any, paid by the New Lenders.               

            Section 2.2. Subject to the prior effectiveness of this Amendment,
before 11:00 A.M. (New York City time) on the Effective Date:                   

         (i) Each Existing Lender shall make available to the Administrative
     Agent, for the respective accounts of the New Lenders, an amount equal to
     the aggregate of (x) such Existing Lender's Unadjusted Ratable Portion of
   the Breakage Amount (as defined below), if any, payable by the Existing
     Lenders, and (y) the Participation Fee (as defined below) payable by such
Existing Lender; and                                                

      (ii) Promptly thereafter (but in any event on the same day), the
    Administrative Agent shall cause to be distributed in like funds to each
  New Lender, for the account of its Applicable Lending Office, such New
      Lender's Adjusted Ratable Portion of the (x) Breakage Amount, if any, paid
   by the Existing Lenders and (y) the aggregate of the Participation Fees
paid by the Existing Lenders.                                       

        Section 2.3. The "Breakage Amount" with respect to each Eurodollar
Rate Loan shall be the amount calculated in accordance with the following       
formula:                                                                        

Principal Amount x [(New LIBOR - Old LIBOR)/360] x Number of Days   
Remaining                                                           

where:                                                                          

Principal Amount =  The aggregate of the Adjusted                   
          Ratable Portions of the New Lenders of
       the applicable Eurodollar Rate Loan

New LIBOR = Eurodollar Rate determined in respect of                
such Loan for the Interest Period           
commencing on the Effective Date            

3 

EX-4.(G)
4th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 4th
Old LIBOR = Eurodollar Rate in effect with respect to such Loan     
immediately prior to the Effective Date     

Number of Days Remaining = Number of days remaining in              
                             the Interest Period applicable to such Loan

If such amount is a negative number, the absolute value of such amount shall be 
payable only by the New Lenders for the account of the Existing Lenders. If such
amount is a positive number, such amount shall be payable only by the Existing  
Lenders to the New Lenders.                                                     

          Section 2.3. The "Participation Fee" payable by each Existing Lender
shall be the amount set forth with respect to such Existing Lender in the       
following table:                                                                

Category of Existing Lender     Amount of Participation Fee                 
---------------------------     ---------------------------                 
Managing Agent                            $67,286.50                            
Agent                                     $64,851.57                            
Co-Agent                                  $46,322.55                            

         Section 2.4 Upon receipt of the monies by the Administrative Agent,
as provided in Sections 2.1(i) and 2.2(i), and payment of the monies by the     
Administrative Agent, as provided in Section 2.1(ii) and 2.2(ii), the           
Administrative Agent shall make appropriate entries in its books pursuant to    
Section 13.7(g) of the Parent Facility and Section 10.7(g) of the Subsidiary    
Facility to reflect the reallocation of Commitments and Loans effected by this  
Amendment.                                                                      

    Section 2.4. The provisions of this Article are solely for the
benefit of the Existing Lenders and the New Lenders and may not be enforced by  
any other party.                                                                

 ARTICLE III

 Effectiveness

       Section 3.1. This Amendment will be effective as of the Effective
Date and following the execution thereof by each of Viacom, each Subsidiary     
Borrower, each Guarantor Subsidiary and each Existing Lender and New Lender     
identified on the signature pages hereof.                                       

4 

EX-4.(G)
5th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 5th
ARTICLE IV

Representations and Warranties

         Section 4.1. Each of the Borrower, the Subsidiary Borrowers and the
Subsidiary Guarantors hereby represents and warrants that on the Effective Date,
both before and after giving effect to this Amendment, no Default or Event of   
Default shall exist or be continuing under the Parent Facility or the Subsidiary
Facility.                                                                       

 ARTICLE V

 Miscellaneous

          Section 5.1. Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to them in each of the Parent Facility  
and the Subsidiary Facility.                                                    

        Section 5.2. Except as amended hereby, all of the terms of each of
the Parent Facility and the Subsidiary Facility shall remain and continue in    
full force and effect and are hereby confirmed in all respects.                 

           Section 5.3. This Amendment shall be a Loan Document for the purposes
of the Parent Facility and Subsidiary Facility.                                 

Section 5.4. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto were upon the same instrument. Delivery of an executed       
counterpart of a signature page of this Amendment by telecopier shall be        
effective as delivery of a manually executed counterpart of this Amendment.     

       Section 5.5. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS 
OF THE STATE OF NEW YORK.                                                       

5 

EX-4.(G)
6th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 6th
          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.                            

                      VIACOM INC., as Borrower

                      By: /s/ Vaughn A. Clarke
                           -----------------------
                          Name: Vaughn A. Clarke
                      Title: Senior Vice
                                      President, Treasurer

                             VIACOM INTERNATIONAL INC., as a
                                     Subsidiary Borrower and as a Subsidiary
       Guarantor

                      By: /s/ Vaughn A. Clarke
                           -----------------------
                          Name: Vaughn A. Clarke
                      Title: Senior Vice
                                      President, Treasurer

                                   On behalf of the following Subsidiary
        Borrowers:

                                VIACOM CABLEVISION OF DAYTON INC.,

        WNYT INC.,

           WMZQ INC. and

       WVIT INC.

                                 PARAMOUNT COMMUNICATIONS INC., as a
                  Subsidiary Guarantor

                      By: /s/ Vaughn A. Clarke
                           -----------------------
                          Name: Vaughn A. Clarke
                      Title: Senior Vice
                                      President, Treasurer

6 

EX-4.(G)
7th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 7th
EXISTING LENDERS  

Managing Agents   

                          THE BANK OF NEW YORK, as Managing Agent, the
            Documentation Agent and a Bank

        By: /s/ Vincent L. Pacilio
                 -----------------------------
            Name: Vincent L. Pacilio
         Title: Vice President

                    CITIBANK, N.A., as Managing Agent, the
             Administrative Agent and a Bank

    By: /s/ David D. Clark
                 -----------------------------
        Name: David D. Clark
         Title: Vice President

                           MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
       Managing Agent and a Bank

          By: /s/ Stephen J. Kenneally
                 -----------------------------
              Name: Stephen J. Kenneally
         Title: Vice President

                            BANK OF AMERICA NT&SA, as Managing Agent and a
Bank              

  By: /s/ Nancy L. Sun
                 -----------------------------
      Name: Nancy L. Sun
         Title: Vice President

7 

EX-4.(G)
8th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 8th
Agents            

                   BANK OF MONTREAL, as Agent and a Bank

  By: /s/ Yvonne Bos
                 -----------------------------
    Name: Yvonne Bos
            Title: Managing Director

                          THE BANK OF NOVA SCOTIA, as Agent and a Bank

      By: /s/ Vince Fitzgerald
                 -----------------------------
          Name: Vince Fitzgerald
         Title: Vice President

                             THE BANK OF TOKYO TRUST COMPANY, as Agent and a
Bank              

  By: /s/ Neal Hoffson
                 -----------------------------
      Name: Neal Hoffson
         Title: Vice President

                    BARCLAYS BANK PLC, as Agent and a Bank

     By: /s/ James L. Hatter
                 -----------------------------
         Name: James L. Hatter
   Title: Director

                              CANADIAN IMPERIAL BANK OF COMMERCE, as Agent and
a Bank            

   By: /s/ John H. Tyler
                 -----------------------------
       Name: John H. Tyler
         Title: Vice President

8 

EX-4.(G)
9th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 9th
                              THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
 as Agent and a Bank

      By: /s/ Bruce Langenkamp
                 -----------------------------
          Name: Bruce Langenkamp
         Title: Vice President

                            CREDIT LYONNAIS CAYMAN ISLAND BRANCH, as Agent
and a Bank        

           By: /s/ M. Bernadette Collins
                 -----------------------------
               Name: M. Bernadette Collins
         Title: Vice President

                               THE FIRST NATIONAL BANK OF BOSTON, as Agent and a
Bank              

    By: /s/ Mary M. Barcus
                 -----------------------------
        Name: Mary M. Barcus
         Title: Vice President

                         THE FUJI BANK, LIMITED, as Agent and a Bank

      By: /s/ Katsunori Nozawa
                 -----------------------------
          Name: Katsunori Nozawa
           Title: Vice President &
         Manager

                              THE INDUSTRIAL BANK OF JAPAN, LTD., as Agent and
a Bank            

  By: /s/ Jeffrey Cole
                 -----------------------------
      Name: Jeffrey Cole
         Title: Vice President

9 

EX-4.(G)
10th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 10th
                     LTCB TRUST COMPANY, as Agent and a Bank

      By: /s/ Tetsuya Fukunaga
                 -----------------------------
          Name: Tetsuya Fukunaga
         Title: Vice President

                    MELLON BANK, N.A., as Agent and a Bank

    By: /s/ Sean C. Gannon
                 -----------------------------
        Name: Sean C. Gannon
                   Title: Assistant Vice President

                            NATIONSBANK OF TEXAS N.A., as Agent and a Bank

   By: /s/ Chad E. Coben
                 -----------------------------
       Name: Chad E. Coben
                   Title: Assistant Vice President

                   SOCIETE GENERALE, as Agent and a Bank

      By: /s/ Pascale Hainline
                 -----------------------------
          Name: Pascale Hainline
         Title: Vice President

                            THE TORONTO-DOMINION BANK, as Agent and a Bank

     By: /s/ David G. Parker
                 -----------------------------
         Name: David G. Parker
          Title: Mgr. Cr. Admin.

10

EX-4.(G)
11th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 11th
             UNION BANK, as Agent and a Bank

   By: /s/ Bill D. Gooch
                 -----------------------------
       Name: Bill D. Gooch
                   Title: Assistant Vice President

Co-Agents         

                   CREDIT SUISSE, as Co-Agent and a Bank

     By: /s/ Michael C. Mast
                 -----------------------------
         Name: Michael C. Mast
                      Title: Member of Senior Management

       By: /s/ Scott E. Zoellner
                 -----------------------------
           Name: Scott E. Zoellner
    Title: Associate

                             THE DAI-ICHI KANGYO BANK LTD., NEW YORK BRANCH,
    as Co-Agent and a Bank

  By: /s/ Yosada Onoda
                 -----------------------------
      Name: Yosada Onoda
                Title: Senior Vice President

                             THE MITSUBISHI BANK, LIMITED, as Co-Agent and a
Bank              

   By: /s/ Paula Mueller
                 -----------------------------
       Name: Paula Mueller
         Title: Vice President

11

EX-4.(G)
12th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 12th
                            THE MITSUBISHI TRUST & BANKING CORPORATION, as
 Co-Agent and a Bank

            By: /s/ Patricia Loret de Mola
                 -----------------------------
                Name: Patricia Loret de Mola
                Title: Senior Vice President

                          ROYAL BANK OF CANADA, as Co-Agent and a Bank

By: /s/ E. Salazar
                 -----------------------------
    Name: E. Salazar
         Title: Senior Manager

                          THE SANWA BANK, LTD., as Co-Agent and a Bank

      By: /s/ Masaaki Ariyoshi
                 -----------------------------
          Name: Masaaki Ariyoshi
         Title: Vice President

                             THE SUMITOMO BANK, LIMITED, NEW YORK BRANCH, as
 Co-Agent and a Bank

      By: /s/ Shuntaro Higashi
                 -----------------------------
          Name: Shuntaro Higashi
                Title: Joint General Manager

12

EX-4.(G)
13th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 13th
                               UNION BANK OF SWITZERLAND, as Co-Agent and a Bank

       By: /s/ James P. Kelleher
                 -----------------------------
           Name: James P. Kelleher
              Title: Assistant Treasurer

     By: /s/ Peter B. Yearly
                 -----------------------------
         Name: Peter B. Yearly
         Title: Vice President

Syndication Agent 

                           JP MORGAN SECURITIES INC., as the Syndication
Agent             

     By: /s/ Barbara J. Asch
                 -----------------------------
         Name: Barbara J. Asch
         Title: Vice President

NEW LENDERS       

Lead Managers     

                       CHEMICAL BANK, as Lead Manager and a Bank

    By: /s/ John C. Coffin
                 -----------------------------
        Name: John C. Coffin
         Title: Vice President

13

EX-4.(G)
14th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 14th
                           DEUTSCHE BANK AG, through its New York and/or
                               Cayman Islands Branch, as Lead Manager and a Bank

   By: /s/ John R. Lilly
                 -----------------------------
       Name: John R. Lilly
         Title: Vice President

    By: /s/ Alain M. Bolea
                 -----------------------------
        Name: Alain M. Bolea
   Title: Director

Participants      

                            THE SAKURA BANK, LIMITED, as Participant and a
Bank              

     By: /s/ Yasuhiro Terada
                 -----------------------------
         Name: Yasahiro Terada
                            Title: Senior Vice President & Assistant
                 General Manager

                       COMPAGNIE FINANCIERE DE CIC ET DE L'UNION
                               EUROPEENNE, NEW YORK BRANCH, as Participant and a
Bank              

   By: /s/ Marcus Edward
                 -----------------------------
       Name: Marcus Edward
         Title: Vice President

  By: /s/ Sean Mounier
                 -----------------------------
      Name: Sean Mounier
         Title: Vice President

14

EX-4.(G)
15th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 15th
                      PNC BANK N.A., as Participant and a Bank

      By: /s/ Karen M. Wolters
                 -----------------------------
          Name: Karen M. Wolters
         Title: Vice President

                           FIRST INTERSTATE BANK OF WASHINGTON, N.A., as
    Participant and a Bank

      By: /s/ Susan Hendrixson
                 -----------------------------
          Name: Susan Hendrixson
         Title: Vice President

                           GULF INTERNATIONAL BANK, as Participant and a
Bank              

         By: /s/ Abdel-Fattah Tahoun
                 -----------------------------
             Name: Abdel-Fattah Tahoun
                Title: Senior Vice President

       By: /s/ Haytham F. Khalil
                 -----------------------------
           Name: Haytham F. Khalil
                   Title: Assistant Vice President

                          THE TOKAI BANK, LIMITED, NEW YORK BRANCH, as
    Participant and a Bank

   By: /s/ Masaharu Muto
                 -----------------------------
       Name: Masaharu Muto
                 Title: Deputy General Manager

15

EX-4.(G)
16th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 16th
                              THE YASUDA TRUST AND BANKING CO., LTD., NEW YORK
               BRANCH, as Participant and a Bank

  By: /s/ Neil T. Chau
                 -----------------------------
      Name: Neil T. Chau
               Title: First Vice President

EX-4.(G)
17th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 17th
Schedule I

 List of Lending Offices

Bank                                                                            
The Bank of New York                   Domestic Lending Office:                 

                  The Bank of New York
             One Wall Street
        16th Floor
                      New York, New York 10286

                        Eurodollar Lending Office:

  Same

Citibank, N.A.                         Domestic Lending Office:                 

            Citibank, N.A.
             399 Park Avenue
                      New York, New York 10043

                        Eurodollar Lending Office:

  Same

Morgan Guaranty Trust Company          Domestic Lending Office:                 
of New York                                                                 
                              Morgan Guaranty Trust Company of
                  New York
            60 Wall Street
                           New York, New York 10260-0060
                       Attention Loan Department
                  Telex #177615 MGT VT

                        Eurodollar Lending Office:

                   Morgan Guaranty Trust
                         Company of New York
                    Nassau, Bahamas Office
                      c/o J.P. Morgan Services
                         Loan Operations - 3rd Floor
                         500 Stanton Christiana Road
                    Newark, Delaware 19713

I-1 

EX-4.(G)
18th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 18th
Bank                                                                            
Bank of America NT&SA                  Domestic Lending Office:                 

                   Bank of America NT&SA
                    1850 Gateway Boulevard
       4th Floor
                       Concord, California 94520

                        Eurodollar Lending Office:

  Same

Bank of Montreal                       Domestic Lending Office:                 

                              Bank of Montreal, Chicago Branch
                      115 South LaSalle Street
        11th Floor
               Chicago, IL 60603

                        Eurodollar Lending Office:

  Same

The Bank of Nova Scotia                Domestic Lending Office:                 

                     The Bank of Nova Scotia
             1 Liberty Plaza
        26th Floor
                New York, NY 10006

                        Eurodollar Lending Office:

  Same

The Bank of Tokyo Trust Company        Domestic Lending Office:                 

                             The Bank of Tokyo Trust Company
                         1251 Avenue of the Americas
        12th Floor
                      New York, New York 10116

                        Eurodollar Lending Office:

  Same

I-2 

EX-4.(G)
19th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 19th
Bank                                                                            
Barclays Bank PLC                      Domestic Lending Office:                 

           Barclays Bank
          222 Broadway
        12th Floor
                New York, NY 10038

                        Eurodollar Lending Office:

  Same

Canadian Imperial Bank                 Domestic Lending Office:                 
of Commerce                                                                 
                       Canadian Imperial Bank of
      Commerce
                  425 Lexington Avenue
                    Syndication Department
       7th Floor
                       New York, New York  10017

                        Eurodollar Lending Office:

  Same

The Chase Manhattan Bank               Domestic Lending Office:                 
(National Association)                                                      
                      The Chase Manhattan Bank
                    (National Association)
                       One Chase Manhattan Plaza
                       New York, New York  10081

                        Eurodollar Lending Office:

  Same

Credit Lyonnais Cayman Island          Domestic Lending Office:                 
Branch                                                                          
             Credit Lyonnais
                         1301 Avenue of the Americas
                       New York, New York  10019

                        Eurodollar Lending Office:

  Same

I-3 

EX-4.(G)
20th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 20th
Bank                                                                            
The First National Bank of Boston      Domestic Lending Office:                 

                               The First National Bank of Boston
                100 Federal Street
               Mailstop 01-08-08
              Boston, MA 02110

                        Eurodollar Lending Office:

  Same

The Fuji Bank, Limited                 Domestic Lending Office:                 

                    The Fuji Bank, Limited
                    Two World Trade Center
        79th Floor
                      New York, New York 10048

                        Eurodollar Lending Office:

  Same

The Industrial Bank of                 Domestic Lending Office:                 
Japan, Ltd.                                                                 
                           The Industrial Bank of Japan,
  Ltd.
             245 Park Avenue
                      New York, New York 10167

                        Eurodollar Lending Office:

  Same

LTCB Trust Company                     Domestic Lending Office:                 

                LTCB Trust Company
          165 Broadway
        49th Floor
                New York, NY 10006

                        Eurodollar Lending Office:

  Same

I-4 

EX-4.(G)
21st Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 21st
Bank                                                                            
Mellon Bank, N.A.                      Domestic Lending Office:                 

               Mellon Bank, N.A.
                  3 Mellon Bank Center
       Room 2304
                  Pittsburgh, PA 15259

                        Eurodollar Lending Office:

  Same

NationsBank of Texas N.A.              Domestic Lending Office:                 

         NationsBank
              901 Miami Street
        67th Floor
              Dallas, TX 75202

                        Eurodollar Lending Office:

  Same

Societe Generale                       Domestic Lending Office:                 

              Societe Generale
                  50 Rockefeller Plaza
        5th Avenue
        14th Floor
                New York, NY 10020

                        Eurodollar Lending Office:

  Same

The Toronto-Dominion Bank              Domestic Lending Office:                 

                       The Toronto-Dominion Bank
               909 Fannin Street
               Houston, TX 77010

                        Eurodollar Lending Office:

  Same

I-5 

EX-4.(G)
22nd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 22nd
Bank                                                                            
Union Bank                             Domestic Lending Office:                 

                      Union Bank of California
                      445 South Figuera Street
        15th Floor
                   Los Angeles, CA 90071

                        Eurodollar Lending Office:

  Same

Credit Suisse                          Domestic Lending Office:                 

           Credit Suisse
                 12 East 49th Street
                       New York, New York  10017

                        Eurodollar Lending Office:

  Same

The Dai-Ichi Kangyo Bank Ltd., New     Domestic Lending Office:                 
York Branch                                                                     
                      The Dai-Ichi Kangyo Bank
                    One World Trade Center
        Suite 4911
                New York, NY 10048

                        Eurodollar Lending Office:

  Same

The Mitsubishi Bank, Limited           Domestic Lending Office:                 

                       The Mitsubishi Bank, Ltd.
             New York Branch
                        Two World Financial Center
                225 Liberty Street
                      New York, New York 10281

                        Eurodollar Lending Office:

  Same

I-6 

EX-4.(G)
23rd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 23rd
Bank                                                                            
The Mitsubishi Trust & Banking         Domestic Lending Office:                 
Corporation                                                                     
                            The Mitsubishi Trust & Banking
   Corp.
                520 Madison Avenue
        26th Floor
                New York, NY 10022

                        Eurodollar Lending Office:

  Same

Royal Bank of Canada                   Domestic Lending Office:                 

                  Royal Bank of Canada
             New York Branch
                      c/o Royal Bank of Canada
                        New York Operations Center
              Pierrepont Plaza
                   300 Cadman Plaza West
                           Brooklyn, New York 11201-2701

                        Eurodollar Lending Office:

  Same

The Sanwa Bank, Ltd.                   Domestic Lending Office:                 

                  The Sanwa Bank, Ltd.
               Park Avenue Plaza
                 55 East 52nd Street
        24th Floor
                      New York, New York 10055

                        Eurodollar Lending Office:

  Same

I-7 

EX-4.(G)
24th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 24th
Bank                                                                            
The Sumitomo Bank, Limited, New York   Domestic Lending Office:                 
Branch                                                                          
                             The Sumitomo Bank, Limited, New
         York Branch
                    One World Trade Center
        Suite 9651
                New York, NY 10048

                        Eurodollar Lending Office:

  Same

Union Bank of Switzerland              Domestic Lending Office:                 

                       Union Bank of Switzerland
             299 Park Avenue
        33rd Floor
                New York, NY 10171

                        Eurodollar Lending Office:

  Same

Chemical Bank                          Domestic Lending Office:                 

           Chemical Bank
             270 Park Avenue
        10th Floor
                      New York, New York 10172

                        Eurodollar Lending Office:

  Same

Deutsche Bank AG                       Domestic Lending Office:                 

           Deutsche Bank
                 31 West 52nd Street
        24th Floor
                      New York, New York 10019

                        Eurodollar Lending Office:

  Same

I-8 

EX-4.(G)
25th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 25th
Bank                                                                            
The Sakura Bank, Limited               Domestic Lending Office:                 

                       The Sakura Bank, Limited,
             New York Branch
             277 Park Avenue
        45th Floor
                      New York, New York 10172

                        Eurodollar Lending Office:

  Same
Compagnie Financiere de CIC            Domestic Lending Office:                 
et de l'Union Europeenne,                                                       
New York Branch                        Compagnie Financiere de CIC              
                       et de l'Union Europeenne,
             New York Branch
                520 Madison Avenue
        37th Floor
                      New York, New York 10022

                        Eurodollar Lending Office:

  Same
PNC Bank N.A.                          Domestic Lending Office:                 

           PNC Bank N.A.
                      Broad & Chestnut Streets
            P. O. Box 7648
                              Philadelphia, Pennsylvania 19101

                        Eurodollar Lending Office:

  Same
First Interstate Bank of Washington,   Domestic Lending Office:                 
N.A.                                                                            
                      First Interstate Bank of
              Washington, N.A.
              999 Third Avenue
           Mail Stop 984
                       Seattle, Washington 98104

                        Eurodollar Lending Office:

  Same

I-9 

EX-4.(G)
26th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 26th
Gulf International                     Domestic Lending Office:                 

                     Gulf International Bank
                380 Madison Avenue
                      New York, New York 10017

                        Eurodollar Lending Office:

  Same
The Tokai Bank, Limited,               Domestic Lending Office:                 
New York Branch                                                                 
                      The Tokai Bank, Limited,
             New York Branch
                 55 East 52nd Street
                 (Park Avenue Plaza)
                      New York, New York 10055

                        Eurodollar Lending Office:

  Same
The Yasuda Trust and                   Domestic Lending Office:                 
Banking Co., Ltd.,                                                              
New York Branch                        The Yasuda Trust and                     
                Banking Co., Ltd.,
             New York Branch
              666 Fifth Avenue
       Suite 801
                      New York, New York 10103

                        Eurodollar Lending Office:

  Same

I-10

EX-4.(G)
27th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 27th
                                                        [Enlarge/Download Table]
                                           SCHEDULE II - PARENT FACILITY                                      


                                     Short-Term Loan    Revolving Loan         Term Loan           Total      
                                        Commitment        Commitment           Commitment        Commitment   
                                     ---------------    --------------       --------------    ---------------
                                                                                                              
The Bank of New York                 $110,294,117.65     $79,411,764.71      $96,573,529.42    $286,279,411.78
Citibank, N.A.                       $110,294,117.64     $79,411,764.70      $96,573,529.44    $286,279,411.78
Morgan Guaranty Trust                $110,294,117.65     $79,411,764.71      $96,573,529.42    $286,279,411.78
  Company of New York                                                                                         
Bank of America NT&SA                $110,294,117.65     $79,411,764.71      $96,573,529.42    $286,279,411.78

Bank of Montreal                      $90,960,953.35     $65,491,886.41      $79,645,410.75    $236,098,250.51
The Bank of Nova Scotia               $90,960,953.35     $65,491,886.41      $79,645,410.75    $236,098,250.51
The Bank of Tokyo Trust Company       $68,220,715.01     $49,118,914.81      $59,734,058.06    $177,073,687.88
Barclays Bank PLC                     $90,960,953.35     $65,491,886.41      $79,645,410.75    $236,098,250.51
Canadian Imperial Bank                $90,960,953.35     $65,491,886.41      $79,645,410.75    $236,098,250.51
  of Commerce                                                                                                 
The Chase Manhattan Bank N.A.         $90,960,953.35     $65,491,886.41      $79,645,410.75    $236,098,250.51
Credit Lyonnais Cayman                $90,960,953.35     $65,491,886.41      $79,645,410.75    $236,098,250.51
  Island Branch                                                                                               
The First National Bank of Boston     $90,960,953.35     $65,491,886.41      $79,645,410.75    $236,098,250.51
The Fuji Bank, Limited                $90,960,953.35     $65,491,886.41      $79,645,410.75    $236,098,250.51
The Industrial Bank of                $90,960,953.35     $65,491,886.41      $79,645,410.75    $236,098,250.51
  Japan, Ltd.                                                                                                 
LTCB Trust Company                    $90,960,953.35     $65,491,886.41      $79,645,410.75    $236,098,250.51
Mellon Bank, N.A.                     $90,960,953.35     $65,491,886.41      $79,645,410.75    $236,098,250.51
NationsBank of Texas N.A.             $90,960,953.35     $65,491,886.41      $79,645,410.75    $236,098,250.51
Societe Generale                      $90,960,953.35     $65,491,886.41      $79,645,410.75    $236,098,250.51
Toronto-Dominion Bank                 $90,960,953.35     $65,491,886.41      $79,645,410.75    $236,098,250.51
Union Bank                            $22,740,238.33     $16,372,971.60      $19,911,362.69     $59,024,562.62

Credit Suisse                         $64,972,109.53     $46,779,918.86      $56,889,579.10    $168,641,607.49
The Dai-Ichi Kangyo Bank              $64,972,109.53     $46,779,918.86      $56,889,579.10    $168,641,607.49
The Mitsubishi Bank, Limited          $64,972,109.53     $46,779,918.86      $56,889,579.10    $168,641,607.49
The Mitsubishi Trust &                $64,972,109.53     $46,779,918.86      $56,889,579.10    $168,641,607.49
  Banking Corporation                                                                                         
Royal Bank of Canada                  $64,972,109.53     $46,779,918.86      $56,889,579.10    $168,641,607.49
The Sanwa Bank, Ltd.                  $64,972,109.53     $46,779,918.86      $56,889,579.10    $168,641,607.49
Sumitomo Bank, Limited,               $64,972,109.53     $46,779,918.86      $56,889,579.10    $168,641,607.49
  New York Branch                                                                                             
Union Bank of Switzerland             $64,972,109.53     $46,779,918.86      $56,889,579.10    $168,641,607.49

Chemical Bank                         $36,764,705.88     $26,470,588.24      $32,191,176.47     $95,426,470.59
Deutsche Bank AG                      $36,764,705.88     $26,470,588.24      $32,191,176.47     $95,426,470.59
The Sakura Bank, Limited              $27,573,529.41     $19,852,941.18      $24,143,382.35     $71,569,852.94
Compagnie Financiere de CIC           $18,382,352.94     $13,235,294.12      $16,095,588.24     $47,713,235.30
  et de L'Union Europeenne,                                                                                   
  New York Branch                                                                                             
PNC Bank N.A.                         $18,382,352.94     $13,235,294.12      $16,095,588.24     $47,713,235.30
First Interstate Bank of               $9,191,176.47      $6,617,647.06       $8,047,794.12     $23,856,617.65
Washington, N.A.                                                                                              
Gulf International Bank                $9,191,176.47      $6,617,647.06       $8,047,794.12     $23,856,617.65
The Tokai Bank, Limited,               $9,191,176.47      $6,617,647.06       $8,047,794.12     $23,856,617.65
  New York Branch                                                                                             
The Yasuda Trust and Banking           $9,191,176.47      $6,617,647.06       $8,047,794.12     $23,856,617.65
  Co., Ltd., New York Branch                                                                                  

                                   $2,500,000,000.00  $1,800,000,000.00   $2,189,000,000.00  $6,489,000,000.00

EX-4.(G)
28th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 28th
                                                        [Enlarge/Download Table]
                                          SCHEDULE II - SUBSIDIARY FACILITY                       


                                                      Viacom        CableVision of                
                                                   International     Dayton, Inc.      WNYT Inc.  
                                                   -------------    -------------    -------------
                                                                                                  
The Bank of New York                               $4,411,764.71    $2,514,705.87    $1,588,235.29
Citibank, N.A.                                     $4,411,764.74    $2,514,705.87    $1,588,235.28
Morgan Guaranty Trust                              $4,411,764.71    $2,514,705.87    $1,588,235.29
  Company of New York                                                                             
Bank of America NT&SA                              $4,411,764.71    $2,514,705.87    $1,588,235.29

Bank of Montreal                                   $3,638,438.13    $2,073,909.74    $1,309,837.73
The Bank of Nova Scotia                            $3,638,438.13    $2,073,909.74    $1,309,837.73
The Bank of Tokyo Trust Company                    $2,728,828.60    $1,555,432.30      $982,378.30
Barclays Bank PLC                                  $3,638,438.13    $2,073,909.74    $1,309,837.73
Canadian Imperial Bank                             $3,638,438.13    $2,073,909.74    $1,309,837.73
  of Commerce                                                                                     
The Chase Manhattan Bank N.A.                      $3,638,438.13    $2,073,909.74    $1,309,837.73
Credit Lyonnais Cayman                             $3,638,438.13    $2,073,909.74    $1,309,837.73
  Island Branch                                                                                   
The First National Bank of Boston                  $3,638,438.13    $2,073,909.74    81,309,837.73
The Fuji Bank, Limited                             $3,638,438.13    $2,073,909.74    $1,309,837.73
The Industrial Bank of                             $3,638,438.13    $2,073,909.74    $1,309,837.73
  Japan, Ltd.                                                                                     
LTCB Trust Company                                 $3,638,438.13    $2,073,909.74    $1,309,837.73
Mellon Bank, N.A.                                  $3,638,438.13    $2,073,909.74    $1,309,837.73
NationsBank of Texas N.A.                          $3,638,438.13    $2,073,909.74    $1,309,837.73
Societe Generale                                   $3,638,438.13    $2,073,909.74    $1,309,837.73
Toronto-Dominion Bank                              $3,638,438.13    $2,073,909.74    $1,309,837.73
Union Bank                                           $909,609.53      $518,477.43      $327,459.43

Credit Suisse                                      $2,598,884.38    $1,481,364.10      $935,598.38
The Dai-Ichi Kangyo Bank                           $2,598,884.38    $1,481,364.10      $935,598.38
The Mitsubishi Bank, Limited                       $2,598,884.38    $1,481,364.10      $935,598.38
The Mitsubishi Trust &                             $2,598,884.38    $1,481,364.10      $935,598.38
  Banking Corporation                                                                             
Royal Bank of Canada                               $2,598,884.38    $1,481,364.10      $935,598.38
The Sanwa Bank, Ltd.                               $2,598,884.38    $1,481,364.10      $935,598.38
Sumitomo Bank, Limited,                            $2,598,884.38    $1,481,364.10      $935,598.38
  New York Branch                                                                                 
Union Bank of Switzerland                          $2,598,884.38    $1,481,364.10      $935,598.38

Chemical Bank                                      $1,470,588.24      $838,235.29      $529,411.76
Deutsche Bank AG                                   $1,470,588.24      $838,235.29      $529,411.76
The Sakura Bank, Limited                           $1,102,941.18      $628,676.47      $397,058.82
Compagnie Financiere de CIC et                       $735,294.12      $419,117.65      $264,705.88
  de L'Union Europeenne,                                                                          
  New York Branch                                                                                 
PNC Bank N.A.                                        $735,294.12      $419,117.65      $264,705.88
First Interstate Bank of Washington, N.A.            $367,647.06      $209,558.82      $132,352.94
Gulf International Bank                              $367,647.06      $209,558.82      $132,352.94
The Tokai Bank, Limited,                             $367,647.06      $209,558.82      $132,352.94
  New York Branch                                                                                 
The Yasuda Trust and Banking                         $367,647.06      $209,558.82      $132,352.94
  Co., Ltd., New York Branch                                                                      

                                                 $100,000,000.00   $57,000,000.00   $36,000,000.00

EX-4.(G)
29th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 29th
                                                        [Enlarge/Download Table]

                                                                               Total     
                                              WMZQ Inc.      WVIT Inc.       Commitment  
                                              ---------      ---------       ----------  
                                                                                         
The Bank of New York                       $2,250,000.00   $2,955,882.35   $13,720,588.22
Citibank, N.A.                             $2,250,000.00   $2,955,882.33   $13,720,588.22
Morgan Guaranty Trust                      $2,250,000.00   $2,955,882.35   $13,720,588.22
  Company of New York                                                                    
Bank of America NT&SA                      $2,250,000.00   $2,955,882.35   $13,720,588.22

Bank of Montreal                           $1,855,603.45   $2,437,753.55   $11,315,542.60
The Bank of Nova Scotia                    $1,855,603.45   $2,437,753.55   $11,315,542.60
The Bank of Tokyo Trust Company            $1,391,702.59   $1,828,315.16    $8,486,656.95
Barclays Bank PLC                          $1,855,603.45   $2,437,753.55   $11,315,542.60
Canadian Imperial Bank                     $1,855,603.45   $2,437,753.55   $11,315,542.60
  of Commerce                                                                            
The Chase Manhattan Bank N.A.              $1,855,603.45   $2,437,753.55   $11,315,542.60
Credit Lyonnais Cayman                     $1,855,603.45   $2,437,753.55   $11,315,542.60
  Island Branch                                                                          
The First National Bank of Boston          $1,855,603.45   $2,437,753.55   $11,315,542.60
The Fuji Bank, Limited                     $1,855,603.45   $2,437,753.55   $11,315,542.60
The Industrial Bank of                     $1,855,603.45   $2,437,753.55   $11,315,542.60
  Japan, LTD.                                                                            
LTCB Trust Company                         $1,855,603.45   $2,437,753.55   $11,315,542.60
Mellon Bank, N.A.                          $1,855,603.45   $2,437,753.55   $11,315,542.60
NationsBank of Texas N.A.                  $1,855,603.45   $2,437,753.55   $11,315,542.60
Societe Generale                           $1,855,603.45   $2,437,753.55   $11,315,542.60
Toronto-Dominion Bank                      $1,855,603.45   $2,437,753.55   $11,315,542.60
Union Bank                                   $463,900.87     $609,438.39    $2,828,885.65

Credit Suisse                              $1,325,431.03   $1,741,252.54    $8,082,530.43
The Dai-Ichi Kangyo Bank                   $1,325,431.03   $1,741,252.54    $8,082,530.43
The Mitsubishi Bank, Limited               $1,325,431.03   $1,741,252.54    $8,082,530.43
The Mitsubishi Trust &                     $1,325,431.03   $1,741,252.54    $8,082,530.43
  Banking Corporation                                                                    
Royal Bank of Canada                       $1,325,431.03   $1,741,252.54    $8,082,530.43
The Sanwa Bank, Ltd.                       $1,325,431.03   $1,741,252.54    $8,082,530.43
Sumitomo Bank, Limited,                    $1,325,431.03   $1,741,252.54    $8,082,530.43
  New York Branch                                                                        
Union Bank of Switzerland                  $1,325,431.03   $1,741,252.54    $8,082,530.43

Chemical Bank                                $750,000.00     $985,294.12    $4,573,529.40
Deutsche Bank AG                             $750,000.00     $985,294.12    $4,573,529.40
The Sakura Bank Limited                      $562,500.00     $738,970.59    $3,430,147.06
Compagnie Financiere de                      $375,000.00     $492,647.06    $2,286,764.71
  CIC et de L'Union Europeenne,                                                          
  New York Branch                                                                        
PNC Bank N.A.                                $375,000.00     $492,647.06    $2,286,764.71
First Interstate Bank of Washington, N.A.    $187,500.00     $246,323.53    $1,143,382.35
Gulf International Bank                      $187,500.00     $246,323.53    $1,143,382.35
The Tokai Bank, Limited,                     $187,500.00     $246,323.53    $1,143,382.35
  New York Branch                                                                        
The Yasuda Trust and Banking                 $187,500.00     $246,323.53    $1,143,382.35
  Co., Ltd., New York Branch                                                             

                                          $51,000,000.00  $67,000,000.00  $311,000,000.00

EX-4.(G)
30th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 30th
 AMENDMENT

       This Amendment ("Amendment"), dated as of May 15, 1995, shall be:

         AMENDMENT NO. 3 to the $6.489 BILLION CREDIT AGREEMENT, dated as of
July 1, 1994, as amended as of August 5, 1994 by Amendment No. 1 and as of      
September 29, 1994 by Amendment No. 2 (the "Parent Facility"), among VIACOM     
INC., a Delaware corporation ("Viacom"), each of the several Banks, THE BANK OF 
NEW YORK, as a Managing Agent and as the Documentation Agent, CITIBANK, N.A., as
a Managing Agent and as the Administrative Agent, MORGAN GUARANTY TRUST COMPANY 
OF NEW YORK, as a Managing Agent, JP MORGAN SECURITIES INC., as the Syndication 
Agent, BANK OF AMERICA NT&SA, as a Managing Agent, the Banks identified as      
Agents on the signature pages thereof, as Agents, and the Banks identified as   
Co-Agents on the signature pages thereof, as Co-Agents; and                     

       AMENDMENT NO. 2 to the $311 MILLION CREDIT AGREEMENT, dated as of
July 1, 1994, as amended as of August 5, 1994 by Amendment No. 1 (the           
"Subsidiary Facility"), among VIACOM CABLEVISION OF DAYTON INC., WNYT INC., WMZQ
INC., WVIT INC. and VIACOM INTERNATIONAL INC., each a Delaware corporation      
(collectively, "Subsidiary Borrowers"), each of the several Banks, THE BANK OF  
NEW YORK, as a Managing Agent and as the Documentation Agent, CITIBANK, N.A., as
a Managing Agent and as the Administrative Agent, MORGAN GUARANTY TRUST COMPANY 
OF NEW YORK, as a Managing Agent, JP MORGAN SECURITIES INC., as the Syndication 
Agent, BANK OF AMERICA NT&SA, as a Managing Agent, the Banks identified as      
Agents on the signature pages thereof, as Agents, and the Banks identified as   
Co-Agents on the signature pages thereof, as Co-Agents.                         

W I T N E S S E T H:

         WHEREAS, Viacom and the Subsidiary Borrowers have requested certain
amendments to be made to certain provisions of the Parent Facility and the      
Subsidiary Facility, respectively; and                                          

      WHEREAS, the parties who have heretofore entered into the Parent
Facility and the Subsidiary Facility now desire to amend such provisions of such
agreements.                                                                     

NOW, THEREFORE, the parties hereto agree as follows:      

EX-4.(G)
31st Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 31st
          SECTION 1. Amendments. (a) The definition of EBIDT in Section 1.1 of
the Parent Facility is hereby amended by:                                       

           (i) deleting clause (a)(ii) in its entirety and replacing it with the
following:                                                                      

               "(ii) amortization expense (including all amortization expenses
       recognized in accordance with APB 16 and 17 but excluding (A) all
       other amortization of programming, production and pre-publication
costs and (B) amortization of videocassettes)";           

and                                                                             

          (ii) deleting the phrase ", less (c) Net Video Tape Purchases" after
the word "definition" at the end of clause (b).                                 

        (b) Section 1.1 of the Parent Facility is hereby amended to delete
the definition of Net Video Tape Purchases.                                     

          (c) The definition of "Applicable Eurodollar Rate Margin" in Section
1.1 of each of the Parent Facility and the Subsidiary Facility is hereby amended
by deleting the first proviso in its entirety and replacing it with the         
following:                                                                      

           "provided, however, that if the ratings assigned by S&P and
          Moody's shall differ, the Credit Rating shall be the rating which is
the higher rating".                                       

       (d)  Section 2.3 (b) of the Parent Facility is hereby amended by:

        (i) inserting the words "or Capital Market Transaction date" after
the words "related sale date" in clause (y) thereof;                            

         (ii)  deleting the number $250 million in clause (y)(C) thereof and
replacing it with the number $500 million;                                      

         (iii) replacing the word "reinvested", wherever it appears therein,
with the words "used to acquire assets";                                        

2 

EX-4.(G)
32nd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 32nd
           (iv) replacing the word "reinvestment", in the first place it appears
therein, with the words "use for acquisitions"; and                             

          (v) replacing the words "reinvestment of Net Cash Proceeds" with the
words "use of Net Cash Proceeds for acquisitions".                              

        (e) Each of Section 5.4 (a) of the Parent Facility and Section 3.4
(a) of the Subsidiary Facility is hereby amended by deleting the proviso in its 
entirety and replacing it with the following:                                   

           "provided, however, that if the ratings assigned by S&P and
          Moody's shall differ, the Credit Rating shall be the rating which is
the higher rating".                                       

  (f) Section 10.6 of the Parent Facility is hereby amended by
replacing it in its entirety with the following:                                

             "10.6. Subsidiary Indebtedness. The Borrower shall not permit
          any of its Subsidiaries, other than a Guarantor Subsidiary, to incur
         Indebtedness for borrowed money other than (a) the Subsidiary Loans
 (as defined in the Subsidiary Facility), (b) under existing
       facilities identified on Schedule 10.6 to Amendment No. 2 to this
  Agreement or any replacement facilities thereto which in the
    aggregate do not exceed the amounts of the commitments on such
      Schedule and (c) Indebtedness for borrowed money in an aggregate
         amount at any time outstanding of not more than $25 million for all
of its Subsidiaries other than a Guarantor Subsidiary".   

     (g) Section 7.4 of the Subsidiary Facility is hereby amended by
adding after the word "Agreement" the phrase "and other than Indebtedness       
permitted pursuant to Section 10.6 of the Parent Facility".                     

        (h) Each of Section 10.7 of the Parent Facility and Section 7.5 of
the Subsidiary Facility is hereby amended by inserting the following after the  
words "Commercial Paper" in the parentheses:                                    

             "and up to $500 million of Indebtedness with maturities of no
         less than seven years from the date such Indebtedness is incurred".

3 

EX-4.(G)
33rd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 33rd
         SECTION 2. Effectiveness. This Amendment will be effective upon the
execution hereof by each of Viacom, each Subsidiary Borrower, the Guarantor     
Subsidiary and (i) except in the case of the amendments contained in Sections   
1(c) and (e) hereof, the Majority Banks and (ii) in the case of the amendments  
contained in Sections 1(c) and (e) hereof, each of the Banks.                   

    SECTION 3. Representations and Warranties. Each of Viacom, the
Subsidiary Borrowers and the Guarantor Subsidiary hereby represents and warrants
that as of the date hereof, both before and after giving effect to this         
Amendment, no Default or Event of Default shall exist or be continuing under the
Parent Facility or the Subsidiary Facility.                                     

           SECTION 4.  Miscellaneous.  (a) Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in each of the
Parent Facility and the Subsidiary Facility.                                    

          (b) Except as amended hereby, all of the terms of each of the Parent
Facility and the Subsidiary Facility shall remain and continue in full force and
effect and are hereby confirmed in all respects.                                

         (c) This Amendment shall be a Loan Document for the purposes of the
Parent Facility and the Subsidiary Facility.                                    

          (d) This Amendment may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures thereto
were upon the same instrument. Delivery of an executed counterpart of a         
signature page of this Amendment by telecopier shall be effective as delivery of
a manually executed counterpart of this Amendment.                              

      (e) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE  
STATE OF NEW YORK.                                                              

         SECTION 5. Guarantor Subsidiary Confirmation. By signing below, the
Guarantor Subsidiary hereby agrees to the terms of the foregoing Amendment and  
confirms that the VII Guarantee remains in full force and effect.               

4 

EX-4.(G)
34th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 34th
         SECTION 6. Viacom Inc. Confirmation. By signing below, Viacom Inc.,
as guarantor under the Parent Guarantee ("Parent Guarantor"), hereby agrees to  
the terms of the foregoing Amendment and confirms that the Parent Guarantee     
remains in full force and effect.                                               

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.                            

                                      VIACOM INC., as Borrower and as Parent
         Guarantor

                       By: /s/ Vaughn A. Clark
                                  ----------------------------
                           Name: Vaughn A. Clark
                                   Title: Senior Vice President,
                             Treasurer

                               VIACOM INTERNATIONAL INC., as a
                                      Subsidiary Borrower and as a Guarantor
          Subsidiary

                       By: /s/ Vaughn A. Clark
                                  ----------------------------
                           Name: Vaughn A. Clark
                                   Title: Senior Vice President,
                             Treasurer

                                     On behalf of the following Subsidiary
          Borrowers:

                                  VIACOM CABLEVISION OF DAYTON INC.,

          WNYT INC.,

             WMZQ INC. and

         WVIT INC.

                       By: /s/ Vaughn A. Clark
                                  ----------------------------
                           Name: Vaughn A. Clark
                                   Title: Senior Vice President,
                             Treasurer

5 

EX-4.(G)
35th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 35th
               Managing Agents

                                        THE BANK OF NEW YORK, as Managing Agent,
                                  the Documentation Agent and a Bank

                          By: /s/ Geoffrey C. Brooks
                                  ----------------------------
                              Name: Geoffrey C. Brooks
                           Title: Vice President

                                      CITIBANK, N.A., as Managing Agent, the
                               Administrative Agent and a Bank

                           By: /s/ Margaret C. Ullrich
                                  ----------------------------
                               Name: Margaret C. Ullrich
                           Title: Vice President

                                    MORGAN GUARANTY TRUST COMPANY OF NEW
                                  YORK, as Managing Agent and a Bank

                          By: /s/ Mathias Blumschein
                                  ----------------------------
                              Name: Mathias Blumschein
                      Title: Associate

                                        BANK OF AMERICA NT&SA, as Managing Agent
          and a Bank

                     By:/s/ Amy S. Trapp
                                  ----------------------------
                        Name: Amy S. Trapp
                           Title: Vice President

6 

EX-4.(G)
36th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 36th
      Agents

                                     BANK OF MONTREAL, as Agent and a Bank

                  By: /s/ Yvonne Bos
                                  ----------------------------
                      Name: Yvonne Bos
                             Title:Managing Director

                                       THE BANK OF NOVA SCOTIA, as Agent and a
    Bank

                           By: /s/ Vince J. Fitzgerald
                                  ----------------------------
                               Name: Vince J. Fitzgerald
                                     Title: Senior Relationship Mgr.

                                     BANK OF TOKYO TRUST COMPANY, as Agent
          and a Bank

                    By: /s/ Charles Poer
                                  ----------------------------
                        Name: Charles Poer
                                     Title: Vice President & Manager

                                      BARCLAYS BANK PLC, as Agent and a Bank

                          By: /s/ Michael W. Ballard
                                  ----------------------------
                              Name: Michael W. Ballard
                              Title:Associate Director

                                      CANADIAN IMPERIAL BANK OF COMMERCE, as
                Agent and a Bank

                 By:/s/ John Tyler
                                  ----------------------------
                      Name: John Tyler
                           Title: Vice President

7 

EX-4.(G)
37th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 37th
                                  THE CHASE MANHATTAN BANK (NATIONAL
                                 ASSOCIATION), as Agent and a Bank

                        By: /s/ Bruce Longenkamp
                                  ----------------------------
                            Name: Bruce Longenkamp
                          Title:Vice President

                                        CREDIT LYONNAIS CAYMAN ISLAND BRANCH, as
                Agent and a Bank

                             By: /s/ M. Bernadette Collins
                                  ----------------------------
                                 Name: M. Bernadette Collins
                                Title:Authorized Signature

                                     THE FIRST NATIONAL BANK OF BOSTON, as
                Agent and a Bank

                      By: /s/ Mary M. Barcus
                                  ----------------------------
                          Name: Mary M. Barcus
                           Title: Vice President

                                      THE FUJI BANK, LIMITED, as Agent and a
    Bank

                          By: /s/ Kazuaki Kitabatake
                                  ----------------------------
                              Name: Kazuaki Kitabatake
                                 Title:Joint General Manager

                                      THE INDUSTRIAL BANK OF JAPAN, LTD., as
                Agent and a Bank

8 

EX-4.(G)
38th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 38th
                    By: /s/ Jeffrey Cole
                                  ----------------------------
                        Name: Jeffrey Cole
                                 Title:Senior Vice President

                                       LTCB TRUST COMPANY, as Agent and a Bank

                    By: /s/ John A. Krob
                                  ----------------------------
                        Name: John A. Krob
                                  Title: Senior Vice President

                                      MELLON BANK, N.A., as Agent and a Bank

                      By: /s/ G. Luis Ashley
                                  ----------------------------
                          Name: G. Luis Ashley
                                 Title: First Vice President

                                        NATIONSBANK OF TEXAS, N.A., as Agent and
      a Bank

                     By: /s/ Chad E. Coben
                                  ----------------------------
                         Name: Chad E. Coben
                           Title: Vice President

                                     SOCIETE GENERALE, as Agent and a Bank

                        By: /s/ Pascale Hainline
                                  ----------------------------
                            Name: Pascale Hainline
                          Title:Vice President

9 

EX-4.(G)
39th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 39th
                                       THE TORONTO-DOMINION BANK, as Agent and
      a Bank

                    By: /s/ Neva Nesbitt
                                  ----------------------------
                        Name: Neva Nesbitt
                                 Title:Manager Credit Admin.

                               UNION BANK, as Agent and a Bank

                        By: /s/ J. Kevin Sampson
                                  ----------------------------
                            Name: J. Kevin Sampson
            Title:

         Co-Agents

                                     CREDIT SUISSE, as Co-Agent and a Bank

                       By: /s/ Michael C. Mast
                                  ----------------------------
                           Name: Michael C. Mast
                                        Title: Member of Senior Management

                       By: /s/ Kristina Catlin
                                  ----------------------------
                           Name: Kristina Catlin
                      Title: Associate

                                       THE DAI-ICHI KANGYO BANK LTD., NEW YORK
                              BRANCH, as Co-Agent and a Bank

                   By: /s/ Shinya Wako
                                  ----------------------------
                       Name: Shinya Wako
                                 Title:Senior Vice President
                                     and Department Head

10

EX-4.(G)
40th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 40th
                                THE MITSUBISHI BANK, LIMITED, as
                   Co-Agent and a Bank

                     By: /s/ Paula Mueller
                                  ----------------------------
                         Name: Paula Mueller
                           Title: Vice President

                              THE MITSUBISHI TRUST & BANKING
                                   CORPORATION, as Co-Agent and a Bank

                              By: /s/ Patricia Loret de Mola
                                  ----------------------------
                                  Name: Patricia Loret de Mola
                                  Title: Senior Vice President

                                       ROYAL BANK OF CANADA, as Co-Agent and a
    Bank

                       By: /s/ Eduardo Salazar
                                  ----------------------------
                           Name: Eduardo Salazar
                           Title: Senior Manager

                                       THE SANWA BANK, LTD., as Co-Agent and a
    Bank

                           By: /s/ Dominic J. Sorresso
                                  ----------------------------
                               Name: Dominic J. Sorresso
                          Title:Vice President

                                    THE SUMITOMO BANK, LIMITED, NEW YORK
                              BRANCH, as Co-Agent and a Bank

                        By: /s/ Shuntaro Hisashi
                                  ----------------------------
                            Name: Shuntaro Hisashi
                                  Title: Joint General Manager

11

EX-4.(G)
41st Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 41st
                                      UNION BANK OF SWITZERLAND, as Co-Agent
          and a Bank

                         By: /s/ James P. Kelleher
                                  ----------------------------
                             Name: James P. Kelleher
                                     Title: Assistant Vice President

                        By: /s/ Peter B. Yearley
                                  ----------------------------
                            Name: Peter B. Yearley
                           Title: Vice President

                 Syndication Agent

                                 JP MORGAN SECURITIES INC., as the
                 Syndication Agent

                       By: /s/ Barbara J. Asch
                                  ----------------------------
                           Name: Barbara J. Asch
                          Title:Vice President

             Lead Managers

                                    CHEMICAL BANK, as Lead Manager and a
    Bank

                       By: /s/ Mary E. Cameron
                                  ----------------------------
                           Name: Mary E. Cameron
                           Title: Vice President

12

EX-4.(G)
42nd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 42nd
                                      DEUTSCHE BANK AG, through its New York
                                     and/or Cayman Islands Branch, as Lead
                  Manager and a Bank

                        By: /s/ Steven M. Godeke
                                  ----------------------------
                            Name: Steven M. Godeke
                           Title: Vice President

                      By: /s/ Bina R. Dabbah
                                  ----------------------------
                          Name: Bina R. Dabbah
                           Title: Vice President

            Participants

                        THE SAKURA BANK, LIMITED

                         By: /s/ Hiroshi Shimazaki
                                  ----------------------------
                             Name: Hiroshi Shimazaki
                                  Title: Senior Vice President
                               and Manager

                                 COMPAGNIE FINANCIERE DE CIC ET DE
                                   L'UNION EUROPEENNE, NEW YORK BRANCH

                                  By:/s/ Brian O'Leary/Marcus Edward
                                      --------------------------------
                                       Name: Brian O'Leary/Marcus Edward
                            Title: Vice Presidents

             PNC BANK N.A.

                        By: /s/ Karen M. Wolters
                                  ----------------------------
                            Name: Karen M. Wolters
                         Title: Vice President

13

EX-4.(G)
43rd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 43rd
                                    FIRST INTERSTATE BANK OF WASHINGTON,
    N.A.

                       By:/s/ Susan Hendrixson
                                  ----------------------------
                            Name: Susan Hendrixson
                           Title: Vice President

                       GULF INTERNATIONAL BANK

                          By:/s/ Abdel-Fattah Tahoun
                                  ----------------------------
                               Name: Abdel-Fattah Tahoun
                                  Title: Senior Vice President

                        By:/s/ Haytham F. Khalil
                                  ----------------------------
                             Name: Haytham F. Khalil
                                     Title: Assistant Vice President

                                        THE TOKAI BANK, LIMITED, NEW YORK BRANCH

                     By: /s/ Masaharu Muto
                                  ----------------------------
                         Name: Masaharu Muto
                                   Title: Deputy General Manager

                                       THE YASUDA TRUST AND BANKING CO., LTD.,
               NEW YORK BRANCH

                   By:/s/ Neil T. Chau
                                  ----------------------------
                        Name: Neil T. Chau
                                 Title: First Vice President

14

EX-4.(G)
44th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 44th
                                      BANK BRUSSELS LAMBERT, NEW YORK BRANCH

By: /s/ Denise Isherwood               By: /s/ Eric Hollanders                  
---------------------                  -----------------------------      
Name:  Denise Isherwood                 Name:  Eric Hollanders            
Title: Assistant Vice                   Title: Senior Vice President      
 President                             Credit Department

                                       BANQUE FRANCAISE DU COMMERCE EXTERIEUR,
               NEW YORK BRANCH

                       By: /s/ Peter K. Harris
                                  ----------------------------
                           Name: Peter K. Harris
                           Title: Vice President

                     By: /s/ William Marer
                                  ----------------------------
                         Name: William Marer
                                   Title: Vice President/Manager

               DEN DANSKE BANK

                      By: /s/ George Wendell
                                  ----------------------------
                          Name: George Wendell
                           Title: Vice President

                          By: /s/ Mogens Sondergaard
                                  ----------------------------
                              Name: Mogens Sondergaard
                           Title: Vice President

                                  FIRST UNION NATIONAL BANK OF NORTH
        CAROLINA

                               By: /s/ William F. Laponte, III
                                  ----------------------------
                                   Name: William F. Laponte, III
                           Title: Vice President

15

EX-4.(G)
45th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 45th
                                     NIPPON CREDIT BANK, LTD., LOS ANGELES
      AGENCY

                                   By: /s/ Bernardo E. Correa-Henschke
                                      --------------------------------
                                        Name:  Bernardo E. Correa-Henschke
                                       Title: Vice President and Manager

                              SHAWMUT BANK CONNECTICUT, N.A.

                      By: /s/ Robert F. West
                                  ----------------------------
                          Name: Robert F. West
                     Title: Director

                                  VAN KAMPEN PRIME RATE INCOME TRUST

                          By: /s/ Jeffrey W. Maillet
                                  ----------------------------
                              Name: Jeffrey W. Maillet
                           Title: Vice President
                                    & Portfolio Mgr.

                   FIRST HAWAIIAN BANK

                         By: /s/ William B. Schink
                                  ----------------------------
                             Name: William B. Schink
                           Title: Vice President

                             BAYERISCHE VEREINS BANK, A.G.

                    By: /s/ John Carlson
                                  ----------------------------
                        Name: John Carlson
                           Title: Vice President

                    By: /s/ Sylvia Cheng
                                  ----------------------------
                        Name: Sylvia Cheng
                           Title: Vice President

              BANK OF HAWAII

                        By: /s/ J. Bryan Scearce
                                  ----------------------------
                            Name: J. Bryan Scearce
                                     Title: Associate Vice President

16

EX-4.(G)
46th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 46th
                                        THE SUMITOMO TRUST BANKING COMPANY, LTD.

                       By: /s/ Suraj P. Bhatia
                                  ----------------------------
                           Name: Suraj P. Bhatia
                                  Title: Senior Vice President
                                          Manager, Corp. Finance

17

EX-4.(G)
47th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 47th
 AMENDMENT

        This Amendment ("Amendment"), dated as of November 17, 1995, shall
be:                                                                             

         AMENDMENT NO. 4 to the $6.489 BILLION CREDIT AGREEMENT, dated as of
July 1, 1994, as amended, ("Parent Facility") among VIACOM INC., a Delaware     
corporation ("Viacom"), each of the several Banks, THE BANK OF NEW YORK, as a   
Managing Agent and as the Documentation Agent, CITIBANK, N.A., as a Managing    
Agent and as the Administrative Agent, MORGAN GUARANTY TRUST COMPANY OF NEW     
YORK, as a Managing Agent, JP MORGAN SECURITIES INC., as the Syndication Agent, 
BANK OF AMERICA NT&SA, as a Managing Agent, the Banks identified as Agents on   
the signature pages thereof, as Agents, and the Banks identified as Co-Agents on
the signature pages thereof, as Co-Agents.                                      

       AMENDMENT NO. 3 to the $311 MILLION CREDIT AGREEMENT, dated as of
July 1, 1994, as amended, (the "Subsidiary Facility") among VIACOM CABLEVISION  
OF DAYTON INC., WNYT INC., WMZQ INC., WVIT INC., AND VIACOM INTERNATIONAL INC., 
each a Delaware corporation (collectively "Subsidiary Borrowers"), each of the  
several Banks, THE BANK OF NEW YORK, as a Managing Agent and as the             
Documentation Agent, CITIBANK, N.A., as a Managing Agent and as the             
Administrative Agent, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as a Managing  
Agent, JP MORGAN SECURITIES INC., as the Syndication Agent, BANK OF AMERICA     
NT&SA, as a Managing Agent, the Banks identified as Agents of the signature     
pages thereof, as Agents, and the Banks identified as Co-Agents on the signature
pages thereof, as Co-Agents.                                                    

 WITNESSETH:

           WHEREAS, Viacom, Viacom International Inc., a wholly-owned subsidiary
of Viacom ("VII"), Viacom International Services Inc., a wholly-owned subsidiary
of VII ("VII Services"), Tele-Communications Inc. ("TCI"), and TCI              
Communications Inc. ("TCI Sub"), a wholly -owned subsidiary of TCI, have entered
into a series of agreements ("the Transaction Documents", which are listed on   
Schedule I attached hereto) pursuant to which (i) VII will convey to VII        
Services proceeds from the $1.7 billion bank debt described below and all of its
assets relating to business operations other than the cable television business 
(the "Non Cable Businesses"), and VII Services will assume all of VII's         
liabilities (including its existing public debt and bank debt) other than the   
$1.7 Billion bank debt described below and liabilities relating to the cable    
television business (the "Cable Business"), (ii) VII will distribute the stock  
of VII Services to Viacom (the "First Distribution"), (iii) VII, after giving   

EX-4.(G)
48th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 48th
effect to the First Distribution, will be solely engaged in the Cable Business  
and VII will be recapitalized with new VII Class A common stock, (iv) the Class 
A common stock of VII will be split off to the shareholders of Viacom in an     
exchange offer (the "Exchange Offer") in which shares of Viacom common stock    
will be exchanged for shares of VII Class A common stock, (v) VII prior to the  
expiration of the Exchange Offer will borrow $1.7 billion from a syndicate of   
lenders, the proceeds of which will be deposited in a secured collateral account
until the date of consummation of the Exchange Offer when VII will transfer such
proceeds to VII Services as described above, and (vi) immediately after the     
split off, TCI has agreed to purchase Class B common stock of VII and the Class 
A common stock will be automatically converted upon such purchase into preferred
stock, and (vii) VII will no longer be a subsidiary of Viacom and will be       
renamed TCI Pacific Communications Inc. and VII Services will be renamed Viacom 
International Inc. (collectively the "Cable Transaction"); and                  

         WHEREAS, Viacom and the Subsidiary Borrowers have requested certain
amendments to be made to and certain consents obtained with respect to certain  
provisions of the Parent Facility and the Subsidiary Facility, respectively; and

      WHEREAS, the parties who have heretofore entered into the Parent
Facility and the Subsidiary Facility now desire to amend certain provisions of  
such agreements and for the Majority Banks to consent to the waiver of the      
application of certain other provisions in connection with the Cable            
Transaction,                                                                    

NOW THEREFORE, the parties hereto agree as follows:       

SECTION 1.  Amendments.                                   

             (a) The definition of Net Cash Proceeds in Section 1.1 of the
Parent Facility is hereby amended by adding the following provisions: "(v) with 
reference to proceeds from any sale of Spelling Entertainment Group Inc., the   
net amount paid by the Borrower for the portion of Virgin Interactive           
Entertainment Limited ("VIEL") not theretofore directly or indirectly owned by  
the Borrower, and (vi) with reference to proceeds from any sale of Spelling     
Entertainment Group Inc., that portion of the Net Cash Proceeds attributable to 
repayment of Indebtedness owed by Spelling Entertainment Group Inc. to the      
Borrower;"                                                                      

2 

EX-4.(G)
49th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 49th
               (b) Section 2.3 (b) of the Parent Facility is hereby amended by
replacing it in its entirety with the following:                                

                   "2.3(b)  Mandatory Reductions.  The Borrower shall reduce
the Short-Term Loan Commitment of each Bank by (i) each Bank's Ratable Portion  
of the amount received by the Borrower from VII Services representing the loan  
proceeds from VII in connection with the consummation of the Exchange Offer (the
"Cable Transaction Effective Date") and (ii) in the event that the Cable        
Transaction Effective Date has not occurred by May 31, 1996, by each Bank's     
Ratable Portion of the amount by which any Net Cash Proceeds received by the    
Borrower from the sale of Spelling Entertainment Group Inc. (or any of its      
subsidiaries other than VIEL) exceed $150 million. After the Short-Term Loan    
Commitments have been reduced to $0 and all Short-Term Loans have been repaid,  
no mandatory reductions of any Commitment shall be required from Net Cash       
Proceeds".                                                                      

            (c) Section 10.6 of the Parent Facility is hereby amended by
replacing it in its entirety with the following:                                

                  "10.6.  Subsidiary Indebtedness.  The Borrower shall not
permit any of its Subsidiaries, other than the Guarantor Subsidiary, to incur   
Indebtedness for borrowed money other than (a) the Subsidiary Loans (as defined 
in the Subsidiary Facility), (b) under existing facilities identified on        
Schedule 10.6 to this Amendment No. 4 or any replacement facilities thereto     
which in the aggregate do not exceed the amounts of the commitments on such     
Schedule and (c) Indebtedness for borrowed money in an aggregate amount at any  
time outstanding of not more than $300 million; provided, however, the aggregate
amount of Indebtedness for borrowed money scheduled to mature earlier than six  
months after the Commitment Termination Date at any time permitted to be        
outstanding under 10.6(c) and 10.7(b) may not exceed $300 million."             

            (d) Section 10.7 of the Parent Facility is hereby amended by
replacing it in its entirety with the following:                                

                 "10.7. Other Restrictions on Indebtedness. The Borrower
shall not, and shall not permit the Guarantor Subsidiary to, incur Indebtedness 
for borrowed money maturing earlier than six months after the Commitment        
Termination Date other than (a) Commercial Paper and (b) up to $300 million at  
any time outstanding (less the aggregate amount outstanding under 10.6(c)       

3 

EX-4.(G)
50th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 50th
scheduled to mature earlier than six months after the Commitment Termination    
Date) and on terms no more onerous than the terms hereof".                      

               (e) Section 7.5 of the Subsidiary Facility is hereby amended by
replacing it in its entirety with the following:                                

                 "7.5 Other Restrictions on Indebtedness.  No Subsidiary
Borrower shall incur Indebtedness for borrowed money maturing earlier than six  
months after the Commitment Termination Date other than (a) Commercial Paper and
(b) up to $300 million at any time outstanding (less the aggregate amount       
outstanding scheduled to mature earlier than six months after the Commitment    
Termination Date under 10.6(c) of the Parent Facility)".                        

            (f) Section 13.1 of the Parent Facility is hereby amended by
deleting the word "or" preceding clause (f) thereof and inserting the following 
new clause (g): "or (g) amend clause (i) of Section 13.6".                      

                (g) Section 10.1 of the Subsidiary Facility is hereby amended by
deleting the word "or" preceding clause (f) and inserting the following new     
clause (g): "or (g) amend clause (i) of Section 10.6".                          

               (h) Clause (i) of Section 13.6 of the Parent Facility is hereby
amended to read in its entirety as follows: "the Borrower shall have no right to
assign its rights or obligations hereunder or any interest herein (and any such 
purported assignment shall be void) without the prior consent of the Banks      
except in connection with any (x) merger or consolidation permitted under       
Section 10.2 or (y) merger, consolidation or sale of assets consented to by the 
Majority Banks".                                                                

            (i) Clause (i) of Section 10.6 of the Subsidiary Facility is
hereby amended to read in its entirety as follows: "no Subsidiary Borrower shall
have the right to assign its rights or obligations hereunder or any interest    
herein (and any such purported assignment shall be void) without the prior      
consent of the Banks, except in connection with any (x) merger or consolidation 
permitted under Section 10.2 of the Parent Facility or (y) merger, consolidation
or sale of assets consented to by the Majority Banks".                          

      SECTION 2.  Consents.  In connection with the Cable Transaction:

4 

EX-4.(G)
51st Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 51st
          (a) On the Cable Transaction Effective Date, the Guarantor
Subsidiary may assign all of its rights and obligations under the VII Guaranty  
to VII Services (which will change its name to Viacom International Inc.) if in 
connection therewith VII Services (i) assumes all of the obligations of VII     
under the VII Guaranty and (ii) receives an assignment of the Non Cable         
Businesses. VII Services will become the Guarantor Subsidiary and VII will be   
released from all of its obligations thereunder.                                

                (b) On the Cable Transaction Effective Date, the Subsidiary Loan
made to VII under the Subsidiary Facility may be assigned to VII Services if in 
connection therewith VII Services (i) assumes all of the obligations of VII     
under the Subsidiary Loan and (ii) receives an assignment of the Non Cable      
Businesses. VII Services will become a Subsidiary Borrower under the Subsidiary 
Facility and VII will be released from all of its obligations thereunder.       

          (c) Prior to the expiration of the Exchange Offer, VII may
borrow $1.7 billion from a syndicate of banks on terms permitted pursuant to the
Transaction Documents substantially in the form of those in effect at the date  
hereof and may grant such banks a Lien on such funds until they are released to 
VII Services on the date of consummation of the Exchange Offer and a lien on    
rights under the Subscription Agreement referred to in Schedule I.              

                (d) After the Cable Transaction Effective Date, VII Services may
hold certain cable franchises for the benefit of VII until regulatory approvals 
are obtained and may assign the receivables related to such franchises to the   
banks lending to VII.                                                           

          (e) For purposes of the Parent Facility and the Subsidiary
Facility, the $1.7 Billion loan to VII shall not be considered Indebtedness of  
the Borrower or a Subsidiary Borrower.                                          

       Upon the execution and delivery hereof of the Majority Banks, the
Majority Banks shall have consented to each of the foregoing relating to the    
Cable Transaction and, to the extent any of the matters described in (a) - (e)  
above are otherwise inconsistent with the terms of the Parent Facility or       
Subsidiary Facility, as hereby amended, this Amendment shall constitute a waiver
of the provisions thereof to the extent necessary to permit the Cable           
Transaction.                                                                    

5 

EX-4.(G)
52nd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 52nd
       SECTION 3. Assumption of Liabilities. As of the Cable Transaction
Effective Date, VII Services hereby expressly assumes and agrees to pay, satisfy
and perform when due all liabilities of VII under each Loan Document to which   
VII is a party. For purposes of clarity, VII's obligations under the $1.7       
billion of bank debt described above will not be assumed by VII Services.       

         SECTION 4. Effectiveness. This Amendment will be effective upon the
execution hereof by each of Viacom, each Subsidiary Borrower, VII and VII       
Services and the Majority Banks.                                                

    SECTION 5. Representations and Warranties. Each of Viacom, the
Subsidiary Borrowers and the Guarantor Subsidiary hereby represents and warrants
that (i) as of the date hereof, both before and after giving effect to this     
Amendment, and (ii) as of the date of, and after giving effect to consummation  
of, the Cable Transaction, no Default or Event of Default shall exist or be     
continuing under the Parent Facility or the Subsidiary Facility.                

         SECTION 6. Miscellaneous. (a) Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in each of the
Parent Facility and the Subsidiary Facility.                                    

                (b) Except as amended or waived hereby, all of the terms of each
of the Parent Facility and the Subsidiary Facility shall remain and continue in 
full force and effect and are hereby confirmed in all respects.                 

               (c) This Amendment shall be a Loan Document for the purposes of
the Parent Facility and the Subsidiary Facility.                                

               (d) This Amendment may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures   
thereto were upon the same instrument. Delivery of an executed counterpart of a 
signature page of this Amendment by telecopier shall be effective as delivery of
a manually executed counterpart of this Amendment.                              

                (e) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE  
STATE OF NEW YORK.                                                              

          SECTION 7. Covenant. Viacom shall within two Business Days following

6 

EX-4.(G)
53rd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 53rd
the Cable Transaction Effective Date deliver to the Documentation Agent, dated  
as of the Cable Transaction Effective Date, as to VII Services only:            

            (i) each of the documents referred to in Section 6.1(a), (b) and (c)
of the Parent Facility;                                                         

           (ii) each of the documents referred to in Section 4.1(a), (b) and (c)
of the Subsidiary Facility;                                                     

        (iii) a favorable opinion of Shearman & Sterling, special counsel to
the Loan Parties, with respect to this Amendment substantially to the same      
effect as contemplated by paragraph 1 of Exhibit E-1 to the Parent Agreement and
paragraph 1 of Exhibit E-1 to the Subsidiary Agreement; and                     

        (iv) a favorable opinion of Philippe P. Dauman, General Counsel to
the Loan Parties, with respect to this Amendment substantially to the same      
effect as contemplated by paragraphs 1 - 6 of Exhibit E-2 to the Parent         
Agreement and paragraphs 1 - 6 of Exhibit E-2 to the Subsidiary Agreement.      

         SECTION 8. Guarantor Subsidiary Confirmation. By signing below, the
Guarantor Subsidiary hereby agrees to the terms of the foregoing Amendment and  
confirms that the VII Guarantee remains in full force and effect.               

         SECTION 9. Viacom Inc. Confirmation. By signing below, Viacom Inc.,
as guarantor under the Parent Guaranty ("Parent Guarantor"), hereby agrees to   
the terms of the foregoing Amendment and confirms that the Parent Guaranty      
remains in full force and effect.                                               

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.                            

                 VIACOM INC., as Borrower and Parent Guarantor

By:/s/ Vaughn A. Clarke     
          --------------------------------
Name: Vaughn A. Clarke
      Title: Senior Vice President

7 

EX-4.(G)
54th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 54th
              VIACOM INTERNATIONAL INC., as a Subsidiary
          Borrower and as a Guarantor Subsidiary

By:/s/ Vaughn A. Clarke     
          --------------------------------
Name: Vaughn A. Clarke
      Title: Senior Vice President

                    On behalf of the following Subsidiary Borrowers:

      VIACOM CABLEVISION OF DAYTON INC.,

WNYT INC.,                  

WMZQ INC. and               

WVIT INC.,                  

By:/s/ Vaughn A. Clarke     
          --------------------------------
 Name:  Vaughn A. Clarke
      Title: Senior Vice President

      VIACOM INTERNATIONAL SERVICES INC.

By:/s/ Vaughn A. Clarke     
          --------------------------------
 Name:  Vaughn A. Clarke
      Title: Senior Vice President

CREDIT SUISSE               

By:/s/ J. Hamilton Crawford 
          --------------------------------
     Name:  J. Hamilton Crawford
Title: Associate      

By:/s/ Michael C. Mast      
          --------------------------------
Name:  Michael C. Mast
       Title: Member of Senior Mgmt.

SOCIETE GENERALE            

By:/s/ Elaine I. Khalil     
          --------------------------------
 Name:  Elaine I. Khalil
Title: Vice President 

8 

EX-4.(G)
55th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 55th
THE BANK OF NEW YORK        

By:/s/ Geoffrey C. Brooks   
          --------------------------------
   Name:  Geoffrey C. Brooks
Title: Vice President 

   THE BANK OF TOKYO TRUST COMPANY

By:/s/ John P. Judge        
          --------------------------------
Name:  John P. Judge  
Title: Vice President 

       FIRST INTERSTATE BANK OF WASHINGTON

By:/s/ Susan Hendrixson     
          --------------------------------
 Name:  Susan Hendrixson
Title: Vice President 

UNION BANK OF SWITZERLAND   

By:/s/ Stephen A. Cayer     
          --------------------------------
 Name:  Stephen A. Cayer
    Title: Assistant Treasurer

By:/s/ Peter B. Yearly      
          --------------------------------
Name:  Peter B. Yearly
Title: Vice President 

       THE YASUDA TRUST & BANKING CO., LTD

By:/s/ Gerald Gill          
          --------------------------------
Name:  Gerald Gill    
Title: Vice President 

9 

EX-4.(G)
56th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 56th
BAYERISCHE VEREINSBANK AG   

By:/s/ John Carlson         
          --------------------------------
Name:  John Carlson   
Title: Vice President 

By:/s/ Sylvia Chang         
          --------------------------------
Name:  Sylvia Chang   
Title: Vice President 

MITSUBISHI BANK, LTD.       

By:/s/ Paula Mueller        
          --------------------------------
Name:  Paula Mueller  
Title:                

    THE MITSUBISHI TRUST AND BANKING
CORPORATION             

 By:/s/ Patricia Loret De Mola
          --------------------------------
Name: Patricia Loret De Mola
      Title: Senior Vice President

NATWEST BANK, N.A.          

By:/s/ Michael A. Cerullo   
          --------------------------------
   Name:  Michael A. Cerullo
Title: Vice President 

10

EX-4.(G)
57th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 57th
GULF INTERNATIONAL BANK BSC 

By:/s/ Haytham F. Halil     
          --------------------------------
 Name:  Haytham F. Halil
         Title: Assistant Vice President

By:/s/ Abdel-Fattah Tahoun  
          --------------------------------
 Name:  Haytham F. Halil
      Title: Senior Vice President

  PNC BANK, NATIONAL ASSOCIATION

By:/s/ Karen M. Wolters     
          --------------------------------
 Name:  Karen M. Wolters
Title: Vice President 

THE SUMITOMO BANK, LTD.     

By:/s/ S. Higashi           
          --------------------------------
Name: S. Higashi      
      Title: Joint General Manager

            THE SUMITOMO TRUST AND BANKING CO., LTD.

By:/s/ Suraj P. Bhatia      
          --------------------------------
Name: Suraj P. Bhatia 
      Title: Senior Vice President
                    Mgr. Corp. Finance Dept.

CORESTATES BANK, N.A.       

By:/s/ Edward L. Kittrell   
          --------------------------------
   Name:  Edward L. Kittrell
Title: Vice President 

11

EX-4.(G)
58th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 58th
          BANQUE FRANCAISE DU COMMERCE EXTERIEUR

By:/s/ Peter Karl Harris    
          --------------------------------
  Name:  Peter Karl Harris
Title: Vice President 

By:/s/ William C. Maier     
          --------------------------------
 Name:  William C. Maier
 Title: VP-Group Manager

THE SAKURA BANK, LTD.       

By:/s/ Hiroshi Shimazaki    
          --------------------------------
  Name:  Hiroshi Shimazaki
      Title: Senior Vice President
   & Manager

DEN DANSKE BANK             

By:/s/ Mogens Sondergaard   
          --------------------------------
   Name:  Mogens Sondergaard
Title: Vice President 

By:/s/ Bent V. Christensen  
          --------------------------------
    Name:  Bent V. Christensen
Title: Vice President 

      THE INDUSTRIAL BANK OF JAPAN, LTD.

By:/s/ Jeffrey Cole         
          --------------------------------
Name:  Jeffrey Cole   
      Title: Senior Vice President

12

EX-4.(G)
59th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 59th
ROYAL BANK OF CANADA        

By:/s/ Cynthia K. Wong      
          --------------------------------
Name:  Cynthia K. Wong
Title: Manager        

THE SANWA BANK, LTD.        

By: /s/ Dominic J. Sorresso 
          --------------------------------
      Name:  Dominic J. Sorresso
 Title: Vice President

TOKAI BANK, LTD.            

By:/s/ Stuart Schulman      
          --------------------------------
Name:  Stuart Schulman
      Title: Senior Vice President

CHEMICAL BANK               

By:/s/ John J. Huber III    
          --------------------------------
 Name: John J. Huber III
Title: Managing Director

 THE DAI-CHI KANGYO BANK, LTD.

By:/s/ Ronald Wolinsky      
          --------------------------------
Name:  Ronald Wolinsky
              Title: Vice President & Group Leader

13

EX-4.(G)
60th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 60th
FIRST HAWAIIAN BANK         

By:/s/ William B. Schink    
          --------------------------------
  Name:  William B. Schink
Title: Vice President 

    MORGAN GUARANTY TRUST COMPANY OF
NEW YORK                

By:/s/ R. BLake Witherington
          --------------------------------
      Name:  R. BLake Witherington
Title: Vice President 

CITIBANK, N.A.              

By:/s/ Margaret C. Ullrich  
          --------------------------------
    Name:  Margaret C. Ullrich
Title: Vice President 

THE NIPPON CREDIT BANK, LTD.

      By:/s/ Bernardo E. Correa-Henschke
          --------------------------------
           Name: Bernardo E. Correa-Henschke
         Title: Vice President & Manager

RIGGS NATIONAL BANK         

By:/s/ David H. Olson       
          --------------------------------
Name:  David H. Olson 
Title: Vice President 

14

EX-4.(G)
61st Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 61st
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA          

By:/s/ Jim F. Redman        
          --------------------------------
Name:  Jim F. Redman  
      Title: Senior Vice President

MELLON BANK, N.A.           

By: /s/ G. Luis Ashley      
          --------------------------------
Name:  G. Luis Ashley 
     Title: First Vice President

     COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPENNE     

By:/s/ Brian O'Leary        
          --------------------------------
Name:  Brian O'Leary  
Title: Vice President 

By:/s/ Marcus Edward        
          --------------------------------
Name:  Marcus Edward  
Title: Vice President 

                 VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME
TRUST                       

By:/s/ Jeffrey W. Maillet   
          --------------------------------
   Name:  Jeffrey W. Maillet
 Title: Sr. Vice Pres. &
 Portfolio Manager

15

EX-4.(G)
62nd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 62nd
CIBC, INC.                  

By:/s/ John Tyler           
          --------------------------------
Name:  John Tyler     
Title: Vice President 

THE CHASE MANHATTAN BANK    

By:/s/ Bruce Langenkamp     
          --------------------------------
 Name:  Bruce Langenkamp
Title: Vice President 

THE BANK OF NOVA SCOTIA     

  By:/s/ Vincent Fitzgerald, Jr.
          --------------------------------
 Name: Vincent Fitzgerald, Jr.
     Title: Authorized Signatory

THE FUJI BANK, LTD.         

By:/s/ Katsunori Nozawa     
          --------------------------------
 Name:  Katsunori Nozawa
 Title: Vice President & Manager

            THE LONG-TERM CREDIT BANK OF JAPAN, LTD.

By:/s/ John A. Krob         
          --------------------------------
Name:  John A. Krob   
       Title: Deputy General Manager

16

EX-4.(G)
63rd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 63rd
BANQUE NATIONALE DE PARIS   

By:/s/ John S. Mitchell     
          --------------------------------
 Name:  John S. Mitchell
Title: Vice President 

By:/s/ Nancy Stengel        
          --------------------------------
Name:  Nancy Stengel  
    Title: Assistant Treasurer

BANK OF HAWAII              

By:/s/ J. Bryan Scearce     
          --------------------------------
 Name:  J. Bryan Scearce
Title: Vice President 

BANK OF AMERICA             

By:/s/ Amy S. Trapp         
          --------------------------------
Name:  Amy S. Trapp   
Title: Vice President 

NATIONSBANK OF TEXAS, N.A.  

By:/s/ Chad E. Coben        
          --------------------------------
Name:  Chad E. Coben  
Title: Vice President 

17

EX-4.(G)
64th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 64th
DEUTSCHE BANK               

By:/s/ Steven M. Godeke     
          --------------------------------
 Name:  Steven M. Godele
Title: Vice President 

By:/s/ Bina R. Dabbah       
          --------------------------------
Name:  Bina R. Dabbah 
Title: Vice President 

UNION BANK                  

By:/s/ Gabriel A. Renga     
          --------------------------------
 Name:  Gabriel A. Renga
      Title: Senior Vice President

THE TORONTO DOMINION BANK   

By:/s/ Neva Nesbitt         
          --------------------------------
Name:  Neva Nesbitt   
               Title: Manager, Credit Administration

      FLEET NATIONAL BANK OF CONNECTICUT

By:/s/ Stephen Charles      
          --------------------------------
Name:  Stephen Charles
      Title: Senior Vice President

BARCLAYS BANK PLC           

By:/s/ James K. Downy       
          --------------------------------
Name:  James K. Downy 
   Title: Associate Director

18

EX-4.(G)
65th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 65th
    BANK BRUSSELS LAMBERT, NY BRANCH

By:/s/ Gerrit Verlodt       
          --------------------------------
Name:  Gerrit Verlodt 
      Title: Senior Vice President

  By:/s/ Dominick H.J. Vangaever
          --------------------------------
       Name: Dominick H.J. Vangaever
             Title: Vice President, Credit Dept.

BANK OF MONTREAL            

By:/s/ Yvonne Bos           
          --------------------------------
Name:  Yvonne Bos     
  Title: Managing Director

CREDIT LYONNAIS             

By:/s/ James E. Morris      
          --------------------------------
Name:  James E. Morris
Title: Vice President 

19

EX-4.(G)
66th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 66th
Schedule I

        1. Parents Agreement, dated as of July 24, 1995, among Viacom, TCI
and TCI Sub.                                                                    

         2. Implementation Agreement, dated as of July 24, 1995, between VII
and VII Services.                                                               

          3. Subscription Agreement, dated as of July 24, 1995, among VII, TCI
and TCI Sub.                                                                    

20

EX-4.(G)
67th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 67th
 PRICING
 AMENDMENT

        This Amendment ("Amendment"), dated as of November 17, 1995, shall
be:                                                                             

         AMENDMENT NO. 5 to the $6.489 BILLION CREDIT AGREEMENT, dated as of
July 1, 1994, as amended, ("Parent Facility") among VIACOM INC., a Delaware     
corporation ("Viacom"), each of the several Banks, THE BANK OF NEW YORK, as a   
Managing Agent and as the Documentation Agent, CITIBANK, N.A., as a Managing    
Agent and as the Administrative Agent, MORGAN GUARANTY TRUST COMPANY OF NEW     
YORK, as a Managing Agent, JP MORGAN SECURITIES INC., as the Syndication Agent, 
BANK OF AMERICA NT&SA, as a Managing Agent, the Banks identified as Agents on   
the signature pages thereof, as Agents, and the Banks identified as Co-Agents on
the signature pages thereof, as Co-Agents.                                      

       AMENDMENT NO. 4 to the $311 MILLION CREDIT AGREEMENT, dated as of
July 1, 1994, as amended, (the "Subsidiary Facility") among VIACOM CABLEVISION  
OF DAYTON INC., WNYT INC., WMZQ INC., WVIT INC., AND VIACOM INTERNATIONAL INC., 
each a Delaware corporation (collectively "Subsidiary Borrowers"), each of the  
several Banks, THE BANK OF NEW YORK, as a Managing Agent and as the             
Documentation Agent, CITIBANK, N.A., as a Managing Agent and as the             
Administrative Agent, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as a Managing  
Agent, JP MORGAN SECURITIES INC., as the Syndication Agent, BANK OF AMERICA     
NT&SA, as a Managing Agent, the Banks identified as Agents of the signature     
pages thereof, as Agents, and the Banks identified as Co-Agents on the signature
pages thereof, as Co-Agents.                                                    

 WITNESSETH:

      WHEREAS, the parties who have heretofore entered into the Parent
Facility and the Subsidiary Facility now desire to amend certain provisions of  
such agreements to provide for a change in the Applicable Eurodollar Rate Margin
and Commitment Fees payable thereunder,                                         

NOW THEREFORE, the parties hereto agree as follows:       

SECTION 1.  Amendments.                                   

          (a) The definition of Applicable Eurodollar Rate Margin in
Section 1.1 of the Parent Facility and Section 1.1 of the Subsidiary Facility   

EX-4.(G)
68th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 68th
are hereby amended by deleting the tables appearing therein and replacing them  
in each case with the following table:                                          

CREDIT RATING       MARGIN                      
-------------       ------                      

A-/A3 or better     0.300%                      
BBB+/Baa1           0.375%                      
BBB/Baa2            0.450%                      
BBB-/Baa3           0.500%                      
BB+/Ba1             0.750%                      
BB/Ba2              0.875%                      
BB-/Ba3 or lower    1.250%                      

                (b) Section 5.4 (a) of the Parent Facility and Section 3.4(a) of
the Subsidiary Facility are hereby amended by deleting the tables appearing     
therein and replacing them in each case with the following table:               

CREDIT RATING       COMMITMENT FEE              
-------------       --------------              

A-/A3 or better     0.1250%                     
BBB+/Baa1           0.1500%                     
BBB/Baa2            0.1875%                     
BBB-/Baa3           0.2000%                     
BB+/Ba1             0.3125%                     
BB/Ba2              0.3500%                     
BB-/Ba3 or lower    0.4000%                     

         SECTION 2. Effectiveness. This Amendment will be effective upon the
execution hereof by each of Viacom, each Subsidiary Borrower, VII and VII       
Services and each of the Banks.                                                 

    SECTION 3. Representations and Warranties. Each of Viacom, the
Subsidiary Borrowers and the Guarantor Subsidiary hereby represents and warrants
that as of the date hereof, both before and after giving effect to this         
Amendment no Default or Event of Default shall exist or be continuing under the 
Parent Facility or the Subsidiary Facility.                                     

           SECTION 4. Miscellaneous.  (a)  Capitalized terms used herein and not

2 

EX-4.(G)
69th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 69th
otherwise defined herein shall have the meanings ascribed to them in each of the
Parent Facility and the Subsidiary Facility.                                    

             (b) Except as amended hereby, all of the terms of each of the
Parent Facility and the Subsidiary Facility shall remain and continue in full   
force and effect and are hereby confirmed in all respects.                      

               (c) This Amendment shall be a Loan Document for the purposes of
the Parent Facility and the Subsidiary Facility.                                

               (d) This Amendment may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures   
thereto were upon the same instrument. Delivery of an executed counterpart of a 
signature page of this Amendment by telecopier shall be effective as delivery of
a manually executed counterpart of this Amendment.                              

                (e) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE  
STATE OF NEW YORK.                                                              

         SECTION 5. Guarantor Subsidiary Confirmation. By signing below, the
Guarantor Subsidiary hereby agrees to the terms of the foregoing Amendment and  
confirms that the VII Guarantee remains in full force and effect.               

         SECTION 6. Viacom Inc. Confirmation. By signing below, Viacom Inc.,
as guarantor under the Parent Guaranty ("Parent Guarantor"), hereby agrees to   
the terms of the foregoing Amendment and confirms that the Parent Guaranty      
remains in full force and effect.                                               

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.                            

                 VIACOM INC., as Borrower and Parent Guarantor

By: /s/ Vaughn A. Clarke    
          --------------------------------
Name: Vaughn A. Clarke
      Title: Senior Vice President

3 

EX-4.(G)
70th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 70th
              VIACOM INTERNATIONAL INC., as a Subsidiary
          Borrower and as a Guarantor Subsidiary

By: /s/ Vaughn A. Clarke    
          --------------------------------
Name: Vaughn A. Clarke
      Title: Senior Vice President

                    On behalf of the following Subsidiary Borrowers:

      VIACOM CABLEVISION OF DAYTON INC.,

WNYT INC.,                  

WMZQ INC. and               

WVIT INC.,                  

By:/s/ Vaughn A. Clarke     
          --------------------------------
 Name:  Vaughn A. Clarke
      Title: Senior Vice President

      VIACOM INTERNATIONAL SERVICES INC.

By:/s/ Vaughn A. Clarke     
          --------------------------------
 Name:  Vaughn A. Clarke
      Title: Senior Vice President

CREDIT SUISSE               

By:/s/ J. Hamilton Crawford 
          --------------------------------
    Name: J. Hamilton Crawford
Title: Associate      

4 

EX-4.(G)
71st Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 71st
SOCIETE GENERALE            

By:/s/ Elaine I. Khalil     
          --------------------------------
 Name:  Elaine I. Khalil
Title: Vice President 

THE BANK OF NEW YORK        

By:/s/ Geoffrey C. Brooks   
          --------------------------------
  Name: Geoffrey C. Brooks
Title: Vice President 

 THE BANK OF TOKYO TRUST COMPANY

By:/s/ John P. Judge        
          --------------------------------
Name:  John P. Judge  
Title: Vice President 

       FIRST INTERSTATE BANK OF WASHINGTON

By:/s/ Susan Hendrixson     
          --------------------------------
 Name:  Susan Hendrixson
Title: Vice President 

5 

EX-4.(G)
72nd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 72nd
UNION BANK OF SWITZERLAND   

By:/s/ Stephen A. Cayer     
          --------------------------------
 Name:  Stephen A. Cayer
    Title: Assistant Treasurer

By:/s/ Peter B. Yearly      
          --------------------------------
Name:  Peter B. Yearly
Title: Vice President 

       THE YASUDA TRUST & BANKING CO., LTD

By:/s/ Gerald Gill          
          --------------------------------
Name:  Gerald Gill    
Title: Vice President 

BAYERISCHE VEREINSBANK AG   

By:/s/ John Carlson         
          --------------------------------
Name:  John Carlson   
Title: Vice President 

By:/s/                      
          --------------------------------
Name:                 
Title: Vice President 

LLOYDS BANK, PLC            

By:/s/ Paul D. Brianente    
          --------------------------------
 Name: Paul D. Brianente
Title: Vice President 

By:/s/ Theodore R. Walser   
          --------------------------------
Name: Theodore R. Walser
    Title: Senior Vice President

6 

EX-4.(G)
73rd Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 73rd
MITSUBISHI BANK, LTD.       

By:/s/ Paula Mueller        
          --------------------------------
Name:  Paula Mueller  
Title:                

                THE MITSUBISHI TRUST AND BANKING CORPORATION

 By:/s/ Patricia Loret De Mola
          --------------------------------
      Name: Patricia Loret De Mola
      Title: Senior Vice President

NATWEST BANK, N.A.          

By:/s/ Michael A. Cerullo   
          --------------------------------
  Name: Michael A. Cerullo
Title: Vice President 

PNC BANK, NATIONAL ASSOCIATION

By:/s/ Karen M. Wolters     
          --------------------------------
 Name:  Karen M. Wolters
Title: Vice President 

            THE SUMITOMO TRUST AND BANKING CO., LTD.

By:/s/ Suraj P. Bhatia      
          --------------------------------
Name: Suraj P. Bhatia 
      Title: Senior VP, Mgr. Corp.
    Finance Dept

7 

EX-4.(G)
74th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 74th
THE SUMITOMO BANK, LTD.     

By:/s/ S. Higashi           
          --------------------------------
Name: S. Higashi      
      Title: Joint General Manager

CORESTATES BANK, N.A.       

By:/s/ Edward L. Kittrell   
          --------------------------------
  Name: Edward L. Kittrell
Title: Vice President 

          BANQUE FRANCAISE DU COMMERCE EXTERIEUR

By:/s/ Peter Karl Harris    
          --------------------------------
 Name: Peter Karl Harris
Title: Vice President 

By:/s/ William C. Maier     
          --------------------------------
 Name:  William C. Maier
 Title: VP-Group Manager

THE NIPPON CREDIT BANK, LTD.

      By:/s/ Bernardo E. Correa-Henschke
          --------------------------------
           Name: Bernardo E. Correa-Henschke
         Title: Vice President & Manager

THE SAKURA BANK, LTD.       

By:/s/ Hiroshi Shimazaki    
          --------------------------------
 Name: Hiroshi Shimazaki
      Title: Senior Vice President
 & Manager

8 

EX-4.(G)
75th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 75th
DEN DANSKE BANK             

By:/s/ Mogens Sondergaard   
          --------------------------------
  Name: Mogens Sondergaard
Title: Vice President 

By:/s/ Bent V. Christensen  
          --------------------------------
   Name: Bent V. Christensen
Title: Vice President 

THE ROYAL BANK OF CANADA    

By:/s/ Cynthia K. Wong      
          --------------------------------
Name:  Cynthia K. Wong
Title: Manager        

THE SANWA BANK, LTD.        

By: /s/ Dominic J. Sorresso 
          --------------------------------
   Name: Dominic J. Sorresso
Title: Vice President 

TOKAI BANK, LTD.            

By:/s/ Stuart Schulman      
          --------------------------------
Name:  Stuart Schulman
      Title: Senior Vice President

CHEMICAL BANK               

By:/s/ John J. Huber III    
          --------------------------------
 Name: John J. Huber III
  Title: Managing Director

9 

EX-4.(G)
76th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 76th
 THE DAI-CHI KANGYO BANK, LTD.

By:/s/ Ronald Wolinsky      
          --------------------------------
Name:  Ronald Wolinsky
              Title: Vice President & Group Leader

FIRST HAWAIIAN BANK         

By:/s/ William B. Schink    
          --------------------------------
 Name: William B. Schink
Title: Vice President 

             MORGAN GUARANTY TRUST COMPANY OF NEW YORK

By:/s/ R. BLake Witherington
          --------------------------------
     Name: R. BLake Witherington
Title: Vice President 

CITIBANK, N.A.              

By:/s/ Margaret C. Ullrich  
          --------------------------------
   Name: Margaret C. Ullrich
Title: Vice President 

RIGGS NATIONAL BANK         

By:/s/ David H. Olson       
          --------------------------------
Name:  David H. Olson 
Title: Vice President 

10

EX-4.(G)
77th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 77th
               FIRST UNION NATIONAL BANK OF NORTH CAROLINA

By:/s/ Jim P. Wedman        
          --------------------------------
Name:  Jim P. Wedman  
      Title: Senior Vice President

MELLON BANK, N.A.           

By: /s/ G. Luis Ashley      
          --------------------------------
Name:  G. Luis Ashley 
     Title: First Vice President

             COMPAGNIE FINANCIERE DE CIC ET DE L'UNION
EUROPENNE                   

By:/s/ Brian O'Leary        
          --------------------------------
Name:  Brian O'Leary  
Title: Vice President 

By:/s/ Marcus Edward        
          --------------------------------
Name:  Marcus Edward  
Title: Vice President 

                 VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME
TRUST                       

By:/s/ Jeffrey W. Maillet   
          --------------------------------
  Name: Jeffrey W. Maillet
Title: Sr. Vice Pres. 
        & Portfolio Mgr.

11

EX-4.(G)
78th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 78th
CIBC, INC.                  

By:/s/ John Tyler           
          --------------------------------
Name:  John Tyler     
Title: Vice President 

THE BANK OF NOVA SCOTIA     

  By:/s/ Vincent Fitzgerald, Jr.
          --------------------------------
       Name: Vincent Fitzgerald, Jr.
     Title: Authorized Signatory

THE FUJI BANK, LTD.         

By:/s/ Katsunori Nozawa     
          --------------------------------
 Name:  Katsunori Nozawa
         Title: Vice President & Manager

            THE LONG-TERM CREDIT BANK OF JAPAN, LTD.

By:/s/ John A. Krob         
          --------------------------------
Name:  John A. Krob   
       Title: Deputy General Manager

BANQUE NATIONALE DE PARIS   

By:/s/ John S. McGill       
          --------------------------------
Name:  John S. McGill 
Title: Vice President 

By:/s/ Nancy L. Stengel     
          --------------------------------
 Name:  Nancy L. Stengel
    Title: Assistant Treasurer

12

EX-4.(G)
79th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 79th
BANK OF HAWAII              

By:/s/ J. Bryan Scearce     
          --------------------------------
 Name:  J. Bryan Scearce
Title: Vice President 

BANK OF AMERICA             

By:/s/ Amy S. Trapp         
          --------------------------------
Name:  Amy S. Trapp   
Title: Vice President 

NATIONSBANK OF TEXAS, N.A.  

By:/s/ Chad E. Coben        
          --------------------------------
Name:  Chad E. Coben  
Title: Vice President 

DEUTSCHE BANK               

By:/s/ Steven M. Godeke     
          --------------------------------
 Name:  Steven M. Godele
Title: Vice President 

By:/s/ Bina R. Dabbah       
          --------------------------------
Name:  Bina R. Dabbah 
Title: Vice President 

UNION BANK                  

By:/s/ Gabriel A. Renga     
          --------------------------------
 Name:  Gabriel A. Renga
      Title: Senior Vice President

13

EX-4.(G)
80th Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 80th
THE TORONTO DOMINION BANK   

By:/s/ Neva Nesbitt         
          --------------------------------
Name:  Neva Nesbitt   
               Title: Manager, Credit Administration

By:/s/ Cindy D. Hewitt      
          --------------------------------
Name:  Cindy D. Hewitt
Title: Vice President 

      FLEET NATIONAL BANK OF CONNECTICUT

By:/s/ Stephen Charles      
          --------------------------------
Name:  Stephen Charles
      Title: Senior Vice President

BARCLAYS BANK PLC           

By:/s/ James K. Downy       
          --------------------------------
Name:  James K. Downy 
   Title: Associate Director

BANK BRUSSELS LAMBERT       

   By:/s/ Dominick H. J. Vangaever
          --------------------------------
        Name: Dominick H. J. Vangaever
Title: Vice President 

BANK OF MONTREAL            

By:/s/ Yvonne Bos           
          --------------------------------
Name:  Yvonne Bos     
  Title: Managing Director

14

EX-4.(G)
Last Page of 81
TOC
1st
Previous
Next
↓Bottom
Just 81st
CREDIT LYONNAIS             

By:/s/ James E. Morris      
          --------------------------------
Name:  James E. Morris
Title: Vice President 

15

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		5/31/96		49
Filed on:		4/1/96
For Period End:		12/31/95							11-K
		11/17/95		47		67
		7/24/95		66
		5/15/95		30					10-Q
		9/29/94		30					15-12G,  8-K
		8/15/94		2					10-Q
		8/5/94		1		30
		7/1/94		1		67			8-K
									List all Filings