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

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

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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.(F)   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

EX-4.(F)
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 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.(F)
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 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                            

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        (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

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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.                                       

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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.                                                       

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            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

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        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

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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

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                          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

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                          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.

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                       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

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                      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

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                     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

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                         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

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                           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

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                         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

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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

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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

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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

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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

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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 

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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 York      Domestic Lending Office:           
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 

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Bank                                                                            
The Mitsubishi Trust & Banking Corporation  Domestic Lending Office:            

                                            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 

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Bank                                                                            
The Sumitomo Bank, Limited, New York Branch Domestic Lending Office:            

                                            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 

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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, N.A.   Domestic Lending Office:            

                                            First Interstate Bank of Washington,
            N.A.
                        999 Third Avenue
                     Mail Stop 984
                                 Seattle, Washington 98104

                                  Eurodollar Lending Office:

            Same

I-9 

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Bank                                                                            
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

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                                                        [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

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                                                        [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

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                                            WMZQ Inc.     WVIT Inc.           Total      
                                                                           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

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 AMENDMENT NO. 2

          AMENDMENT NO. 2, dated as of September 29, 1994 ("Amendment No. 2"),
to the $6.489 Billion Credit Agreement, dated as of July 1, 1994, as amended as 
of August 5, 1994 by Amendment No. 1, (the "Credit Agreement") among VIACOM     
INC., a Delaware corporation ("Viacom"), each of the several Banks parties      
thereto, 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, 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 and the Banks identified as Agents on the signature  
pages thereof as Agents are entering into a $1.8 Billion Credit Agreement dated 
as of September 29, 1994 (the "$1.8 Billion Credit Agreement") in order to      
provide senior debt for, among other things, the refinancing by Viacom of       
certain existing indebtedness of Blockbuster Entertainment Corporation, a       
Delaware Corporation and for general corporate purposes; and                    

      WHEREAS, the parties who have heretofore entered into the Credit
Agreement now desire to amend certain provisions of such Agreement.             

NOW, THEREFORE, the parties hereto agree as follows:      

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          SECTION 1. Amendments. (a) The definition of EBIDT in Section 1.1 of
the Credit Agreement is hereby amended by:                                      

           (i) adding the following clause after the word `Merger' at the end of
clause (a)(iv):                                                                 

          "or the "Merger" (as defined in the $1.8 Billion Credit Agreement)",
and                                                       

         (ii) adding the following clause after the word "definition" at the
end of clause (b):                                                              

"less (c) Net Video Tape Purchases".                      

           (b) The definition of "Indebtedness" is hereby amended to (i) replace
Schedule 1.1 referred to therein with Schedule 1.1(a) to this Amendment No. 2,  
and (ii) to delete the words "the date hereof" appearing after the phrase "in   
existence at" in clause (b) of the proviso to clause (vi) thereof, and to       
replace such words with "September 29, 1994".                                   

         (c) Section 1.1 of the Credit Agreement is hereby amended to insert
the following definitions:                                                      

   "`Blockbuster' means Blockbuster Entertainment Corporation, a
Delaware corporation."                                    

           "'$1.8 Billion Credit Agreement' means the Credit Agreement, dated as
         of September 29, 1994 among the Borrower, each of the several banks
           identified on the signature pages thereof, THE BANK OF NEW YORK, as a
     Managing Agent and as Documentation Agent, CITIBANK, N.A., as a
          Managing Agent and as the Documentation 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
          and the banks identified as Agents on the signature pages thereof as
Agents."                                                  

  "`Net Video Tape Purchases' means the aggregate purchases of
        videocassettes less (i) purchases to stock new or remodeled stores
        and (ii) videocassette sales of previously viewed videocassettes."

2 

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         "'6.625% Blockbuster Senior Notes' means Blockbuster's $150,000,000
senior notes due February 15, 1998."                      

          (d) Section 2.3(b) of the Credit Agreement is hereby amended by: (i)
deleting "and" at the end of Section 2.3(b)(x); (ii) deleting "." at the end of 
Section 2.3(b)(y), and (iii) adding the following:                              

        "; and (z) no such reduction shall be required in respect of funds
borrowed under the $1.8 Billion Credit Agreement."        

           (e) Section 7.4 of the Credit Agreement is hereby amended by deleting
it in its entirety and replacing it with the following:                         

             "7.4. Financial Information. (a) The reports of the
          Borrower on Form 10-K for the Fiscal year ended December 31, 1993 as
        amended by Amendment No. 1 on Form 10-K/A dated May 2, 1994 and on
           Form 10-Q for the Fiscal Quarter ended June 30, 1994 are respectively
         complete and correct in all material respects as of such respective
       dates, and the financial statements therein have been prepared in
         accordance with GAAP and fairly present the financial condition and
results of operations of the Borrower and its consolidated
       Subsidiaries as of such respective dates (subject, in the case of
          such reports on Form 10-Q, to changes resulting from normal year-end
adjustments).                                             

               (b) Since June 30, 1994, there has been no Material
Adverse Change or Material Credit Agreement Change.       

                    (c) None of the Borrower or any Subsidiary of the Borrower
   had at June 30, 1994 any obligation, contingent liability, or
          liability for taxes or long-term leases material to the Borrower and
     its Subsidiaries taken as a whole which is not reflected in the
        balance sheets referred to in subsection (a) above or in the notes
thereto."                                                 

   (f) Section 7.15 of the Credit Agreement is hereby amended by
inserting the words "and Blockbuster and its Subsidiaries" after the reference  
therein to "the Borrower and its Subsidiaries."                                 

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   (g) Article VIII of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with the following:                

 "ARTICLE VIII

 Financial Covenants

       As long as any of the Loans shall remain unpaid or any Bank shall
have any Commitment hereunder, unless otherwise agreed by the written consent of
the Majority Banks:                                                             

      8.1 Total Leverage RatioTotal Leverage Ratio. The Total Leverage
Ratio shall not exceed, as of the last day of any Fiscal Quarter described      
below, the amount specified with respect to such period:                        

Date                                                   Ratio      
----                                                   -----      
September 30, 1994                                     7.15x      
December 31, 1994                                      6.50x      
March 31, 1995 through                                 6.25x      
September 30, 1995                                            
December 31, 1995                                      5.75x      
March 31, 1996 through                                 5.25x      
December 31, 1997                                             
March 31, 1998 through                                 4.50x      
December 31, 1998                                             
March 31, 1999 and                                     4.00x      
Thereafter                                                    

      8.2 Ratio of EBIDT to Trailing Total Cash Interest and Preferred
DividendsRatio of EBIDT to Trailing Total Cash Interest and Preferred Dividends.
The ratio of EBIDT to Total Cash Interest and Preferred Dividends shall not be  
less, as of the last day of any Fiscal Quarter occurring during any period set  
forth below, than the amount specified with respect to such period:             

Date                                                     Ratio                  
----                                                     -----                  
September 30, 1994                                       1.50x                  
December 31, 1994                                        1.75x                  
March 31, 1995 through December 31, 1996                 2.00x                  
March 31, 1997 and thereafter                            2.25x                  

     8.3 Minimum Net WorthMinimum Net Worth. On the last day of each
Fiscal Quarter, commencing September 30, 1994, the Net Worth of the Borrower and
its Subsidiaries shall not be less than 75% of the Net Worth of the Borrower and
its Subsidiaries on the date which is the first Fiscal Quarter end date after   
the Effective Date (as defined in the $1.8 Billion Credit Agreement)."          

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       (h) Sections 9.8(a) and 9.8(b) of the Credit Agreement are hereby
amended by deleting all references to "and consolidating" and adding the        
following clause after the words "Fiscal Year to the end of such Fiscal Quarter"
in Section 9.8(a) and after the words "its Subsidiaries for such year" in       
Section 9.8(b):                                                                 

           "(along with business segment information customarily prepared by the
Borrower)"                                                

       (i) Sections 9.8(a) and 9.8(b) of the Credit Agreement are hereby
amended by deleting "Five Million Dollars ($5,000,000)" and replacing it with   
"Fifty Million Dollars ($50,000,000)."                                          

          (j) Section 10.6 of the Credit Agreement is hereby amended by adding
the following clause to the end of the sentence:                                

  "or 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"                             

          (k) Section 10.7 of the Credit Agreement is hereby amended by adding
the following clause to the end of the sentence:                                

          "provided however, that the Borrower may enter into the $1.8 Billion
 Credit Agreement and may become an obligor under the 6.625%
Blockbuster Senior Notes"                                 

           SECTION 2. Effectiveness. This Amendment No. 2 will be effective upon
the execution thereof by each of Viacom, each Guarantor Subsidiary and the      
Majority Banks and the occurrence of the Effective Date (as defined in the $1.8 
Billion Credit Agreement).                                                      

         SECTION 3. Representations and Warranties. Each of the Borrower and
the Subsidiary Guarantors 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 Credit Agreement.       

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           SECTION 4.  Miscellaneous.  (a) Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in the Credit 
Agreement.                                                                      

  (b) Except as amended hereby, all of the terms of the Credit
Agreement 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
Credit Agreement.                                                               

          (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. Subsidiary Guarantor Confirmation. By signing below, each
of the Subsidiary Guarantors hereby agrees to the terms of the foregoing        
Amendment No. 2 and confirms that the VII Guarantee and the Paramount Guarantee,
respectively, remain in full force and effect.                                  

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          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

                                       VIACOM INTERNATIONAL INC., as a
                            Subsidiary Guarantor

                                           PARAMOUNT COMMUNICATIONS INC., as a
                            Subsidiary Guarantor

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

                       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/ Frederick B. Pickering, Jr.
                                             -------------------------------
                                               Name: Frederick B. Pickering, Jr.
                                      Title: Managing Director

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                                            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

              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/ Charles Poer
                                         ---------------------------
                                Name: Charles Poer
                                   Title: Vice President

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                                         BARCLAYS BANK PLC, as Agent and a
            Bank

                          By:/s/ Andrew Wynn
                                         ---------------------------
                               Name: Andrew Wynn
                             Title: Director

                                           CANADIAN IMPERIAL BANK OF COMMERCE,
                           as Agent and a Bank

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

                                          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

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                                            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/ Junri Oda
                                         ---------------------------
                             Name: Junri Oda
                                       Title: Sr. Vice President
                                           and Sr. Manager

                                          LTCB TRUST COMPANY, as Agent and a
            Bank

                             By:/s/ Hiroshi Sasaki
                                         ---------------------------
                                  Name: Hiroshi Sasaki
                                       Title: Sr. Vice President

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

                              By:/s/ G. Lewis Ashley
                                         ---------------------------
                                   Name: G. Lewis 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: Assistant Vice
                                     President

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                                        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.

                                       UNION BANK, as Agent and a Bank

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

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

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

                                        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/ Masataka Ushio
                                         ---------------------------
                                  Name: Masataka Ushio
                                Title: Senior Vice
                                     President

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

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

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

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

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

                                 By:/s/ Yoshinori Kawamura
                                         ---------------------------
                                      Name: Yoshinori Kawamura
                                          Title: Joint General Manager

                                     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

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                     Lead Managers

                                            CHEMICAL BANK, as Lead Manager and a
            Bank

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

                                         DEUTSCHE BANK AG, through its New
                                          York and/or Cayman Islands Branch,
                                  as Lead Manager and a Bank

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

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

                    Participants

                                    THE SAKURA BANK, LIMITED, as
                              Participant and a Bank

                              By:/s/ Masahiro Nakajo
                                         ---------------------------
                                   Name: Masahiro Nakajo
                                          Title: Senior Vice President
                                     & Manager

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                                         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

                                           PNC BANK N.A., as Participant and a
            Bank

                               By:/s/ Margot C. Bright
                                         ---------------------------
                                    Name: Margot C. Bright
                                   Title: Assistant Vice
                                     President

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

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

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                                   GULF INTERNATIONAL BANK, as
                              Participant and a Bank

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

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

                                         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

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                                                 Schedule 1.1(a)

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------                                         
Guarantees Related to Discontinued Operations                                                             
-----------------------------------------------------------------                                         
                                                                               Principal                  
                                                                                 Amount                   
      Guarantor             Obligor           Type       Expiry    Currency   Outstanding                 
      ---------             -------           ----       ------    --------   -----------                 
                                                                                                          
         PCI                JMZ Co.        Capitalized  6/19/98      USD        11,105,484                
                                              Lease                                                       
         PCI              Kayser-Roth     9-1/2% Notes  7/31/95      USD           305,716                
         PCI              Kayser-Roth       9% Notes    1/31/96      USD           151,106                
         PCI                Simmons         7% IRB's    10/15/17     USD         9,700,000                
                         Manufacturing                                                                    
         PCI              CBF Fabrics     7-1/4% IRB's   7/1/97      USD         1,960,000                


--------------------------------------------------------                                                  
Guaranteed Joint-Venture Credit Facilities                                        * in foreign currency   
--------------------------------------------------------                                                  
                                                                                   Total         Maximum  
                                                                                 Facility       Guarantee 
      Guarantor             Obligor           Type       Expiry    Currency        Size*        Exposure* 
      ---------             -------           ----       ------    --------        -----        --------- 
                                                                                                          
         PCI               UCI (UK)         Term Loan   9/30/97     Pounds       58,722,500     29,361,250
                                                                   Sterling                               
         PCI               UCI (UK)         Revolver    6/11/96     Pounds       27,000,000     13,500,000
                                                                   Sterling                               
         PCI               CIC (UK)         Revolver    12/6/96     Pounds       31,000,000     15,500,000
                                                                   Sterling                               
         PCI              UCI Germany     Revolver/Term 8/22/95  Deutschemark   100,000,000     50,000,000
         PCI               UCI Spain      Revolver/Term 4/15/99    Spanish    5,000,000,000  2,500,000,000
                                                                    Peseta                                
 Blockbuster Enter.    Blockbuster Japan    Revolver    7/14/95      Yen        700,000,000  2,025,000,000
       Co. (a)             Co. Ltd.                                                                       
 Blockbuster Enter.    Blockbuster Japan    Revolver    9/27/95      Yen      4,050,000,000    350,000,000
       Co. (a)             Co. Ltd.                                                                       


----------------------                                                                                    
Guarantees:  Other                                                                                        
----------------------                                                                                    
                                                                                 Total       Maximum      
                                                                                Facility    Guarantee     
     7Guarantor             Obligor           Type       Expiry    Currency      Size       Exposure*     
     ----------             -------           ----       ------    --------     --------    ---------     
                                                                                                          
Blockbuster Enter.    Panthers Invest.    Revolver      5/31/01  USD            20,000,000   20,000,000   
Co. (a)               Venture                                                                             
Blockbuster Enter.    Backlick            Mortgage      4/19/95  USD             5,500,000    5,500,000   
Co. (a)               Springfield LP                                                                      
Blockbuster Enter.    Pavillion Partners  Promissory    10/1/04  USD            25,000,000   12,500,000   
Co. (a)                                   Note                                                            
<FN>                                                                                                      
(a)  to be assumed by Viacom Inc.                                                                         

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               Schedule 10.6

                                                                [Download Table]
                         Subsidiary Indebtedness                              


                                                                     Total    
                                                                   Facility   
    Obligor      Type             Expire              Currency       Size     
    -------      ----             ------              --------       ----     
                                                                              
Virgin         Revolver           6/30/95               USD         75,000,000
Interactive                                                                   
Entertainment                                                                 
Inc.                                                                          
Virgin         Revolver          10/31/94         Pounds Sterling  10,000,000*
Interactive                                                                   
Entertainment                                                                 
Inc.                                                                          

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 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:      

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          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";                                        

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           (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".

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         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.               

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         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

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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

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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

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                              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            

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

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                     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

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                            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

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                             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

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                               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

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                           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

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                       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

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                    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

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                          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

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                      THE SUMITOMO TRUST BANKING COMPANY, LTD.

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

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 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   

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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;"                                                                      

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               (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)       

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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:

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          (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.                                                                    

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       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

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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

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

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   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.

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SOCIETE GENERALE  

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

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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 

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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 

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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 

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          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

13

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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

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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 

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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

16

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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

17

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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 

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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

19

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    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 

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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.                                       

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 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   

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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 

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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 

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                       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 

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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 

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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 

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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 

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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 

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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 

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 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

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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.

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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

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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

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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

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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
		3/31/99		33					10-K405,  10-Q
		12/31/98		33					10-K405,  11-K
		3/31/98		33					10-K405,  10-Q
		2/15/98		32
		12/31/97		33					10-K405,  11-K
		3/31/97		33					10-K,  10-Q
		5/31/96		67
Filed on:		4/1/96
		3/31/96		33					10-Q
For Period End:		12/31/95							11-K
		11/17/95		65		86
		9/30/95		33					10-Q,  11-K
		7/24/95		85
		5/15/95		48					10-Q
		3/31/95		33					10-K,  10-Q
		9/30/94		33					10-Q,  NT 10-Q,  S-8
		9/29/94		30		48			15-12G,  8-K
		8/15/94		2					10-Q
		8/5/94		1		48
		7/1/94		1		86			8-K
		6/30/94		32					10-Q
		5/2/94		32					10-K/A
		12/31/93		32					10-K,  10-K/A
									List all Filings