EXHIBIT 3
VIACOM INC.,
VIACOM INTERNATIONAL INC.
AND
STATE STREET BANK AND TRUST COMPANY,
Trustee
_______________________________________________
FORM OF SECOND SUPPLEMENTAL INDENTURE AND AMENDMENT NO. 1
Dated as of December 15, 1995
Supplementing and Amending the Indenture
Dated as of May 15, 1995
as Supplemented by the First Supplemental Indenture
Dated as of May 24, 1995
_______________________________________________
Senior Debt Securities
SECOND SUPPLEMENTAL INDENTURE AND AMENDMENT NO. 1, dated as of
December 15, 1995, among VIACOM INC., a Delaware corporation (the "Company"),
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VIACOM INTERNATIONAL INC., a Delaware corporation (the "Guarantor"), and STATE
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STREET BANK AND TRUST COMPANY, a Massachusetts banking corporation, as successor
to The First National Bank of Boston (the "Trustee"), as Trustee under the
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Indenture, dated as of May 15, 1995, as supplemented by the First Supplemental
Indenture, dated as of May 24, 1995, among the Company, the Guarantor and the
Trustee (as so supplemented and amended, the "Indenture").
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RECITALS OF THE COMPANY
WHEREAS, State Street Bank and Trust Company has succeeded The First
National Bank of Boston as Trustee pursuant to Section 610 of the Indenture;
WHEREAS, Section 901(8) of the Indenture permits supplements thereto
without the consent of Holders of Securities to cure any ambiguity or to make
any other provisions with respect to matters or questions arising under the
Indenture;
WHEREAS, the Company wishes to make certain changes to provisions of
the Indenture.
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE AND AMENDMENT NO. 1
WITNESSETH:
SECTION 1. For purposes of this Second Supplemental Indenture and Amendment
No. 1, all terms used herein, unless otherwise defined, shall have the meaning
assigned to them in the Indenture.
SECTION 2. For the benefit of the Holders of all Securities, Section 101 of
the Indenture shall be amended by adding the following definition, such
definition to be deemed inserted in Section 101 so as to preserve the
alphabetical order of all definitions in such Section 101, as supplemented
hereby:
"7.75% Notes" means the 7.75% Senior Notes due June 1, 2005 of the
Company, issued pursuant to this Indenture.
SECTION 3. For the benefit of the Holders of all Securities, unless
otherwise specified as contemplated by Section 301 of the Indenture, the
definition of "Sale and Leaseback Transaction" in Section 101 of the Indenture
shall be amended by adding the phrase ", with respect to a particular series of
Securities (provided however, that the phrase `, with respect to a particular
series of Securities' shall not be included in the text of this definition as it
applies to the 7.75% Notes)," immediately after the word "not" in such
definition, and by adding the phrase "(in the case of the 7.75% Notes) and the
date of issuance of such series of Securities (in the case of Securities other
than the 7.75% Notes)" immediately after the word "hereof" in such definition.
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SECTION 4. For the benefit of the Holders of all Securities, Section 307
shall be amended by deleting the first paragraph thereof and replacing such
paragraph in its entirety with the following:
(a) Unless otherwise provided as contemplated by Section
301 with respect to any series of Securities, interest on any
Registered Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid, in
immediately available funds, to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest at the office or
agency of the Company maintained for such purpose pursuant to Section
1002; provided however, that each installment of interest on any
Registered Security may at the Company's option be paid in immediately
available funds by transfer to an account maintained by the payee
located in the United States.
SECTION 5. For the benefit of the Holders of all Securities, unless
otherwise specified as contemplated by Section 301 of the Indenture, the last
sentence of Section 801 of the Indenture shall be amended by adding the phase
"or the Guarantor's, as the case may be," immediately after the first use of the
word "Company's" in such sentence and by adding the phrase "which, in the case
of the Company, shall be" immediately after the word "revenues" in the same
sentence.
SECTION 6. For the benefit of the Holders of all Securities, unless
otherwise specified as contemplated by Section 301 of the Indenture, the second
sentence of Section 1010 of the Indenture shall be amended by adding the phrase
", with respect to a particular series of Securities (provided however, that the
phrase `, with respect to a particular series of Securities' shall not be
included in the text of this Section 1010 as it applies to the 7.75% Notes),"
immediately after the word "not" in such sentence, and by adding the phrase "(in
the case of the 7.75% Notes) and the date of issuance of such series of
Securities (in the case of Securities other than the 7.75% Notes)" immediately
after the word "hereof" in the same sentence.
SECTION 7. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS SECOND
SUPPLEMENTAL INDENTURE AND AMENDMENT NO. 1.
SECTION 8. This Second Supplemental Indenture and Amendment No. 1 may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original, but such counterparts shall together constitute but
one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Second Supplemental
Indenture and Amendment No. 1 to be duly executed and attested, all as of the
day and year first written above.
ATTEST: VIACOM INC.
By: ____________________ By: ________________________
Name: Name:
Title: Title:
ATTEST:
VIACOM INTERNATIONAL INC.
By: ______________________ By: __________________________
Name: Name:
Title: Title:
ATTEST:
STATE STREET BANK AND TRUST COMPANY
By: ______________________ By: _____________________
Name: Name:
Title: Title:
