VIACOM INC
364-DAY CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.(DD)
<SEQUENCE>8
<FILENAME>dex10dd.txt
<DESCRIPTION>364-DAY CREDIT AGREEMENT
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                                                                  EXHIBIT 10(dd)

                                                                  CONFORMED COPY

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                                 $2,000,000,000

                            364-DAY CREDIT AGREEMENT

                                      among

                                  VIACOM INC.,

                           VIACOM INTERNATIONAL INC.,

                    THE SUBSIDIARY BORROWERS PARTIES HERETO,

                            THE LENDERS NAMED HEREIN,

                            THE CHASE MANHATTAN BANK,
                            as Administrative Agent,

                           SALOMON SMITH BARNEY INC.,
                            as Syndication Agent, and

                 FLEET NATIONAL BANK AND BANK OF AMERICA, N.A.,
                           as Co-Documentation Agents

                            Dated as of March 7, 2001

--------------------------------------------------------------------------------

                 JP MORGAN, A DIVISION OF CHASE SECURITIES INC.

                                       and

                           SALOMON SMITH BARNEY INC.,
                             as Joint Lead Arrangers

                 JP MORGAN, A DIVISION OF CHASE SECURITIES INC.,
                               as Sole Bookrunner
<PAGE>

                               TABLE OF CONTENTS
                                                                          Page
                                                                          ----

ARTICLE I DEFINITIONS........................................................1

      SECTION 1.1.   Defined Terms...........................................1

      SECTION 1.2.   Terms Generally........................................13

ARTICLE II THE CREDITS......................................................15

      SECTION 2.1.   Commitments............................................15

      SECTION 2.2.   Loans..................................................15

      SECTION 2.3.   Revolving Credit Borrowing Procedure...................15

      SECTION 2.4.   Repayment of Loans.....................................16

      SECTION 2.5.   Conversion and Continuation Options....................16

      SECTION 2.6.   Fees...................................................16

      SECTION 2.7.   Interest on Loans; Eurodollar Tranches; Etc............17

      SECTION 2.8.   Default Interest.......................................18

      SECTION 2.9.   Alternate Rate of Interest.............................18

      SECTION 2.10.  Termination, Reduction and Increase of Commitments.....18

      SECTION 2.11.  Optional Prepayments of Loans..........................20

      SECTION 2.12.  Reserve Requirements; Change in Circumstances..........20

      SECTION 2.13.  Indemnity..............................................22

      SECTION 2.14.  Pro Rata Treatment; Funding Matters; Evidence of
                     Debt ..................................................22

      SECTION 2.15.  Sharing of Setoffs.....................................24

      SECTION 2.16.  Payments...............................................24

      SECTION 2.17.  Taxes..................................................25

      SECTION 2.18.  Termination or Assignment of Commitments Under
                     Certain Circumstances .................................27

ARTICLE III REPRESENTATIONS AND WARRANTIES..................................27

      SECTION 3.1.   Corporate Existence....................................28

      SECTION 3.2.   Financial Condition....................................28
<PAGE>

      SECTION 3.3.   Litigation.............................................28

      SECTION 3.4.   No Breach, etc.........................................28

      SECTION 3.5.   Corporate Action.......................................29

      SECTION 3.6.   Approvals..............................................29

      SECTION 3.7.   ERISA..................................................29

      SECTION 3.8.   Taxes..................................................29

      SECTION 3.9.   Investment Company Act.................................30

      SECTION 3.10.  Environmental..........................................30

      SECTION 3.11.  Material Subsidiaries..................................30

ARTICLE IV CONDITIONS OF EFFECTIVENESS AND LENDING..........................30

      SECTION 4.1.   Effectiveness..........................................30

      SECTION 4.2.   Initial Loans to Subsidiary Borrowers..................31

      SECTION 4.3.   All Credit Events......................................31

ARTICLE V COVENANTS.........................................................32

      SECTION 5.1.   Financial Statements...................................32

      SECTION 5.2.   Corporate Existence, Etc...............................34

      SECTION 5.3.   Insurance..............................................35

      SECTION 5.4.   Prohibition of Fundamental Changes.....................35

      SECTION 5.5.   Limitation on Liens....................................36

      SECTION 5.6.   Limitation on Subsidiary Indebtedness..................36

      SECTION 5.7.   Consolidated Coverage Ratio............................37

      SECTION 5.8.   Use of Proceeds........................................37

      SECTION 5.9.   Transactions with Affiliates...........................37

ARTICLE VI EVENTS OF DEFAULT................................................38

ARTICLE VII THE AGENTS......................................................40

ARTICLE VIII GUARANTEES.....................................................42

      SECTION 8.1.   Viacom Guarantee.......................................42


                                       ii
<PAGE>

      SECTION 8.2.   Viacom International Guarantee.........................44

ARTICLE IX MISCELLANEOUS....................................................47

      SECTION 9.1.   Notices................................................47

      SECTION 9.2.   Survival of Agreement..................................48

      SECTION 9.3.   Binding Effect.........................................48

      SECTION 9.4.   Successors and Assigns.................................48

      SECTION 9.5.   Expenses; Indemnity....................................52

      SECTION 9.6.   Right of Setoff........................................53

      SECTION 9.7.   APPLICABLE LAW.........................................53

      SECTION 9.8.   Waivers; Amendment.....................................53

      SECTION 9.9.   Entire Agreement.......................................54

      SECTION 9.10.  Waiver of Jury Trial...................................54

      SECTION 9.11.  Severability...........................................54

      SECTION 9.12.  Counterparts...........................................54

      SECTION 9.13.  Headings...............................................54

      SECTION 9.14.  Jurisdiction; Consent to Service of Process............54

      SECTION 9.15.  Confidentiality........................................55

      SECTION 9.16.  Waiver of Notice of Termination Period.................56


                                       iii
<PAGE>

ANNEXES
Annex I           Pricing Grid

EXHIBITS
Exhibit A         Administrative Questionnaire
Exhibit B-1       Form of Revolving Credit Borrowing Request
Exhibit B-2       Form of Subsidiary Borrower Designation
Exhibit B-3       Form of Subsidiary Borrower Request
Exhibit C         Form of Assignment and Acceptance
Exhibit D         Form of Confidentiality Agreement
Exhibit E         Form of Closing Certificate
Exhibit F         Form of New Lender Supplement
Exhibit G         Form of Commitment Increase Letter

SCHEDULES
Schedule 1.1        Commitments; Addresses for Notices
Schedule 1.1(a)     Guarantees
Schedule 5.6        Subsidiary Indebtedness


                                       iv
<PAGE>

            364-DAY CREDIT AGREEMENT entered into as of March 7, 2001, among
VIACOM INC., a Delaware corporation ("Viacom"), each Subsidiary Borrower (as
herein defined); VIACOM INTERNATIONAL INC., a Delaware corporation ("Viacom
International"); the lenders whose names appear on Schedule 1.1 hereto or who
subsequently become parties hereto as provided herein (the "Lenders"); THE CHASE
MANHATTAN BANK, a New York banking corporation ("Chase"), as administrative
agent for the Lenders; SALOMON SMITH BARNEY INC., a New York corporation, as
syndication agent for the Lenders (in such capacity, the "Syndication Agent");
and FLEET NATIONAL BANK, a national banking corporation, and BANK OF AMERICA,
N.A., a national banking corporation, as co-documentation agents for the Lenders
(in such capacity, the "Co-Documentation Agents").

                              W I T N E S S E T H :

            WHEREAS, Viacom has requested that the Lenders provide extensions of
credit to it and to certain Subsidiary Borrowers to be used for general
corporate purposes (including, without limitation, acquisitions and commercial
paper backup), which extensions of credit shall enable the Borrowers (as herein
defined) to borrow loans in an aggregate amount not to exceed $2.0 billion
(except as increased or reduced pursuant to Section 2.10) on a revolving credit
basis on and after the Closing Date (as herein defined) and prior to the
Revolving Credit Maturity Date (as herein defined); and

            WHEREAS, the Lenders are willing to extend credit to the Borrowers
on the terms and subject to the conditions herein set forth;

            NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, the parties hereto hereby agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

            SECTION 1.1. Defined Terms. As used in this Agreement, the following
terms shall have the meanings specified below:

            "ABR Loan" shall mean any Loan bearing interest at a rate determined
by reference to the Alternate Base Rate in accordance with the provisions of
Article II.

            "Administrative Agent" shall mean Chase, together with its
affiliates, as an arranger of the Commitments and as the administrative agent
for the Lenders under this Agreement, and any successor thereto pursuant to
Article VII.

            "Administrative Agent Fee Letter" shall mean the Fee Letter with
respect to this Agreement between Viacom and the Administrative Agent, as
amended, supplemented or otherwise modified from time to time.

            "Administrative Agent's Fees" shall have the meaning assigned to
such term in Section 2.6(b).
<PAGE>

                                                                               2


            "Administrative Questionnaire" shall mean an Administrative
Questionnaire in the form of Exhibit A hereto.

            "Affiliate" shall mean, as to Viacom, any Person which directly or
indirectly controls, is under common control with or is controlled by Viacom. As
used in this definition, "control" (including, with correlative meanings,
"controlled by" and "under common control with") shall mean possession, directly
or indirectly, of power to direct or cause the direction of management or
policies (whether through ownership of securities or partnership or other
ownership interests, by contract or otherwise); provided that, in any event, any
Person which owns directly or indirectly 10% or more of the securities having
ordinary voting power for the election of directors or other governing body of a
corporation or 10% or more of the partnership or other ownership interests of
any other Person (other than as a limited partner of such other Person) will be
deemed to control such corporation or other Person. Notwithstanding the
foregoing, (a) no individual shall be deemed to be an Affiliate of Viacom solely
by reason of his or her being an officer, director or employee of Viacom or any
of its Subsidiaries and (b) Viacom and Viacom International and their
Subsidiaries shall not be deemed to be Affiliates of each other, unless
expressly stated to the contrary.

            "Agents" shall mean the collective reference to the Administrative
Agent, the Co-Documentation Agents, the Joint Lead Arrangers, the Sole
Bookrunner and the Syndication Agent.

            "Agreement" shall mean this 364-Day Credit Agreement, as amended,
supplemented or otherwise modified from time to time.

            "Alternate Base Rate" shall mean, for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of
(a) the Prime Rate in effect on such day and (b) the Federal Funds Effective
Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate"
shall mean the rate of interest per annum publicly announced from time to time
by the Lender serving as the Administrative Agent as its prime rate in effect at
its principal office in New York City; each change in the Prime Rate shall be
effective on the date such change is publicly announced as effective; and
"Federal Funds Effective Rate" shall mean, for any day, the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of the
quotations for the day of such transactions received by the Administrative Agent
from three Federal funds brokers of recognized standing selected by it. If for
any reason the Administrative Agent shall have determined (which determination
shall be conclusive absent manifest error) that it is unable to ascertain the
Federal Funds Effective Rate for any reason, including the inability or failure
of the Administrative Agent to obtain sufficient quotations in accordance with
the terms thereof, the Alternate Base Rate shall be the Prime Rate until the
circumstances giving rise to such inability no longer exist. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective on the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.

            "Applicable Facility Fee Rate" shall mean the "Applicable Facility
Fee Rate" determined in accordance with the Pricing Grid set forth in Annex I
hereto.
<PAGE>

                                                                               3


            "Applicable Eurodollar Margin" shall mean the "Applicable Eurodollar
Margin" determined in accordance with the Pricing Grid set forth in Annex I
hereto.

            "Applicable Utilization Fee Rate" shall mean the "Applicable
Utilization Fee Rate" determined in accordance with the Pricing Grid set forth
in Annex I hereto.

            "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an assignee, and accepted by the Administrative
Agent, in the form of Exhibit C.

            "Blockbuster Event" means the sale or deconsolidation of Blockbuster
Inc. from Viacom, which sale or deconsolidation shall be substantially
non-recourse to Viacom and Viacom International.

            "Board" shall mean the Board of Governors of the Federal Reserve
System of the United States.

            "Bonds" shall have the meaning assigned to such term in Section
8.2(g).

            "Borrower" shall mean, as applicable, Viacom or the relevant
Subsidiary Borrower.

            "Business Day" shall mean any day (other than a day which is a
Saturday, Sunday or legal holiday in the State of New York) on which banks are
open for business in New York City; provided, however, that, when used in
connection with a Eurodollar Loan, the term "Business Day" shall also exclude
any day on which banks are not open for dealings in Dollar deposits in the
London interbank market.

            "Capital Lease Obligations" of any Person shall mean the obligations
of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property (other than
satellite transponders), or a combination thereof, which obligations are
required to be classified and accounted for as capital leases on a balance sheet
of such Person under GAAP and, for the purposes of this Agreement, the amount of
such obligations at any time shall be the capitalized amount thereof at such
time determined in accordance with GAAP.

            "Capital Stock" shall mean any and all shares, interests,
participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person (other than
a corporation) and any and all warrants or options to purchase any of the
foregoing.

            "Chase" shall have the meaning assigned to such term in the preamble
to this Agreement.

            "Closing Certificate" shall mean a certificate, substantially in the
form of Exhibit E.

            "Closing Date" shall mean March 7, 2001.

            "Code" shall mean the Internal Revenue Code of 1986, as the same may
be amended from time to time.
<PAGE>

                                                                               4


            "Co-Documentation Agents" shall have the meaning assigned to such
term in the preamble hereto.

            "Commitment" shall mean, with respect to each Lender, the commitment
of such Lender to make Loans pursuant to Section 2.1, as set forth on Schedule
1.1, as such Lender's Commitment may be permanently terminated or reduced from
time to time pursuant to Section 2.10 or changed pursuant to Section 9.4.

            "Commitment Increase Date" shall have the meaning assigned to such
term in Section 2.10(e).

            "Commitment Increase Letter" shall have the meaning assigned to such
term in Section 2.10(e) and shall be substantially in the form of Exhibit G.

            "Commitment Utilization Percentage" shall mean on any day the
percentage equivalent to a fraction (a) the numerator of which is the sum of the
aggregate outstanding principal amount of Loans, and (b) the denominator of
which is the Total Commitment (or, on any day after termination of the
Commitments, the Total Commitment in effect immediately preceding such
termination).

            "Communications Act" shall mean the Communications Act of 1934, as
amended.

            "Compliance Certificate" shall have the meaning assigned to such
term in Section 5.1.

            "Confidential Information" shall have the meaning assigned to such
term in Section 9.15(a).

            "Confidentiality Agreement" shall mean a confidentiality agreement
substantially in the form of Exhibit D, with such changes as Viacom may approve.

            "Consolidated Coverage Ratio" shall mean, for any period, the ratio
of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense
for such period.

            "Consolidated EBITDA" shall mean, with respect to Viacom and its
Consolidated Subsidiaries for any period, operating profit (loss) (excluding
that related to Discontinued Operations), plus other income (loss), plus
interest income, plus depreciation and amortization (excluding amortization
related to programming rights, prepublication costs and videocassettes),
excluding (a) gains (losses) on sales of assets (except (I) gains (losses) on
sales of inventory sold in the ordinary course of business and (II) gains
(losses) on sales of other assets if such gains (losses) are less than
$10,000,000 individually and less than $50,000,000 in the aggregate during such
period), (b) other non-cash items (including (i) provisions for losses and
additions to valuation allowances, (ii) provisions for restructuring, litigation
and environmental reserves and losses on the Disposition of businesses and (iii)
pension settlement charges), and (c) nonrecurring expenses incurred during such
period in connection with the merger of CBS and Viacom pursuant to the Agreement
and Plan of Merger entered into by CBS, Viacom and Viacom/CBS LLC dated as of
September 6, 1999, as amended, amended and restated, supplemented and otherwise
modified from time to time, minus cash payments made during such period in
respect of non-cash charges taken during any previous period (excluding cash
payments in respect of non-cash charges taken prior to December 31, 1999).
<PAGE>

                                                                               5


            "Consolidated Interest Expense" shall mean for any period the gross
cash interest expense of Viacom and its Consolidated Subsidiaries on
Indebtedness for such period plus cash dividends paid on preferred stock to
persons other than Viacom and its Wholly Owned Subsidiaries for such period, but
excluding the gross cash interest expense of the Discontinued Operations for
such period.

            "Consolidated Subsidiary" shall mean, as to any Person, each
Subsidiary of such Person (whether now existing or hereafter created or
acquired) the financial statements of which shall be consolidated with the
financial statements of such Person in accordance with GAAP.

            "Consolidated Tangible Assets" shall mean at any date the assets of
Viacom and its Subsidiaries determined on such date on a consolidated basis,
less goodwill and other intangible assets.

            "Credit Event" shall mean the making of any Loan. It is understood
that conversions and continuations pursuant to Section 2.5 do not constitute
"Credit Events".

            "Debt Rating" shall mean the rating applicable to Viacom's senior,
unsecured, non-credit-enhanced long-term indebtedness for borrowed money, as
assigned by either Rating Agency.

            "Default" shall mean any event or condition which upon notice, lapse
of time or both would constitute an Event of Default.

            "Discontinued Operations" shall mean the operations classifed as
"discontinued operations" pursuant to Accounting Principles Board Opinion No. 30
as presented in the quarterly report of CBS on Form 10-Q for the quarter ended
September 30, 1997 and filed with the SEC on December 14, 1997.

            "Disposition" shall mean, with respect to any Property, any sale,
lease, assignment, conveyance, transfer or other disposition thereof; and the
terms "Dispose" and "Disposed of" shall have correlative meanings.

            "Dollars" or "$" shall mean lawful money of the United States of
America.

            "Environmental Laws" shall mean any and all Federal, state, local
and foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions relating to the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals, or industrial, toxic or hazardous substances or wastes into the
environment, including, without limitation, ambient air, surface water, ground
water or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, chemicals or industrial, toxic or hazardous substances
or wastes.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.

            "ERISA Affiliate" shall mean, with respect to Viacom, any trade or
business (whether or not incorporated) that is a member of a group of which
Viacom is a member and which is treated as a single employer under Section 414
of the Code.
<PAGE>

                                                                               6


            "Eurodollar Loan" shall mean any Loan bearing interest at a rate
determined by reference to the Eurodollar Rate.

            "Eurodollar Rate" shall mean, with respect to an Interest Period
pertaining to any Eurodollar Loan, the rate of interest determined on the basis
of the rate for deposits in Dollars for a period equal to such Interest Period
commencing on the first day of such Interest Period appearing on Page 3750 of
the Telerate Screen as of 11:00 A.M., London time, two Business Days prior to
the beginning of such Interest Period. In the event that such rate does not
appear on Page 3750 of the Telerate Screen (or otherwise on the Telerate
Service), the "Eurodollar Rate" shall instead be the interest rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the average of
the rates at which Dollar deposits approximately equal in principal amount to,
in the case of a Eurodollar Tranche, the portion of such Eurodollar Tranche of
the Lender serving as Administrative Agent, and for a maturity comparable to
such Interest Period, are offered by the principal London offices of the
Reference Banks (or, if any Reference Bank does not at the time maintain a
London office, the principal London office of any affiliate of such Reference
Bank) for immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

            "Eurodollar Tranche" shall mean the collective reference to
Eurodollar Loans made by the Lenders, the then current Interest Periods with
respect to all of which begin on the same date and end on the same later date
(whether or not such Loans shall originally have been made on the same day).

            "Event of Default" shall have the meaning assigned to such term in
Article VI; provided that any requirement for the giving of notice, the lapse of
time, or both, has been satisfied.

            "Excess Utilization Day" shall mean each day on which the Commitment
Utilization Percentage exceeds 50%.

            "Exchange Act Report" shall have the meaning assigned to such term
in Section 3.3.

            "Existing Credit Agreements" shall mean the (a) $6,400,000,000
Amended and Restated Credit Agreement, dated as of March 26, 1997 (as amended,
restated, supplemented or otherwise modified), among Viacom, as the borrower,
the banks named therein, The Bank of New York, Citibank, N.A., Morgan Guaranty
Trust Company of New York, Bank of America NT&SA and The Chase Manhattan Bank,
as managing agents, The Bank of New York, as documentation agent, Citibank,
N.A., as the administrative agent, and JP Morgan Securities Inc. and Bank of
America NT&SA, as the syndication agents; (b) $1,500,000,000 Amended and
Restated Credit Agreement, dated as of December 10, 1999 (as amended, restated,
supplemented or otherwise modified), among Viacom (successor by merger with CBS
Corporation), as the borrower, the lenders named therein, Bank of America, N.A.
and The Toronto-Dominion Bank, as syndication agents, The Chase Manhattan Bank,
as documentation agent and Morgan Guaranty Trust Company of New York, as
administrative agent; (c) $1,500,000,000 Amended and Restated Credit Agreement,
dated as of December 10, 1999 (as amended, restated, supplemented or otherwise
modified), among Infinity, as the borrower, each subsidiary borrower, Viacom
(successor by merger with CBS Corporation), as a guarantor, the lenders named
therein, Bank of America, N.A. and The Toronto-Dominion Bank, as syndication
agents,
<PAGE>

                                                                               7


The Chase Manhattan Bank, as documentation agent and Morgan Guaranty Trust
Company of New York, as administrative agent; and (d) $500,000,000 364-Day
Credit Agreement, dated as of May 3, 2000 (as amended, restated, supplemented or
otherwise modified), among Infinity, as the borrower, each subsidiary borrower,
the lenders named therein, Bank of New York, as documentation agent, The Chase
Manhattan Bank, as administrative agent, and Bank of America, N.A. and Fleet
National Bank, as co-syndication agents.

            "Existing Infinity Credit Agreement" shall mean the Five-Year Credit
Agreement, dated as of May 3, 2000 (as amended, restated, supplemented or
otherwise modified from time to time), among Infinity, as borrower, the
subsidiary borrowers party thereto, the lenders named therein, Bank of New York,
as documentation agent, Chase, as administrative agent, and Bank of America,
N.A. and Fleet National Bank, as co-syndication agents.

            "Facility Fees" shall mean all fees payable pursuant to Section
2.6(a).

            "Federal Funds Effective Rate" shall have the meaning assigned to
such term in the definition of "Alternate Base Rate".

            "Fees" shall mean the Facility Fees, the Administrative Agent's Fees
and the Utilization Fees.

            "Financial Covenant" shall mean the financial covenant contained in
Section 5.7.

            "Financial Officer" of any corporation shall mean its Chief
Financial Officer, its Vice President and Treasurer or its Vice President and
Chief Accounting Officer or, in each case, any comparable officer or any Person
designated by any such officer.

            "Five-Year Credit Agreement" shall mean the five-year credit
agreement, dated the date hereof, among Viacom, Viacom International, each
subsidiary borrower, the lenders party thereto, Chase, as administrative agent,
Salomon Smith Barney Inc., as syndication agent, and Fleet National Bank and
Bank of America, N.A., as co-documentation agents.

            "GAAP" shall mean generally accepted accounting principles.

            "Governmental Authority" shall mean any Federal, state, local or
foreign court or governmental agency, authority, instrumentality or regulatory
body.

            "Granting Bank" shall have to meaning specified in Section 9.4(i).

            "Guarantee" of or by any Person shall mean any obligation,
contingent or otherwise, of such Person guaranteeing or entered into with the
purpose of guaranteeing any Indebtedness of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, and including any
obligation of such Person, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment of such Indebtedness, (b) to purchase Property, securities or
services for the purpose of assuring the owner of such Indebtedness of the
payment of such Indebtedness or (c) to maintain working capital, equity capital
or other financial statement condition or liquidity of the primary obligor so as
to enable the primary obligor to pay such Indebtedness; provided, however, that
the term "Guarantee" shall not include endorsements for collection or deposit,
in either case in the ordinary course of business.
<PAGE>

                                                                               8


            "Indebtedness" of any Person shall mean at any date, without
duplication, (i) all obligations of such Person for borrowed money (including,
without limitation, in the case of any Borrower, the obligations of such
Borrower for borrowed money under this Agreement), (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of Property or
services, except as provided below, (iv) all obligations of such Person as
lessee under Capital Lease Obligations, (v) all Indebtedness of others secured
by a Lien on any Property of such Person, whether or not such Indebtedness is
assumed by such Person, (vi) all Indebtedness of others directly or indirectly
guaranteed or otherwise assumed by such Person, including any obligations of
others endorsed (otherwise than for collection or deposit in the ordinary course
of business) or discounted or sold with recourse by such Person, or in respect
of which such Person is otherwise directly or indirectly liable, including,
without limitation, any Indebtedness in effect guaranteed by such Person through
any agreement (contingent or otherwise) to purchase, repurchase or otherwise
acquire such obligation or any security therefor, or to provide funds for the
payment or discharge of such obligation, or to maintain the solvency or any
balance sheet or other financial condition of the obligor of such obligation,
provided that Indebtedness of Viacom and its Subsidiaries shall not include (a)
guarantees in existence on the date hereof of Indebtedness of Discontinued
Operations and (b) guarantees of Indebtedness that are identified on Schedule
1.1(a) hereto, (vii) all obligations of such Person as issuer, customer or
account party under letters of credit or bankers' acceptances that are either
drawn or that back financial obligations that would otherwise be Indebtedness;
provided, however, that in each of the foregoing clauses (i) through (vii),
Indebtedness shall not include obligations (other than under this Agreement)
specifically with respect to the production, distribution and acquisition of
motion pictures or other programming rights, talent or publishing rights.

            "Infinity" shall mean Infinity Broadcasting Corporation, a Delaware
corporation.

            "Interest Payment Date" shall mean (a) with respect to any
Eurodollar Loan, the last day of the Interest Period applicable thereto and, in
the case of a Eurodollar Loan with an Interest Period of more than three months'
duration, each day that would have been an Interest Payment Date for such Loan
had successive Interest Periods of three months' duration been applicable to
such Loan and, in addition, the date of any conversion of any Eurodollar Loan to
an ABR Loan, the date of repayment or prepayment of any Eurodollar Loan and the
applicable Maturity Date; (b) with respect to any ABR Loan, the last day of each
March, June, September and December and the applicable Maturity Date.

            "Interest Period" shall mean as to any Eurodollar Loan, the period
commencing on the borrowing date or conversion date of such Loan, or on the last
day of the immediately preceding Interest Period applicable to such Loan, as the
case may be, and ending on the numerically corresponding day (or, if there is no
numerically corresponding day, on the last day) in the calendar month that is 7
days (subject to the prior consent of each Lender) or 1, 2, 3 or 6 months or
(subject to the prior consent of each Lender) 9 or 12 months thereafter, as the
relevant Borrower may elect; provided, however, that (i) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless, in the case of Eurodollar
Loans only, such next succeeding Business Day would fall in the next calendar
month, in which case such Interest Period shall end on the next preceding
Business Day and (ii) notwithstanding anything to the contrary herein, no
Borrower may select an Interest Period which would end after the Maturity Date
applicable to the relevant Loan. Interest shall accrue from and including that
first day of an Interest Period to but excluding the last day of such Interest
Period.
<PAGE>

                                                                               9


            "Joint Lead Arrangers" shall mean JP Morgan, a division of Chase
Securities Inc., a New York corporation, and Salomon Smith Barney Inc., a New
York corporation.

            "Lenders" shall have the meaning assigned to such term in the
preamble to this Agreement.

            "Lender Affiliate" shall mean, (a) with respect to any Lender, (i)
an affiliate of such Lender or (ii) any entity (whether a corporation,
partnership, trust or otherwise) that is engaged in making, purchasing, holding
or otherwise investing in bank loans and similar extensions of credit in the
ordinary course of its business and is administered or managed by a Lender or an
affiliate of such Lender and (b) with respect to any Lender that is a fund which
invests in bank loans and similar extensions of credit, any other fund that
invests in bank loans and similar extensions of credit and is managed by the
same investment advisor as such Lender or by an affiliate of such investment
advisor.

            "Lien" shall mean any mortgage, deed of trust, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), security interest or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever, including, without
limitation, any conditional sale or other title retention agreement.

            "Loan" shall mean the revolving loans made by the Lenders to any
Borrower pursuant to Section 2.3. Each Loan shall be a Eurodollar Loan or an ABR
Loan.

            "Loan Documents" shall mean this Agreement and the Administrative
Agent Fee Letter.

            "Margin Stock" shall have the meaning assigned to such term under
Regulation U.

            "Material Acquisition" shall mean any acquisition of Property or
series of related acquisitions of Property (including by way of merger) which
(a) constitutes assets comprising all or substantially all of an operating unit
of a business or constitutes all or substantially all of the common stock of a
Person and (b) involves the payment of consideration by Viacom and its
Subsidiaries (valued at the initial principal amount thereof in the case of
non-cash consideration consisting of notes or other debt securities and valued
at fair market value in the case of other non-cash consideration) in excess of
$100,000,000.

            "Material Adverse Effect" shall mean (a) a material adverse effect
on the Property, business, results of operations or financial condition of
Viacom and its Subsidiaries taken as a whole or (b) material impairment of the
ability of Viacom to perform any of its obligations under this Agreement.

            "Material Disposition" shall mean any Disposition of Property or
series of related Dispositions of Property which yields gross proceeds to Viacom
or any of its Subsidiaries (valued at the initial principal amount thereof in
the case of non-cash proceeds consisting of notes or other debt securities and
valued at fair market value in the case of other non-cash proceeds) in excess of
$100,000,000.

            "Material Subsidiary" shall mean any "significant subsidiary" of
Viacom as defined in Regulation S-X of the SEC; provided, that each Subsidiary
Borrower shall in any event constitute a Material Subsidiary.
<PAGE>

                                                                              10


            "Moody's" shall mean Moody's Investors Service, Inc.

            "Multiemployer Plan" shall mean a multiemployer plan as defined in
Section 3(37) of ERISA to which contributions have been made by Viacom or any
ERISA Affiliate of Viacom and which is covered by Title IV of ERISA.

            "New Lender" shall have the meaning assigned to such term in Section
2.10(d).

            "New Lender Supplement" shall mean the agreement made pursuant to
Section 2.10(d) substantially in the form of Exhibit F.

            "Non-U.S. Person" shall have the meaning assigned to such term in
Section 2.17(f).

            "Other Taxes" shall mean any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement or any other
Loan Document.

            "Outstanding Extensions of Credit" shall mean, as to any Lender at
any time, an amount equal to the sum of the aggregate principal amount of all
Loans made by such Lender then outstanding.

            "PBGC" shall mean the Pension Benefit Guaranty Corporation referred
to and defined in ERISA, or any successor thereto.

            "Person" shall mean any natural person, corporation, business trust,
joint venture, association, company, partnership, limited liability company or
other entity, or any government or any agency or political subdivision thereof.

            "Plan" shall mean any employee pension benefit plan as defined in
Section 3(2) of ERISA (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code and which is
maintained for employees of Viacom or any ERISA Affiliate.

            "Prime Rate" shall have the meaning assigned to such term in the
definition of "Alternate Base Rate".

            "Pro Forma Period" shall have the meaning assigned to such term in
Section 1.2(c).

            "Property" shall mean any right or interest in or to property of any
kind whatsoever, whether real, personal or mixed and whether tangible or
intangible, including, without limitation, Capital Stock.

            "Rating Agencies" shall mean S&P and Moody's.

            "Reference Banks" shall mean Chase, Citibank N.A. and Bank of
America, N.A.

            "Register" shall have the meaning assigned to such term in Section
9.4(d).
<PAGE>

                                                                              11


            "Regulation D" shall mean Regulation D of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

            "Regulation U" shall mean Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

            "Required Lenders" shall mean, at any time, Lenders whose respective
Total Facility Percentages aggregate more than 50%.

            "Responsible Officer" of any corporation shall mean any executive
officer or Financial Officer of such corporation and any other officer or
similar official thereof responsible for the administration of the obligations
of such corporation in respect of this Agreement (or, in the case of matters
relating to ERISA, any officer responsible for the administration of the pension
funds of such corporation).

            "Revolving Credit Borrowing Request" shall mean a request made
pursuant to Section 2.3 in the form of Exhibit B-1.

            "Revolving Credit Maturity Date" shall mean March 6, 2002.

            "Revolving Credit Percentage" of any Lender at any time shall mean
the percentage of the aggregate Commitments (or, following any termination of
all the Commitments, the Commitments most recently in effect) represented by
such Lender's Commitment (or, following any such termination, the Commitment of
such Lender most recently in effect).

            "S&P" shall mean Standard & Poor's Ratings Services.

            "SEC" shall mean the Securities and Exchange Commission.

            "Sole Bookrunner" shall mean JP Morgan, a division of Chase
Securities Inc., a New York corporation.

            "SPC" shall have the meaning specified in Section 9.4(i).

            "Subsidiary" shall mean, for any Person (the "Parent"), any
corporation, partnership or other entity of which shares of Voting Capital Stock
sufficient to elect a majority of the board of directors or other Persons
performing similar functions of such corporation, partnership or other entity
(irrespective of whether or not at the time securities or other ownership
interests of any other class or classes of such corporation, partnership or
other entity shall have or might have voting power by reason of the happening of
any contingency) are at the time directly or indirectly owned or controlled by
the Parent or one or more of its Subsidiaries or by the Parent and one or more
of its Subsidiaries. Unless otherwise qualified, all references to a
"Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary
or Subsidiaries of Viacom.

            "Subsidiary Borrower" shall mean any Subsidiary of Viacom (a) which
is designated as a Subsidiary Borrower by Viacom pursuant to a Subsidiary
Borrower Designation, (b) which has delivered to the Administrative Agent a
Subsidiary Borrower Request and (c) whose designation as a Subsidiary Borrower
has not been terminated pursuant to Section 4.2.
<PAGE>

                                                                              12


No Subsidiary of Viacom incorporated in Canada or any province or territory
thereof may be a Subsidiary Borrower hereunder.

            "Subsidiary Borrower Designation" shall mean a designation,
substantially in the form of Exhibit B-2, which may be delivered by Viacom and
approved by Viacom and shall be accompanied by a Subsidiary Borrower Request.

            "Subsidiary Borrower Obligations" shall mean, with respect to each
Subsidiary Borrower, the unpaid principal of and interest on the Loans made to
such Subsidiary Borrower (including, without limitation, interest accruing after
the maturity of the Loans made to such Subsidiary Borrower and interest accruing
after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to such Subsidiary
Borrower, whether or not a claim for post-filing or post-petition interest is
allowed in such proceeding) and all other obligations and liabilities of such
Subsidiary Borrower to the Administrative Agent or to any Lender, whether direct
or indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, this
Agreement. "Subsidiary Borrower Request" shall mean a request, substantially in
the form of Exhibit B-3, which is received by the Administrative Agent in
connection with a Subsidiary Borrower Designation.

            "Syndication Agent" shall have the meaning assigned to such term in
the preamble hereto.

            "Test Period" shall have the meaning assigned to such term in
Section 1.2(c).

            "Total Commitment" shall mean at any time the aggregate amount of
the Commitments in effect at such time.

            "Total Facility Exposure" shall mean at any time the aggregate
amount of the Outstanding Extensions of Credit at such time.

            "Total Facility Percentage" shall mean, as to any Lender at any
time, the quotient (expressed as a percentage) of (a) such Lender's Commitment
(or (x) for the purposes of acceleration of the Loans pursuant to clause (II) of
Article VI or (y) if the Commitments have terminated, such Lender's Outstanding
Extensions of Credit) and (b) the aggregate of all Lenders' Commitments (or (x)
for the purposes of acceleration of the Loans pursuant to clause (II) of Article
VI or (y) if the Commitments have terminated, the Total Facility Exposure)).

            "Transferee" shall mean any assignee or participant described in
Section 9.4(b) or (f).

            "Type" when used in respect of any Loan, shall refer to the Rate by
reference to which interest on such Loan is determined. For purposes hereof,
"Rate" shall mean the Eurodollar Rate or the Alternate Base Rate.

            "U.S. Person" shall mean a citizen, national or resident of the
United States of America, or an entity organized in or under the laws of the
United States of America.

            "Utilization Fee" shall have the meaning assigned to such term in
Section 2.6(c).
<PAGE>

                                                                              13


            "Viacom" shall have the meaning assigned to such term in the
preamble to this Agreement.

            "Viacom International" shall have the meaning assigned to such term
in the preamble to this Agreement.

            "Viacom Obligations" shall mean, with respect to Viacom, the unpaid
principal of and interest on the Loans made to Viacom (including, without
limitation, interest accruing after the maturity of the Loans made to Viacom and
interest accruing after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to
Viacom, whether or not a claim for post-filing or post-petition interest is
allowed in such proceeding) and all other obligations, including its Guarantee
obligations hereunder, and liabilities of Viacom to the Administrative Agent or
to any Lender, whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under, out
of, or in connection with, this Agreement.

            "Voting Capital Stock" shall mean securities or other ownership
interests of a corporation, partnership or other entity having by the terms
thereof ordinary voting power to vote in the election of the board of directors
or other Persons performing similar functions of such corporation, partnership
or other entity (without regard to the occurrence of any contingency).

            "Wholly Owned Subsidiary" shall mean any Subsidiary of which all
shares of Voting Capital Stock (other than, in the case of a corporation,
directors' qualifying shares) are owned directly or indirectly by the Parent (as
defined in the definition of "Subsidiary").

            SECTION 1.2. Terms Generally.

            (a) The definitions in Section 1.1 shall apply equally to both the
singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words "include", "includes" and "including" shall, except
where the context otherwise requires, be deemed to be followed by the phrase
"without limitation". All references herein to Articles, Sections, Exhibits and
Schedules shall be deemed references to Articles and Sections of, and Exhibits
and Schedules to, this Agreement unless the context shall otherwise require.

            (b) Except as otherwise expressly provided herein, all terms of an
accounting nature shall be construed in accordance with GAAP in effect from time
to time. The parties hereto agree, however, that in the event that any change in
accounting principles from those used in the preparation of the financial
statements referred to in Section 3.2 is hereafter occasioned by the
promulgation of rules, regulations, pronouncements, opinions and statements by
or required by the Financial Accounting Standards Board or Accounting Principles
Board or the American Institute of Certified Public Accountants (or successors
thereto or agencies with similar functions) and such change materially affects
the calculation of any component of the Financial Covenant or any standard or
term contained in this Agreement, the Administrative Agent and Viacom shall
negotiate in good faith to amend such Financial Covenant, standards or terms
found in this Agreement (other than in respect of financial statements to be
delivered hereunder) so that, upon adoption of such changes, the criteria for
evaluation of Viacom's and its Subsidiaries' financial condition shall be the
same after such change as if such change had not been made; provided, however,
that (i) any such amendments shall not become effective for purposes of this
Agreement unless approved by the Required Lenders and (ii) if Viacom and the
<PAGE>

                                                                              14


Required Lenders cannot agree on such an amendment, then the calculations under
such Financial Covenant, standards or terms shall continue to be computed
without giving effect to such change in accounting principles; provided further,
however, that the parties hereto agree that Viacom and its Subsidiaries shall
adopt Statement of Position 00-2, "Accounting by Producers or Distributors of
Films" effective as from January 1, 2000.

            (c) For the purposes of calculating Consolidated EBITDA and
Consolidated Interest Expense for any period (a "Test Period"), (i) if at any
time from the period (a "Pro Forma Period") commencing on the second day of such
Test Period and ending on the date which is ten days prior to the date of
delivery of the Compliance Certificate in respect of such Test Period (or, in
the case of any pro forma calculation made pursuant hereto in respect of a
particular transaction, ending on the date such transaction is consummated after
giving effect thereto), Viacom or any Subsidiary shall have made any Material
Disposition, the Consolidated EBITDA for such Test Period shall be reduced by an
amount equal to the Consolidated EBITDA (if positive) attributable to the
Property which is the subject of such Material Disposition for such Test Period
or increased by an amount equal to the Consolidated EBITDA (if negative)
attributable thereto for such Test Period, and Consolidated Interest Expense for
such Test Period shall be reduced by an amount equal to the Consolidated
Interest Expense for such Test Period attributable to any Indebtedness of Viacom
or any Subsidiary repaid, repurchased, defeased or otherwise discharged with
respect to Viacom and its Subsidiaries in connection with such Material
Disposition (or, if the Capital Stock of any Subsidiary is sold, the
Consolidated Interest Expense for such Test Period directly attributable to the
Indebtedness of such Subsidiary to the extent Viacom and its continuing
Subsidiaries are no longer liable for such Indebtedness after such Disposition);
(ii) if during such Pro Forma Period Viacom or any Subsidiary shall have made a
Material Acquisition, Consolidated EBITDA and Consolidated Interest Expense for
such Test Period shall be calculated after giving pro forma effect thereto
(including the incurrence or assumption of any Indebtedness in connection
therewith) as if such Material Acquisition (and the incurrence or assumption of
any such Indebtedness) occurred on the first day of such Test Period; and (iii)
if during such Pro Forma Period any Person that subsequently became a Subsidiary
or was merged with or into Viacom or any Subsidiary since the beginning of such
Pro Forma Period shall have entered into any disposition or acquisition
transaction that would have required an adjustment pursuant to clause (i) or
(ii) above if made by Viacom or a Subsidiary during such Pro Forma Period,
Consolidated EBITDA and Consolidated Interest Expense for such Test Period shall
be calculated after giving pro forma effect thereto as if such transaction
occurred on the first day of such Test Period. For the purposes of this
paragraph, whenever pro forma effect is to be given to a Material Disposition or
Material Acquisition, the amount of income or earnings relating thereto and the
amount of Consolidated Interest Expense associated with any Indebtedness
discharged or incurred in connection therewith, the pro forma calculations shall
be determined in good faith by a Financial Officer of Viacom. If any
Indebtedness bears a floating rate of interest and the incurrence or assumption
thereof is being given pro forma effect, the interest expense on such
Indebtedness shall be calculated as if the rate in effect on the last day of the
relevant Pro Forma Period had been the applicable rate for the entire relevant
Test Period (taking into account any interest rate protection agreement
applicable to such Indebtedness if such interest rate protection agreement has a
remaining term in excess of 12 months). Comparable adjustments shall be made in
connection with any determination of Consolidated EBITDA.

            (d) For purposes of the Financial Covenant, (i) the Discontinued
Operations shall be disregarded and (ii) the businesses classified as
Discontinued Operations shall be limited to
<PAGE>

                                                                              15


those businesses treated as such in the financial statements of Viacom referred
to in the definition of "Discontinued Operations" and the accounting treatment
of Discontinued Operations shall be consistent with the accounting treatment
thereof in such financial statements.

                                   ARTICLE II

                                   THE CREDITS

            SECTION 2.1. Commitments.

            Subject to the terms and conditions hereof and relying upon the
representations and warranties herein set forth, each Lender agrees, severally
and not jointly, to make Loans to Viacom or any Subsidiary Borrower, at any time
and from time to time on and after the Closing Date and until the earlier of (a)
the Business Day immediately preceding the Revolving Credit Maturity Date and
(b) the termination of the Commitment of such Lender, in an aggregate principal
amount at any time outstanding not to exceed such Lender's Commitment. Each
Borrower may borrow, prepay and reborrow Loans on and after the Closing Date and
prior to the Revolving Credit Maturity Date, subject to the terms, conditions
and limitations set forth herein.

            SECTION 2.2. Loans.

            (a) Each Loan shall be made to the relevant Borrower by the Lenders
ratably in accordance with their respective Commitments. The Loans shall be made
in minimum amounts equal to (i) in the case of Eurodollar Loans, $50,000,000 or
an integral multiple of $5,000,000 in excess thereof, and (ii) in the case of
ABR Loans, $25,000,000 or an integral multiple of $5,000,000 in excess thereof
(or an aggregate principal amount equal to the remaining balance of the
available Total Commitment).

            (b) Each Lender shall make each Loan to be made by it on the
proposed date thereof by wire transfer of immediately available funds to the
Administrative Agent in New York, New York, not later than 12:00 noon, New York
City time (or, in connection with an ABR Loan to be made on the same day on
which a notice is submitted, 12:30 p.m., New York City time) and the
Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts
so received to the general deposit account of the relevant Borrower with the
Administrative Agent.

            SECTION 2.3. Revolving Credit Borrowing Procedure.

            In order to request a Loan, the relevant Borrower shall hand deliver
or telecopy to the Administrative Agent a Revolving Credit Borrowing Request in
the form of Exhibit B-1 (a) in the case of a Eurodollar Loan, not later than
11:00 a.m., New York City time, three Business Days before a proposed borrowing
and (b) in the case of an ABR Loan, not later than 11:00 a.m., New York City
time, on the day of a proposed borrowing. Such notice shall be irrevocable and
shall in each case specify (i) whether the Loan then being requested is to be a
Eurodollar Loan or an ABR Loan, (ii) the date of such Loan (which shall be a
Business Day) and the amount thereof; and (iii) in the case of a Eurodollar
Loan, the Interest Period with respect thereto. The Administrative Agent shall
promptly advise the Lenders of any notice given pursuant to this Section 2.3 and
of each Lender's portion of the requested Loan.
<PAGE>

                                                                              16


            SECTION 2.4. Repayment of Loans.

            Each Borrower shall repay all outstanding Loans on the first
anniversary of the Revolving Credit Maturity Date (or such earlier date on which
the Loans shall be due and payable in accordance herewith). Each Loan shall bear
interest from and including the date thereof on the outstanding principal
balance thereof as set forth in Section 2.07.

            SECTION 2.5. Conversion and Continuation Options.

            (a) The relevant Borrower may elect from time to time to convert
Eurodollar Loans (or, subject to Section 2.07(d), a portion thereof) to ABR
Loans on the last day of an Interest Period with respect thereto by giving the
Administrative Agent prior irrevocable notice of such election. The relevant
Borrower may elect from time to time to convert ABR Loans (subject to Section
2.07(d)) to Eurodollar Loans by giving the Administrative Agent at least three
Business Days' prior irrevocable notice of such election. Any such notice of
conversion to Eurodollar Loans shall specify the length of the initial Interest
Period therefor. Upon receipt of any such notice the Administrative Agent shall
promptly notify each Lender thereof. All or any part of outstanding Eurodollar
Loans and ABR Loans may be converted as provided herein; provided, that no Loan
may be converted into a Eurodollar Loan when any Event of Default has occurred
and is continuing and the Administrative Agent has or the Required Lenders have
determined in its or their sole discretion not to permit such a conversion.

            (b) Any Eurodollar Loans (or, subject to Section 2.07(d), a portion
thereof) may be continued as such upon the expiration of the then current
Interest Period with respect thereto by the relevant Borrower giving irrevocable
notice to the Administrative Agent, not less than three Business Days prior to
the last day of the then current Interest Period with respect thereto, of the
length of the next Interest Period to be applicable to such Loans; provided,
that no Eurodollar Loan may be continued as such when any Event of Default has
occurred and is continuing and the Administrative Agent has or the Required
Lenders have determined in its or their sole discretion not to permit such a
continuation; and provided, further, that if the relevant Borrower shall fail to
give any required notice as described above in this paragraph or if such
continuation is not permitted pursuant to the preceding proviso such Eurodollar
Loans shall be automatically converted to ABR Loans on the last day of such then
expiring Interest Period. Upon receipt of any notice from a Borrower pursuant to
this Section 2.5(b), the Administrative Agent shall promptly notify each Lender
thereof. The Administrative Agent shall promptly notify the applicable Borrower
upon the determination in accordance with this Section 2.5(b), by it or the
Required Facility Lenders, not to permit such a continuation.

            SECTION 2.6. Fees.

            (a) Viacom agrees to pay to the Administrative Agent for the account
of each Lender a Facility Fee for the period from and including the Closing Date
to the Revolving Credit Maturity Date (or such earlier date on which the
Commitments shall terminate in accordance herewith), computed at a per annum
rate equal to the Applicable Facility Fee Rate on such Lender's Commitment
(whether used or unused); provided that, if such Lender continues to have any
Facility Exposure after its Commitment terminates, then such Facility Fee shall
continue to accrue on the daily amount of such Lender's Facility Exposure from
and including the date on which its Commitment terminates to but excluding the
date on which such Lender ceases to have any Facility Exposure. All Facility
Fees shall be computed on the basis of the actual number of days elapsed in a
year of 360 days and shall be payable quarterly in arrears on the last day of
<PAGE>

                                                                              17


each March, June, September and December, on the Revolving Credit Maturity Date
or such earlier date on which the Commitments shall be terminated, commencing on
the first of such dates to occur after the Closing Date.

            (b) Viacom agrees to pay to the Administrative Agent, for its own
account, the administrative agent's fees ("Administrative Agent's Fees")
provided for in the Administrative Agent Fee Letter at the times provided
therein.

            (c) Viacom agrees to pay to each Lender, through the Administrative
Agent, on each Interest Payment Date for ABR Loans, a utilization fee (a
"Utilization Fee") at a rate per annum equal to the Applicable Utilization Fee
Rate for each Excess Utilization Day during the period covered by such Interest
Payment Date on the Outstanding Extensions of Credit of such Lender on such
Excess Utilization Day. All Utilization Fees shall be computed on the basis of
the actual number of days elapsed in a year of 360 days and shall be payable in
arrears.

            (d) All Fees shall be paid on the dates due, in immediately
available funds, to the Administrative Agent for distribution, if and as
appropriate, among the relevant Lenders. Once paid, none of the Fees shall be
refundable under any circumstances (other than corrections of errors in
payment).

            SECTION 2.7. Interest on Loans; Eurodollar Tranches; Etc.

            (a) Subject to the provisions of Section 2.08, Eurodollar Loans
shall bear interest (computed on the basis of the actual number of days elapsed
over a year of 360 days) at a rate per annum equal to in the case of each
Eurodollar Loan, the Eurodollar Rate for the Interest Period in effect for such
Loan plus the Applicable Eurodollar Margin. The Eurodollar Rate for each
Interest Period shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error. The Administrative
Agent shall promptly advise the relevant Borrower and each Lender of such
determination.

            (b) Subject to the provisions of Section 2.08, ABR Loans shall bear
interest (computed on the basis of the actual number of days elapsed over a year
of 365 or 366 days, as the case may be, when determined by reference to the
Prime Rate and over a year of 360 days at all other times) at a rate per annum
equal to the Alternate Base Rate. The Alternate Base Rate shall be determined by
the Administrative Agent, and such determination shall be conclusive absent
manifest error.

            (c) Interest on each Loan shall be payable on each applicable
Interest Payment Date.

            (d) Notwithstanding anything to the contrary in this Agreement, all
borrowings, conversions, continuations, repayments and prepayments of Eurodollar
Loans hereunder and all selections of Interest Periods hereunder in respect of
Eurodollar Loans shall be in such amounts and shall be made pursuant to such
elections so that, after giving effect thereto, the aggregate principal amount
of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to
$50,000,000 or a whole multiple of $5,000,000 in excess thereof. Unless
otherwise agreed by the Administrative Agent, in no event shall there be more
than 25 Eurodollar Tranches outstanding at any time.
<PAGE>

                                                                              18


            (e) If no election as to the Type of Loan is specified in any notice
of borrowing with respect thereto, then the requested Loan shall be an ABR Loan.
If no Interest Period with respect to a Eurodollar Loan is specified in any
notice of borrowing, conversion or continuation, then the relevant Borrower
shall be deemed to have selected an Interest Period of one month's duration.

            SECTION 2.8. Default Interest.

            If all or a portion of the principal amount of any Loan shall not be
paid when due (whether at the stated maturity, by acceleration or otherwise),
all outstanding Loans (whether or not overdue) shall bear interest at a rate per
annum which is equal to the rate that would otherwise be applicable thereto
pursuant to the provisions of Section 2.07 plus 2% and (b) if all or a portion
of any interest payable on any Loan or any Fee or other amount payable hereunder
shall not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest at a rate per annum equal to
the rate otherwise applicable to ABR Loans pursuant to Section 2.07(b) plus 2%,
in each case, with respect to clauses (a) and (b) above, from the date of such
non-payment until such amount is paid in full (as well after as before
judgment).

            SECTION 2.9. Alternate Rate of Interest.

            In the event, and on each occasion, that on the day two Business
Days prior to the commencement of any Interest Period for a Eurodollar Loan (i)
the Administrative Agent shall have determined (which determination shall be
conclusive and binding upon each Borrower) that, by reason of circumstances
affecting the relevant market, adequate and reasonable means do not exist for
ascertaining the Eurodollar Rate for such Interest Period, or (ii) the Required
Lenders shall have determined and shall have notified the Administrative Agent
that the Eurodollar Rate determined or to be determined for such Interest Period
will not adequately and fairly reflect the cost to such Lenders (as conclusively
certified by such Lenders) of making or maintaining Eurodollar Loans during such
Interest Period, the Administrative Agent shall, as soon as practicable
thereafter, give written or telecopy notice of such determination to the
Borrowers and the Lenders. In the event of any such determination, until the
Administrative Agent shall have advised the Borrowers and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any request by a
Borrower for a Eurodollar Loan pursuant to Section 2.3 to be made after such
determination shall be deemed to be a request for an ABR Loan and (ii) any
request by a Borrower for conversion into or a continuation of a Eurodollar Loan
pursuant to Section 2.5 to be made after such determination shall have no force
and effect (in the case of a requested conversion) or shall be deemed to be a
request for a conversion into an ABR Loan (in the case of a requested
continuation). Each determination by the Administrative Agent or the Required
Lenders hereunder shall be conclusive absent manifest error.

            SECTION 2.10. Termination, Reduction and Increase of Commitments.

            (a) Upon at least three Business Days' prior irrevocable written or
telecopy notice to the Administrative Agent, Viacom may at any time in whole
permanently terminate, or from time to time in part permanently reduce, the
Commitments; provided, however, that (i) each partial reduction of the
Commitments shall be in a minimum principal amount of $10,000,000 and in
integral multiples of $1,000,000 in excess thereof and (ii) no such termination
or reduction shall be made if, after giving effect thereto and to any
prepayments of the Loans made
<PAGE>

                                                                              19


on the effective date thereof, (x) the Outstanding Extensions of Credit of any
Lender would exceed such Lender's Commitment then in effect or (y) the Total
Facility Exposure would exceed the Total Commitment then in effect. The
Administrative Agent shall promptly advise the Lenders of any notice given
pursuant to this Section 2.10(a).

            (b) Except as otherwise provided in Section 2.18, each reduction in
the Commitments hereunder shall be made ratably among the Lenders in accordance
with their respective Commitments. Viacom agrees to pay to the Administrative
Agent for the account of the Lenders, on the date of termination or reduction of
the Commitments, the Facility Fees on the amount of the Commitments so
terminated or reduced accrued through the date of such termination or reduction.

            (c) Viacom shall have the right at any time and from time to time to
increase the Total Commitments to an aggregate amount, when added to the
aggregate amount of Total Commitments (as defined under the Five-Year Credit
Agreement) under the Five-Year Credit Agreement, not to exceed $4,500,000,000
(i) by requesting that one or more banks or other financial institutions not a
party to this Agreement become a Lender hereunder or (ii) by requesting that any
Lender already party to this Agreement increase the amount of such Lender's
Commitment; provided, that the addition of any bank or financial institution
pursuant to clause (i) above shall be subject to the consent of the
Administrative Agent (which consent shall not be unreasonably withheld);
provided further, the Commitment of any bank or other financial institution
pursuant to clause (i) above, shall be in an aggregate principal amount at least
equal to $10,000,000; provided further, the amount of the increase of any
Lender's Commitment pursuant to clause (ii) above when added to the amount of
such Lender's Commitment before the increase, shall be in an aggregate principal
amount at least equal to $10,000,000.

            (d) Any additional bank, financial institution or other entity which
elects to become a party to this Agreement and obtain a Commitment pursuant to
clause (c) of this Section 2.10 above shall execute a New Lender Supplement
(each, a "New Lender Supplement") with Viacom and the Administrative Agent,
substantially in the form of Exhibit G, whereupon such bank, financial
institution or other entity (herein called a "New Lender") shall become a Lender
for all purposes and to the same extent as if originally a party hereto and
shall be bound by and entitled to the benefits of this Agreement, and Schedule
1.1 shall be deemed to be amended to add the name and Commitment of such New
Lender.

            (e) Any increase in the Total Commitment pursuant to clause (c) of
this Section 2.10 shall be effective only upon the execution and delivery to
Viacom and the Administrative Agent of a commitment increase letter in
substantially the form of Exhibit G hereto (a "Commitment Increase Letter"),
which Commitment Increase Letter shall be delivered to the Administrative Agent
not less than five Business Days prior to the Commitment Increase Date and shall
specify (i) the amount of the Commitment of any bank or financial institution
not a party to this agreement which is becoming a Lender or the amount of any
increase in the Commitment of any Lender and (ii) the date such increase is to
become effective (the "Commitment Increase Date").

            (f) Any increase in the Total Commitment pursuant to this Section
2.10 shall not be effective unless:

            (i) no Default or Event of Default shall have occurred and be
      continuing on the Commitment Increase Date;
<PAGE>

                                                                              20


            (ii) each of the representations and warranties made by Viacom and
      the Subsidiary Borrowers in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall be
      true and correct in all material respects on the Commitment Increase Date
      with the same effect as though made on and as of such date, except to the
      extent such representations and warranties expressly relate to an earlier
      date in which case such representations and warranties shall be true and
      correct in all material respects as of such earlier date;

            (iii) the Administrative Agent shall have received each of (A) a
      certificate of the corporate secretary or assistant secretary of the
      Borrowers as to the taking of any corporate action necessary in connection
      with such increase and (B) an opinion or opinions of general counsel to
      the Borrowers as to their corporate power and authority to borrow
      hereunder after giving effect to such increase and such other matters
      relating thereto as the Administrative Agent and its counsel may
      reasonably request.

            (g) Each notice requesting an increase in the Total Commitments
pursuant to this Section 2.10 shall constitute a certification to the effect set
forth in clauses (i) and (ii) of this Section 2.10(f).

            (h) No Lender shall at any time be required to agree to a request of
Viacom to increase its Commitment or obligations hereunder.

            SECTION 2.11. Optional Prepayments of Loans.

            The relevant Borrower may at any time and from time to time prepay
the Loans, in whole or in part, without premium or penalty, upon giving
irrevocable written or telecopy notice (or telephone notice promptly confirmed
by written or telecopy notice) to the Administrative Agent: (i) before 10:00
a.m., New York City time, three Business Days prior to prepayment, in the case
of Eurodollar Loans, and (ii) before 10:00 a.m., New York City time, one
Business Day prior to prepayment, in the case of ABR Loans. Such notice shall
specify the date and amount of prepayment and whether the prepayment is of
Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination
thereof, the amount allocable to each. If a Eurodollar Loan is prepaid on any
day other than the last day of the Interest Period applicable thereto, the
relevant Borrower shall also pay any amounts owing pursuant to Section 2.13.
Upon receipt of any such notice the Administrative Agent shall promptly notify
each Lender thereof. If any such notice is given, the amount specified in such
notice shall be due and payable on the date specified therein, together with
(except in the case of ABR Loans) accrued interest to such date on the amount
prepaid. Partial prepayments of Loans shall be in an aggregate principal amount
of $10,000,000 or a whole multiple of $1,000,000 in excess thereof.

            SECTION 2.12. Reserve Requirements; Change in Circumstances.

            (a) Notwithstanding any other provision herein, if after the Closing
Date any change in applicable law or regulation (including any change in the
reserve percentages provided for in Regulation D) or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof shall change the basis of taxation of
payments to any Lender of the principal of or interest on any Eurodollar Loan
made by such Lender (other than changes in respect of taxes imposed on the
overall net income of such Lender by the jurisdiction in which such Lender has
its principal office (or in which it holds any Eurodollar Loan) or by any
political subdivision or taxing authority therein and other than taxes that
would not have been imposed but for the failure of such Lender to comply with
applicable
<PAGE>

                                                                              21


certification, information, documentation or other reporting requirements), or
shall impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of or deposits with or for the account of such
Lender, or shall impose on such Lender or the London interbank market any other
condition affecting this Agreement or any Eurodollar Loan made by such Lender,
and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan or to reduce the amount of
any sum received or receivable by such Lender hereunder (whether of principal,
interest or otherwise) in respect of any Eurodollar Loan by an amount deemed by
such Lender to be material, then the relevant Borrower agrees to pay to such
Lender as provided in paragraph (c) below such additional amount or amounts as
will compensate such Lender for such additional costs incurred or reduction
suffered.

            (b) If any Lender shall have determined that the adoption after the
Closing Date hereof of any law, rule, regulation or guideline regarding capital
adequacy, or any change in any law, rule, regulation or guideline regarding
capital adequacy or in the interpretation or administration of any of the
foregoing by any Governmental Authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by any
Lender (or any lending office of such Lender) or any Lender's holding company
with any request or directive regarding capital adequacy (whether or not having
the force of law) of any such authority, central bank or comparable agency, has
or would have the effect of reducing the rate of return on such Lender's capital
or on the capital of such Lender's holding company, if any, as a consequence of
this Agreement or the Loans made by such Lender pursuant hereto to a level below
that which such Lender or such Lender's holding company could have achieved but
for such applicability, adoption, change or compliance (taking into
consideration such Lender's policies and the policies of such Lender's holding
company with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time Viacom agrees to pay to such Lender as
provided in paragraph (c) below such additional amount or amounts as will
compensate such Lender or such Lender's holding company for any such reduction
suffered.

            (c) A certificate of each Lender setting forth such amount or
amounts as shall be necessary to compensate such Lender as specified in
paragraph (a) or (b) above, as the case may be, and the basis therefor in
reasonable detail shall be delivered to the relevant Borrower and shall be
conclusive absent manifest error. The relevant Borrower shall pay each Lender
the amount shown as due on any such certificate within 30 days after its receipt
of the same.

            (d) Except as provided in this paragraph, failure on the part of any
Lender to demand compensation for any increased costs or reduction in amounts
received or receivable or reduction in return on capital with respect to any
period shall not constitute a waiver of such Lender's right to demand
compensation with respect to any other period. The protection of this Section
2.12 shall be available to each Lender regardless of any possible contention of
the invalidity or inapplicability of the law, rule, regulation, guideline or
other change or condition which shall have occurred or been imposed so long as
it shall be customary for Lenders affected thereby to comply therewith. No
Lender shall be entitled to compensation under this Section 2.12 for any costs
incurred or reductions suffered with respect to any date unless it shall have
notified the relevant Borrower that it will demand compensation for such costs
or reductions under paragraph (c) above not more than 90 days after the later of
(i) such date and (ii) the date on which it shall have become aware of such
costs or reductions. Notwithstanding any other provision of this Section 2.12,
no Lender shall demand compensation for any increased cost or reduction referred
to above if it shall not at the time be the general policy or practice of such
Lender to demand such compensation in similar circumstances under comparable
provisions of
<PAGE>

                                                                              22


other credit agreements, if any. In the event any Borrower shall reimburse any
Lender pursuant to this Section 2.12 for any cost and such Lender shall
subsequently receive a refund in respect thereof, such Lender shall so notify
such Borrower and, upon its request, will pay to such Borrower the portion of
such refund which such Lender shall determine in good faith to be allocable to
the cost so reimbursed. The covenants contained in this Section 2.12 shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.

            SECTION 2.13. Indemnity.

            Each Borrower agrees to indemnify each Lender against any loss or
expense described below which such Lender may sustain or incur as a consequence
of (a) any failure by such Borrower to fulfill on the date of any borrowing
hereunder the applicable conditions set forth in Article IV, (b) any failure by
such Borrower to borrow, continue or convert any Loan hereunder after
irrevocable notice of such borrowing, continuation or conversion has been given
or deemed given pursuant to Article II, (c) any payment, prepayment or
conversion of a Eurodollar Loan made to such Borrower required by any other
provision of this Agreement or otherwise made or deemed made, whatever the
circumstances may be that give rise to such payment, prepayment or conversion,
or any transfer of any such Loan pursuant to Section 2.18 or 9.4(b), on a date
other than the last day of the Interest Period applicable thereto, or (d) if any
breakage is incurred, any failure by a Borrower to prepay a Eurodollar Loan on
the date specified in a notice of prepayment; provided, that any request for
indemnification made by any Lender to any Borrower pursuant hereto shall be
accompanied by such Lender's calculation of such amount to be indemnified. The
loss or expense for which such Lender shall be indemnified under this Section
2.13 shall be equal to the excess, if any, as reasonably determined by such
Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid,
converted or not borrowed, continued, prepaid or converted (assumed to be the
Eurodollar Rate in the case of Eurodollar Loans) for the period from the date of
such payment, prepayment, conversion or failure to borrow, continue, prepay or
convert to the last day of the Interest Period for such Loan (or, in the case of
a failure to borrow, continue, prepay or convert, the Interest Period for such
Loan which would have commenced on the date of such failure) over (ii) the
amount of interest (as reasonably determined by such Lender) that would be
realized by such Lender in reemploying the funds so paid, prepaid, converted or
not borrowed, continued, prepaid or converted for such period or Interest
Period, as the case may be; provided, however, that such amount shall not
include any loss of a Lender's margin or spread over its cost of obtaining funds
as described above. A certificate of any Lender setting forth any amount or
amounts which such Lender is entitled to receive pursuant to this Section 2.13
(with calculations in reasonable detail) shall be delivered to the relevant
Borrower and shall be conclusive absent manifest error. This covenant shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.

            SECTION 2.14. Pro Rata Treatment; Funding Matters; Evidence of Debt.

            (a) Except as required under Section 2.18, each payment or
prepayment of principal of any Loan, each payment of interest on the Loans, each
payment of the Facility Fees pursuant to Section 2.6(a), and each reduction of
the Commitments, shall be allocated pro rata among the Lenders in accordance
with their respective Commitments (or, if such Commitments shall have expired or
been terminated, in accordance with the respective principal amounts of their
outstanding Loans). Each Lender agrees that in computing such Lender's portion
of any
<PAGE>

                                                                              23


Loan to be made hereunder, the Administrative Agent may, in its discretion,
round such Lender's percentage of such Loan to the next higher or lower whole
Dollar amount.

            (b) Unless the Administrative Agent shall have received notice from
a Lender prior to the relevant borrowing date that such Lender will not make
available to the Administrative Agent such Lender's portion of a borrowing, the
Administrative Agent may assume that such Lender has made such portion available
to the Administrative Agent on the date of such borrowing in accordance with
this Agreement and the Administrative Agent may, in reliance upon such
assumption, make available to the relevant Borrower on such date a corresponding
amount. If and to the extent that such Lender shall not have made such portion
available to the Administrative Agent, each of such Lender and the relevant
Borrower agrees to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to such Borrower until the date such amount is
repaid to the Administrative Agent at (i) in the case of such Borrower, the
interest rate applicable at the time to the relevant Loan and (ii) in the case
of such Lender, the Federal Funds Effective Rate. If such Lender shall repay to
the Administrative Agent such corresponding amount, such amount shall constitute
such Lender's Loan as part of such borrowing for the purposes of this Agreement;
provided, that such repayment shall not release such Lender from any liability
it may have to such Borrower for the failure to make such Loan at the time
required herein.

            (c) The failure of any Lender to make any Loan shall not in itself
relieve any other Lender of its obligation to lend hereunder (it being
understood, however, that no Lender shall be responsible for the failure of any
other Lender to make any Loan required to be made by such other Lender).

            (d) Each Lender may at its option make any Eurodollar Loan by
causing any domestic or foreign branch or Lender Affiliate of such Lender to
make such Loan; provided, that any exercise of such option shall not affect the
obligation of the relevant Borrower to repay such Loan in accordance with the
terms of this Agreement.

            (e) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness to such Lender resulting from
each Loan made by it from time to time, including the amounts of principal and
interest payable and paid to such Lender from time to time under this Agreement.
The Administrative Agent shall maintain accounts in which it will record (i) the
amount of each Loan made hereunder, the Borrower with respect to each Loan, the
Type of each Loan and each Interest Period, if any, applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable
from each Borrower to each Lender hereunder and (iii) the amount of any sum
received by the Administrative Agent hereunder from any Borrower and each
Lender's share thereof. The entries made in the accounts maintained pursuant to
this paragraph (e) shall, to the extent permitted by applicable law, be prima
facie evidence of the existence and amounts of the obligations therein recorded;
provided, however, that the failure of any Lender or the Administrative Agent to
maintain such accounts or any error therein shall not in any manner affect the
obligations of any Borrower to repay the Loans in accordance with their terms.

            (f) In order to expedite the transactions contemplated by this
Agreement, each Subsidiary Borrower shall be deemed, by its execution and
delivery of a Subsidiary Borrower Request, to have appointed Viacom to act as
agent on behalf of such Subsidiary Borrower for the purpose of (a) giving any
notices contemplated to be given by such Subsidiary Borrower
<PAGE>

                                                                              24


pursuant to this Agreement, including, without limitation, borrowing notices,
prepayment notices, continuation notices, and conversion notices and (b) paying
on behalf of such Subsidiary Borrower any Subsidiary Borrower Obligations owing
by such Subsidiary Borrower; provided, that each Subsidiary Borrower shall
retain the right, in its discretion, to directly give any or all of such notices
or make any or all of such payments.

            (g) The Administrative Agent shall promptly notify the Lenders upon
receipt of any Subsidiary Borrower Designation and Subsidiary Borrower Request.

            SECTION 2.15. Sharing of Setoffs.

            Except to the extent that this Agreement provides for payments to be
allocated to Loans, each Lender agrees that if it shall, through the exercise of
a right of banker's lien, setoff or counterclaim against any Borrower, or
pursuant to a secured claim under Section 506 of Title 11 of the United States
Code or other security or interest arising from, or in lieu of, such secured
claim, received by such Lender under any applicable bankruptcy, insolvency or
other similar law or otherwise, or by any other means (other than pursuant to
any provision of this Agreement), obtain payment (voluntary or involuntary) in
respect of any category of its Loans as a result of which the unpaid principal
portion of such Loans shall be proportionately less than the unpaid principal
portion of such Loans of any other Lender, it shall be deemed simultaneously to
have purchased from such other Lender at face value, and shall promptly pay to
such other Lender the purchase price for, a participation in such Loans of such
other Lender, so that the aggregate unpaid principal amount of such Loans and
participations in such Loans held by each Lender shall be in the same proportion
to the aggregate unpaid principal amount of all such Loans then outstanding as
the principal amount of such Loans of each Lender prior to such exercise of
banker's lien, setoff or counterclaim or other event was to the principal amount
of all such Loans outstanding prior to such exercise of banker's lien, setoff or
counterclaim or other event; provided, however, that, if any such purchase or
purchases or adjustments shall be made pursuant to this Section 2.15 and the
payment giving rise thereto shall thereafter be recovered, such purchase or
purchases or adjustments shall be rescinded to the extent of such recovery and
the purchase price or prices or adjustment restored without interest, unless the
Lender from which such payment is recovered is required to pay interest thereon,
in which case each Lender returning funds to such Lender shall pay its pro rata
share of such interest. Any Lender holding a participation in a Loan deemed to
have been so purchased may exercise any and all rights of banker's lien, setoff
or counterclaim with respect to any and all moneys owing by any Borrower to such
Lender by reason thereof as fully as if such Lender had made a Loan directly
such Borrower.

            SECTION 2.16. Payments.

            (a) Except as otherwise expressly provided herein, each Borrower
shall make each payment (including principal of or interest on any Loan or any
Fees or other amounts) hereunder without setoff or counterclaim and shall make
each such payment not later than 12:00 noon, New York City time, on the date
when due in Dollars to the Administrative Agent at its offices at The Chase
Manhattan Bank, 270 Park Avenue, New York, New York 10017, in immediately
available funds.

            (b) Whenever any payment (including principal of or interest on any
Loan or any Fees or other amounts) hereunder shall become due, or otherwise
would occur, on a day that is not a Business Day, such payment may be made on
the next succeeding Business Day, and such
<PAGE>

                                                                              25


extension of time shall in such case be included in the computation of interest
or Fees, if applicable.

            SECTION 2.17. Taxes.

            (a) Any and all payments by each Borrower hereunder shall be made,
in accordance with Section 2.16, free and clear of and without deduction for any
and all present or future taxes, levies, imposts, duties, charges, fees,
deductions, charges or withholdings, and all liabilities with respect thereto
imposed by or on behalf of any Governmental Authority, excluding net income
taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the
Administrative Agent or any Lender as a result of a present or former connection
between the Administrative Agent or such Lender and the jurisdiction of the
Governmental Authority imposing such tax or any political subdivision or taxing
authority thereof or therein (other than any such connection arising solely from
the Administrative Agent's or such Lender's having executed, delivered or
performed its obligations or received a payment under, or enforced, this
Agreement or any other Loan Document) (all such nonexcluded taxes, levies,
imposts, duties, charges, fees, deductions, charges, withholdings and
liabilities being hereinafter referred to as "Taxes"). If any Borrower shall be
required by law to deduct any Taxes or Other Taxes from or in respect of any sum
payable to any Agent or any Lender hereunder, (i) the sum payable shall be
increased by the amount necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
2.17) such Agent or such Lender shall receive an amount equal to the sum it
would have received had no such deductions been made, (ii) such Borrower shall
make such deductions and (iii) such Borrower shall pay the full amount deducted
to the relevant taxing authority or other Governmental Authority in accordance
with applicable law.

            (b) The relevant Borrower agrees to pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

            (c) The relevant Borrower will indemnify each Lender (or Transferee)
and the Administrative Agent for the full amount of Taxes and Other Taxes
(including any Taxes or Other Taxes imposed by the applicable jurisdiction on
amounts payable under this Section 2.17) paid by such Lender (or Transferee) or
the Administrative Agent, as the case may be, and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted by
the relevant taxing authority or other Governmental Authority. Such
indemnification shall be made within 30 days after the date such Lender (or
Transferee) or the Administrative Agent, as the case may be, makes written
demand therefor.

            (d) Whenever any Taxes or Other Taxes are payable by any Borrower,
within 30 days thereafter such Borrower shall send to the Administrative Agent
for its own account or for the account of the relevant Lender, as the case may
be, a certified copy of an official receipt received by such Borrower showing
payment thereof (or other evidence of such payment reasonably satisfactory to
the Administrative Agent).

            (e) Without prejudice to the survival of any other agreement
contained herein, the agreements and obligations contained in this Section 2.17
shall survive the payment in full of the principal of and interest on all Loans
made hereunder and of all other amounts payable hereunder.
<PAGE>

                                                                              26


            (f) Each Lender (or Transferee) that is not a "United States Person"
as defined in Section 7701(a)(30) of the Code (such Lender (or Transferee), a
"Non-U.S. Person") shall deliver to Viacom and the Administrative Agent (or, in
the case of a participant, to the Lender from which the related participation
shall have been purchased) two copies of either U.S. Internal Revenue Service
Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Person claiming
exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of
the Code with respect to payments of "portfolio interest", a Form W-8BEN, or any
subsequent versions thereof or successors thereto (and, if such Non-U.S. Person,
claiming an exemption with respect to payments of "portfolio interest", delivers
a Form W-8BEN, an annual certificate representing that such Non-U.S. Person is
not a "bank" for purposes of Section 881(c) of the Code, is not a 10-percent
shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of Viacom
and is not a controlled foreign corporation related to Viacom (within the
meaning of Section 864(d)(4) of the Code)), properly completed and duly executed
by such Non-U.S. Person claiming complete exemption from U.S. federal
withholding tax on all payments by any Borrower under this Agreement. Such forms
shall be delivered by each Non-U.S. Person promptly after it becomes a party to
this Agreement (or, in the case of any participant, promptly after the date such
participant purchases the related participation). In addition, each Non-U.S.
Person shall deliver such forms promptly upon the obsolescence or invalidity of
any form previously delivered by such Non-U.S. Person. Each Non-U.S. Person
shall promptly notify Viacom at any time it determines that it is no longer in a
position to provide any previously delivered certificate to Viacom (or any other
form of certification adopted by the U.S. taxing authorities for such purpose).
Unless Viacom and the Administrative Agent (or, in the case of a participant,
the Lender from which the related participation shall have been purchased) have
received forms or other documents satisfactory to them indicating that payments
hereunder are not subject to United States withholding tax, the relevant
Borrower or the Administrative Agent shall withhold taxes from such payments at
the applicable statutory rate in the case of payments of interest to or for any
Lender (or Transferee) that is a Non-U.S. Person. Notwithstanding any other
provision of this Section 2.17(f), a Non-U.S. Person shall not be required to
deliver any form pursuant to this Section 2.17(f) that such Non-U.S. Person is
not legally able to deliver by reason of the adoption of any law, rule or
regulation, or any change in any law, rule or regulation or in the
interpretation thereof, in each case occurring after the date such Non-U.S.
Person becomes a Lender (or Transferee).

            (g) A Lender that is entitled to an exemption from or reduction of
any non-U.S. withholding tax under the law of the jurisdiction in which a
Borrower is located, or under any treaty to which such jurisdiction is a party,
with respect to payments under this Agreement shall deliver to such Borrower
(with a copy to the Administrative Agent), at the time or times prescribed by
applicable law or reasonably requested by such Borrower, such properly completed
and executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate, provided that such
Lender is legally entitled to complete, execute and deliver such documentation
and in such Lender's reasonable judgment such completion, execution or
submission would not materially prejudice the legal position of such Lender.

            (h) No Borrower shall be required to pay any additional amounts to
any Agent or Lender pursuant to paragraph (a) above (i) if the obligation to pay
such additional amounts would not have arisen but for a failure by such Agent or
Lender to comply with the provisions of paragraph (f) or (g) above or (ii) in
the case of a Transferee, to the extent such additional amounts exceed the
additional amounts that would have been payable had no transfer or
<PAGE>

                                                                              27


assignment to such Transferee occurred; provided, however, that each Borrower
shall be required to pay those amounts to any Agent or Lender (or Transferee)
that it was required to pay hereunder prior to the failure of such Agent or
Lender (or Transferee) to comply with the provisions of such paragraph (f) or
(g).

            SECTION 2.18. Termination or Assignment of Commitments Under Certain
Circumstances.

            (a) Any Lender (or Transferee) claiming any additional amounts
payable pursuant to Section 2.12 or Section 2.17 shall use reasonable efforts
(consistent with legal and regulatory restrictions) to file any certificate or
document requested by any Borrower or to change the jurisdiction of its
applicable lending office if the making of such a filing or change would avoid
the need for or reduce the amount of any such additional amounts which may
thereafter accrue and would not, in the sole determination of such Lender (or
Transferee), be otherwise disadvantageous to such Lender (or Transferee).

            (b) In the event that (x) any Lender shall have delivered a notice
or certificate pursuant to Section 2.12, (y) any Borrower shall be required to
make additional payments to any Lender under Section 2.17, or (z) any Lender (a
"Non-Consenting Lender") shall withhold its consent to any amendment described
in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained
from Lenders having Total Facility Percentages aggregating at least 90%, Viacom
shall have the right, at its own expense, upon notice to such Lender (or
Lenders) and the Administrative Agent, (i) to terminate the Commitments of such
Lender (except in the case of clause (z) above) or (ii) to require such Lender
(or, in the case of clause (z) above, each Non-Consenting Lender) to transfer
and assign without recourse (in accordance with and subject to the restrictions
contained in Section 9.4) all its interests, rights and obligations under this
Agreement to one or more other financial institutions acceptable to Viacom
(unless an Event of Default has occurred and is continuing) and the
Administrative Agent, which approval in each case shall not be unreasonably
withheld, which shall assume such obligations; provided, that (w) in the case of
any replacement of Non-Consenting Lenders, each assignee shall have consented to
the relevant amendment, (x) no such termination or assignment shall conflict
with any law, rule or regulation or order of any Governmental Authority, (y) the
Borrowers or the assignee (or assignees), as the case may be, shall pay to each
affected Lender in immediately available funds on the date of such termination
or assignment the principal of and interest accrued to the date of payment on
the Loans made by it hereunder and all other amounts accrued for its account or
owed to it hereunder and (z) Viacom may not terminate Commitments representing
more than 10% of the original aggregate Commitments pursuant to this paragraph
(b).

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

            Viacom hereby represents and warrants, and each Subsidiary Borrower
by its execution and delivery of a Subsidiary Borrower Request represents and
warrants (to the extent specifically applicable to such Subsidiary Borrower), to
each of the Lenders that:
<PAGE>

                                                                              28


            SECTION 3.1. Corporate Existence.

            Each of Viacom and each Material Subsidiary: (a) is a corporation,
partnership or other entity duly organized and validly existing under the laws
of the jurisdiction of its organization; (b) has all requisite corporate or
other power, and has all material governmental licenses, authorizations,
consents and approvals, necessary to own its assets and carry on its business as
now being or as proposed to be conducted, except where the failure to have any
of the foregoing would not result in a Material Adverse Effect; and (c) is
qualified to do business in all jurisdictions in which the nature of the
business conducted by it makes such qualification necessary and where failure so
to qualify would result in a Material Adverse Effect.

            SECTION 3.2. Financial Condition.

            The consolidated balance sheet of Viacom and its Consolidated
Subsidiaries as at December 31, 1999, and the related consolidated statements of
income and cash flows of Viacom and its Consolidated Subsidiaries for the fiscal
year ended on such date, with the opinion thereon of PricewaterhouseCoopers LLC,
heretofore furnished to each of the Lenders, fairly present the consolidated
financial condition of Viacom and its Consolidated Subsidiaries as at such date
and the consolidated results of their operations for the fiscal year ended on
such date in accordance with GAAP. Neither Viacom nor any of its Material
Subsidiaries had on such date any known material contingent liability, except as
referred to or reflected or provided for in the Exchange Act Report or in such
balance sheets (or the notes thereto) as at such date.

            SECTION 3.3. Litigation.

            Except as disclosed to the Lenders in the Exchange Act Report filed
prior to the Closing Date or otherwise disclosed in writing to the Lenders prior
to the Closing Date, there are no legal or arbitral proceedings, or any
proceedings by or before any Governmental Authority, pending or (to the
knowledge of Viacom) threatened against Viacom or any of its Material
Subsidiaries which have resulted in a Material Adverse Effect (it being agreed
that any legal or arbitral proceedings which have been disclosed in the Exchange
Act Report, whether threatened, pending, resulting in a judgment or otherwise,
prior to the time a final judgment for the payment of money shall have been
recorded against Viacom or any Material Subsidiary by any Governmental Authority
having jurisdiction, and the judgment is non-appealable (or the time for appeal
has expired) and all stays of execution have expired or been lifted shall not,
in and of itself, be deemed to result in a Material Adverse Effect). The
"Exchange Act Report" shall mean, collectively, (i) the Annual Report of Viacom
on Form 10-K for the year ended December 31, 1999 and Quarterly Reports on Form
10-Q and Reports on Form 8-K of Viacom filed subsequent to December 31, 1999,
but on or before February 20, 2001, (ii) the Annual Report of CBS Corporation on
Form 10-K for the year ended December 31, 1999 and Quarterly Reports on Form
10-Q and Reports on Form 8-K of Viacom filed subsequent to December 31, 1999,
but on or before February 20, 2001, and (iii) Reports on Form S-4 filed on
October 7, 1999 and November 22, 2000, in each case, as amended or supplemented
on or before February 20, 2001.

            SECTION 3.4. No Breach, etc.

            None of the execution and delivery of this Agreement, the
consummation of the transactions herein contemplated and compliance with the
terms and provisions hereof will conflict with or result in a breach of, or
require any consent under, the charter or By-laws (or other equivalent
organizational documents) of any Borrower, or any applicable law or regulation,
<PAGE>

                                                                              29


or any order, writ, injunction or decree of any Governmental Authority, or any
material agreement or instrument to which Viacom or any of its Material
Subsidiaries is a party or by which any of them is bound or to which any of them
is subject, or constitute a default under any such agreement or instrument, or
result in the creation or imposition of any Lien upon any of the revenues or
assets of Viacom or any of its Material Subsidiaries pursuant to the terms of
any such agreement or instrument. Neither Viacom nor any of its Material
Subsidiaries is in default under or with respect to any of its material
contractual obligations in any respect which would have a Material Adverse
Effect.

            SECTION 3.5. Corporate Action.

            Each Borrower has all necessary corporate power and authority to
execute, deliver and perform its obligations under this Agreement; the execution
and delivery by each Borrower of this Agreement (or, in the case of each
Subsidiary Borrower, the relevant Subsidiary Borrower Request), and the
performance by each Borrower of this Agreement, have been duly authorized by all
necessary corporate action on such Borrower's part; this Agreement (or, in the
case of each Subsidiary Borrower, the relevant Subsidiary Borrower Request) has
been duly and validly executed and delivered by each Borrower; and this
Agreement constitutes a legal, valid and binding obligation of each Borrower,
enforceable in accordance with its terms except as such enforceability may be
limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or similar laws of general applicability affecting the enforcement of
creditors' rights and (b) the application of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

            SECTION 3.6. Approvals.

            No authorizations, approvals or consents of, and no filings or
registrations with, any Governmental Authority are necessary for the execution,
delivery or performance by each Borrower of this Agreement or for the validity
or enforceability hereof.

            SECTION 3.7. ERISA.

            Viacom and, to the best of its knowledge, its ERISA Affiliates have
fulfilled their respective obligations under the minimum funding standards of
ERISA and the Code with respect to each Plan and are in compliance in all
material respects with the currently applicable provisions of ERISA and the Code
except where any failure or non-compliance would not result in a Material
Adverse Effect.

            SECTION 3.8. Taxes.

            As of the Closing Date, United States Federal income tax returns of
or including Viacom have been, to the knowledge of Viacom, examined and closed
through the fiscal year of Viacom ended December 31, 1994. Viacom and its
Material Subsidiaries, to the knowledge of Viacom, have filed all United States
Federal income tax returns and all other material tax returns which are required
to be filed by or in respect of them and have paid or caused to be paid all
taxes shown as due on such returns or pursuant to any assessment received by
Viacom or any of its Material Subsidiaries, except those being contested and
reserved against in accordance with Section 5.2.
<PAGE>

                                                                              30


            SECTION 3.9. Investment Company Act.

            No Borrower is an "investment company", or a company "controlled" by
an "investment company", subject to regulation under the Investment Company Act
of 1940, as amended.

            SECTION 3.10. Environmental.

            Except as in the aggregate would not have a Material Adverse Effect,
neither Viacom nor any of its Subsidiaries has received any notice of violation,
alleged violation, non-compliance or liability regarding environmental matters
or compliance with Environmental Laws with regard to any of its or its
Subsidiaries' Properties or business, nor does Viacom have any knowledge that
any notice will be received or is being threatened.

            SECTION 3.11. Material Subsidiaries.

            The list of Material Subsidiaries set forth in the most recently
issued Form 10-K of Viacom is complete and correct in all material respects as
of the date of the issuance of such Form 10-K.

                                   ARTICLE IV

                     CONDITIONS OF EFFECTIVENESS AND LENDING

            SECTION 4.1. Effectiveness.

            The effectiveness of this Agreement is subject to the satisfaction
of the following conditions:

            (a) Credit Agreement. The Administrative Agent shall have received
this Agreement, executed and delivered by a duly authorized officer of Viacom
and Viacom International.

            (b) Five-Year Credit Agreement. All conditions to effectiveness set
forth in Section 4.1 of the Five-Year Credit Agreement shall have been
satisfied.

            (c) Closing Certificate. The Administrative Agent shall have
received a Closing Certificate, substantially in the form of Exhibit E, of
Viacom and Viacom International, with appropriate insertions and attachments.

            (d) Termination of Existing Credit Agreements. The Existing Credit
Agreements shall have been paid in full and all obligations thereunder shall
have been terminated.

            (e) Opinion of Counsel. The Administrative Agent shall have received
an opinion of the general counsel of Viacom and Viacom International in form and
substance satisfactory to the Administrative Agent and customary for
transactions of this type.
<PAGE>

                                                                              31


            SECTION 4.2. Initial Loans to Subsidiary Borrowers.

            The obligation of each Lender to make its initial Loan to a
particular Subsidiary Borrower, if designated as such after the Closing Date, is
subject to the satisfaction of the conditions that (a) Viacom shall have
delivered to the Administrative Agent a Subsidiary Borrower Designation for such
Subsidiary Borrower and (b) such Subsidiary Borrower shall have furnished to the
Administrative Agent (i) a Subsidiary Borrower Request, (ii) a Closing
Certificate of such Subsidiary Borrower, with appropriate insertions and
attachments and (iii) one or more executed legal opinions with respect to such
Subsidiary Borrower, in form and substance reasonably satisfactory to the
Administrative Agent. Viacom may from time to time deliver a subsequent
Subsidiary Borrower Designation with respect to any Subsidiary Borrower,
countersigned by such Subsidiary Borrower, for the purpose of terminating such
Subsidiary Borrower's designation as such, so long as, on the effective date of
such termination, all Subsidiary Borrower Obligations in respect of such
Subsidiary Borrower shall have been paid in full. In addition, if on any date a
Subsidiary Borrower shall cease to be a Subsidiary, all Subsidiary Borrower
Obligations in respect of such Subsidiary Borrower shall automatically become
due and payable on such date and no further Loans may be borrowed by such
Subsidiary Borrower hereunder.

            SECTION 4.3. All Credit Events.

            The obligation of each Lender to make each Loan are subject to the
satisfaction of the following conditions:

            (a) The Administrative Agent shall have received a request for, or
notice of, such Credit Event if and as required by Section 2.3;

            (b) Each of the representations and warranties made by Viacom and,
in the case of a borrowing by a Subsidiary Borrower, by such Subsidiary
Borrower, in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall be true and correct in
all material respects on and as of the date of such Credit Event with the same
effect as though made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date in which case
such representations and warranties shall be true and correct in all material
respects as of such earlier date;

            (c) At the time of and immediately after giving effect to such
Credit Event no Default or Event of Default shall have occurred and be
continuing; and

            (d) After giving effect to such Credit Event, (i) the Outstanding
Extensions of Credit of each Lender shall not exceed such Lender's Commitment
then in effect and (ii) the Total Facility Exposure shall not exceed the Total
Commitment then in effect.

Each Credit Event shall be deemed to constitute a representation and warranty by
Viacom on the date of such Credit Event as to the matters specified in
paragraphs (b) and (c) of this Section 4.3.
<PAGE>

                                                                              32


                                    ARTICLE V

                                    COVENANTS

            Viacom covenants and agrees with each Lender that, as long as the
Commitments shall be in effect or the principal of or interest on any Loan shall
be unpaid, unless the Required Lenders shall otherwise consent in writing:

            SECTION 5.1. Financial Statements.

            Viacom shall deliver to each of the Lenders:

            (a) within 60 days after the end of each of the first three
quarterly fiscal periods of each fiscal year of Viacom, consolidated statements
of income and cash flows of Viacom and its Consolidated Subsidiaries for such
period and for the period from the beginning of the respective fiscal year to
the end of such period, and the related consolidated balance sheet as at the end
of such period, setting forth in each case in comparative form the corresponding
consolidated figures for the corresponding period in the preceding fiscal year,
accompanied by a certificate of a Financial Officer of Viacom which certificate
shall state that such financial statements fairly present the consolidated
financial condition and results of operations of Viacom and its Consolidated
Subsidiaries in accordance with GAAP as at the end of, and for, such period,
subject to normal year-end audit adjustments; provided, that the requirement
herein for the furnishing of such quarterly financial statements may be
fulfilled by providing to the Lenders the report of Viacom to the SEC on Form
10-Q for the applicable quarterly period, accompanied by the officer's
certificate described in the last sentence of this Section 5.1;

            (b) within 120 days after the end of each fiscal year of Viacom,
consolidated statements of income and cash flows of Viacom and its Consolidated
Subsidiaries for such year and the related consolidated balance sheet as at the
end of such year, setting forth in comparative form the corresponding
consolidated figures for the preceding fiscal year, and accompanied by an
opinion thereon (unqualified as to the scope of the audit) of independent
certified public accountants of recognized national standing, which opinion
shall state that such consolidated financial statements fairly present the
consolidated financial condition and results of operations of Viacom and its
Consolidated Subsidiaries as at the end of, and for, such fiscal year; provided,
that the requirement herein for the furnishing of annual financial statements
may be fulfilled by providing to the Lenders the report of Viacom to the SEC on
Form 10-K for the applicable fiscal year;

            (c) promptly upon their becoming publicly available, copies of all
registration statements and regular periodic reports (including without
limitation any and all reports on Form 8-K), if any, which Viacom or any of its
Subsidiaries shall have filed with the SEC or any national securities exchange;

            (d) promptly upon the mailing thereof to the shareholders of Viacom
generally, copies of all financial statements, reports and proxy statements so
mailed;

            (e) within 30 days after a Responsible Officer of Viacom knows or
has reason to believe that any of the events or conditions specified below with
respect to any Plan or Multiemployer Plan have occurred or exist which would
reasonably be expected to result in a
<PAGE>

                                                                              33


Material Adverse Effect, a statement signed by a senior financial officer of
Viacom setting forth details respecting such event or condition and the action,
if any, which Viacom or its ERISA Affiliate proposes to take with respect
thereto (and a copy of any report or notice required to be filed with or given
to PBGC by Viacom or an ERISA Affiliate with respect to such event or
condition):

            (i) any reportable event, as defined in Section 4043(b) of ERISA and
      the regulations issued thereunder, with respect to a Plan, as to which
      PBGC has not by regulation waived the requirement of Section 4043(a) of
      ERISA that it be notified within 30 days of the occurrence of such event;
      provided, that a failure to meet the minimum funding standard of Section
      412 of the Code or Section 302 of ERISA shall be a reportable event
      regardless of the issuance of any waiver in accordance with Section 412(d)
      of the Code;

            (ii) the filing under Section 4041 of ERISA of a notice of intent to
      terminate any Plan or the termination of any Plan;

            (iii) the institution by PBGC of proceedings under Section 4042 of
      ERISA for the termination of, or the appointment of a trustee to
      administer, any Plan, or the receipt by Viacom or any ERISA Affiliate of a
      notice from a Multiemployer Plan that such action has been taken by PBGC
      with respect to such Multiemployer Plan;

            (iv) the complete or partial withdrawal by Viacom or any ERISA
      Affiliate under Section 4201 or 4204 of ERISA from a Multiemployer Plan,
      or the receipt by Viacom or any ERISA Affiliate of notice from a
      Multiemployer Plan that it is in reorganization or insolvency pursuant to
      Section 4241 or 4245 of ERISA or that it intends to terminate or has
      terminated under Section 4041A of ERISA;

            (v) the institution of a proceeding by a fiduciary of any
      Multiemployer Plan against Viacom or any ERISA Affiliate to enforce
      Section 515 of ERISA, which proceeding is not dismissed within 30 days;
      and

            (vi) a failure to make a required installment or other payment with
      respect to a Plan (within the meaning of Section 412(n) of the Code), in
      which case the notice required hereunder shall be provided within 10 days
      after the due date for filing notice of such failure with the PBGC;

            (f) promptly after a Responsible Officer of Viacom knows or has
reason to believe that any Default or Event of Default has occurred, a notice of
such Default or Event of Default describing it in reasonable detail and,
together with such notice or as soon thereafter as possible, a description of
the action that Viacom has taken and proposes to take with respect thereto;

            (g) promptly after a Responsible Officer of Viacom knows that any
change has occurred in Viacom's Debt Rating by either Rating Agency, a notice
describing such change; and

            (h) promptly from time to time such other information regarding the
financial condition, operations or business of Viacom or any of its Subsidiaries
(including, without
<PAGE>

                                                                              34


limitation, any Plan or Multiemployer Plan and any reports or other information
required to be filed under ERISA) as any Lender through the Administrative Agent
may reasonably request.

Viacom will furnish to the Administrative Agent and each Lender, at the time it
furnishes each set of financial statements pursuant to paragraph (a) or (b)
above, a certificate (which may be a copy in the case of each Lender) of a
Financial Officer of Viacom (a "Compliance Certificate") (i) to the effect that
no Default or Event of Default has occurred and is continuing (or, if any
Default or Event of Default has occurred and is continuing, describing it in
reasonable detail and describing the action that Viacom has taken and proposes
to take with respect thereto), and (ii) setting forth in reasonable detail the
computations (including any pro forma calculations as described in Section
1.2(c)) necessary to determine whether Viacom is in compliance with the
Financial Covenant as of the end of the respective quarterly fiscal period or
fiscal year. Each Lender hereby agrees that Viacom may, in its discretion,
provide any notice, report or other information to be provided pursuant to this
Section 5.1 to such Lender by (i) electronic mail to the electronic mail address
provided by such Lender and/or (ii) through access to a web site, including,
without limitation, www.sec.gov.

            SECTION 5.2. Corporate Existence, Etc.

            Viacom will, and will cause each of its Material Subsidiaries to,
preserve and maintain its legal existence and all of its material rights,
privileges and franchises (provided that (a) nothing in this Section 5.2 shall
prohibit any transaction expressly permitted under Section 5.4, (b) the
corporate existence of any Subsidiary (other than a Subsidiary Borrower or
Viacom International) may be terminated if, in the good faith judgment of the
board of directors or the chief financial officer of Viacom, such termination is
in the best interests of Viacom and such termination would not have a Material
Adverse Effect), and (c)Viacom or such Material Subsidiary shall not be required
to preserve or maintain any such right, privilege or franchise if the Board of
Directors of Viacom or such Material Subsidiary, as the case may be, shall
determine that the preservation or maintenance thereof is no longer desirable in
the conduct of the business of Viacom or such Material Subsidiary, as the case
may be); comply with the requirements of all applicable laws, rules, regulations
and orders of Governmental Authorities (including, without limitation, all
Environmental Laws) and with all contractual obligations if failure to comply
with such requirements or obligations would reasonably be expected to result in
a Material Adverse Effect; pay and discharge all material taxes, assessments,
governmental charges, levies or other obligations of whatever nature imposed on
it or on its income or profits or on any of its Property prior to the date on
which penalties attach thereto, except for any such tax, assessment, charge,
levy or other obligation the payment of which is being contested in good faith
and by proper proceedings and against which adequate reserves are being
maintained; maintain all its Property used or useful in its business in good
working order and condition, ordinary wear and tear excepted, all as in the
judgment of Viacom or such Material Subsidiary may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times (provided that Viacom or such Material Subsidiary shall
not be required to maintain any such Property if the failure to maintain any
such Property is, in the judgment of Viacom or such Material Subsidiary,
desirable in the conduct of the business of Viacom or such Material Subsidiary);
keep proper books of records and accounts in which entries that are full, true
and correct in all material respects shall be made in conformity with GAAP; and
permit representatives of any Lender, during normal business hours upon
reasonable advance notice, to inspect any of its books and records and to
discuss its business and affairs with its Financial Officers or their designees,
all to the extent reasonably requested by such Lender.
<PAGE>

                                                                              35


            SECTION 5.3. Insurance.

            Viacom will, and will cause each of its Material Subsidiaries to,
keep insured by financially sound and reputable insurers all Property of a
character usually insured by corporations engaged in the same or similar
business and similarly situated against loss or damage of the kinds and in the
amounts consistent with prudent business practice and carry such other insurance
as is consistent with prudent business practice (it being understood that
self-insurance shall be permitted to the extent consistent with prudent business
practice).

            SECTION 5.4. Prohibition of Fundamental Changes.

            Viacom will not, and will not permit any of its Material
Subsidiaries to (i) enter into any transaction of merger, consolidation,
liquidation or dissolution or (ii) Dispose of, in one transaction or a series of
related transactions, all or a substantial part of the consolidated assets of
Viacom and its Subsidiaries taken as a whole, whether now owned or hereafter
acquired (excluding (x) financings by way of sales of receivables or inventory,
(y) inventory or other Property Disposed of in the ordinary course of business
and (z) obsolete or worn-out Property, tools or equipments no longer used or
useful in its business). Notwithstanding the foregoing provisions of this
Section 5.4:

            (a) Viacom may consummate the Blockbuster Event;

            (b) any Subsidiary of Viacom may be merged or consolidated with or
into: (i) Viacom if Viacom shall be the continuing or surviving corporation or
(ii) any other such Subsidiary; provided, that (x) if any such transaction shall
be between a Subsidiary and a Wholly Owned Subsidiary, such Wholly Owned
Subsidiary shall be the continuing or surviving corporation and (y) if any such
transaction shall be between a Subsidiary and a Subsidiary Borrower, the
continuing or surviving corporation shall be a Subsidiary Borrower;

            (c) any Subsidiary of Viacom may distribute, dividend or Dispose of
any of or all its Property (upon voluntary liquidation or otherwise) to Viacom
or a Wholly Owned Subsidiary of Viacom;

            (d) Viacom may merge or consolidate with or into any other Person
(including, without limitation, Viacom International) if (i) either (x) Viacom
is the continuing or surviving corporation or (y) the corporation formed by such
consolidation or into which Viacom is merged shall be a corporation organized
under the laws of the United States of America, any State thereof or the
District of Columbia and shall expressly assume the obligations of Viacom
hereunder pursuant to a written agreement and shall have delivered to the
Administrative Agent such agreement and a certificate of a Responsible Officer
and an opinion of counsel to the effect that such merger or consolidation
complies with this Section 5.4(c), and (ii) after giving effect thereto and to
any repayment of Loans to be made upon consummation thereof (it being expressly
understood that no repayment of Loans is required solely by virtue thereof), no
Default or Event of Default shall have occurred and be continuing;

            (e) any Subsidiary of Viacom may merge or consolidate with or into
any other Person if, after giving effect thereto and to any repayment of Loans
to be made upon the consummation thereof (it being expressly understood that,
except as otherwise expressly provided in Section 4.2 with respect to Subsidiary
Borrowers, no repayment of Loans is required
<PAGE>

                                                                              36


solely by virtue thereof), no Default or Event of Default shall have occurred
and be continuing; and

            (f) Viacom or any Subsidiary of Viacom may Dispose of its Property
if, after giving effect thereto and to any repayment of Loans to be made upon
the consummation thereof (it being expressly understood that, except as
otherwise expressly provided in Section 4.2 with respect to Subsidiary
Borrowers, no repayment of Loans is required solely by virtue thereof), no
Default or Event of Default shall have occurred and be continuing.

            SECTION 5.5. Limitation on Liens

            Viacom shall not, directly or indirectly, create or suffer to exist,
or permit any of its Subsidiaries to create or suffer to exist, any Lien upon or
with respect to any of its Properties, whether now owned or hereafter acquired,
or assign, or permit any of its Subsidiaries to assign, any right to receive
income, in each case to secure or provide for the payment of any Indebtedness of
any Person, except:

            (a) Purchase money Liens or purchase money security interests upon
or in any Property acquired or held by Viacom or any Subsidiary of Viacom in the
ordinary course of business to secure the purchase price of such Property or to
secure Indebtedness incurred solely for the purpose of financing the acquisition
of such Property;

            (b) Liens existing on Property at the time of its acquisition (other
than any such Lien created in contemplation of such acquisition);

            (c) Liens on Property of Persons which become or became Subsidiaries
securing Indebtedness existing, with respect to any such Person, on the date
such Person becomes or became a Subsidiary (other than any such Lien created in
contemplation of such Person becoming a Subsidiary);

            (d) Liens securing Indebtedness incurred by Viacom or any Subsidiary
of Viacom; provided, however, that the aggregate principal amount of
Indebtedness referred to in this clause (d) secured by Liens shall not exceed
$30,000,000 at any time outstanding; and

            (e) any Lien securing the renewal, extension or refunding of any
Indebtedness secured by any Lien permitted by clause (a), (b), (c) or (d) above
that does not extend to Indebtedness other than that which is being renewed,
extended or refunded.

            SECTION 5.6. Limitation on Subsidiary Indebtedness.

            Viacom will not permit any of its Subsidiaries to create, incur,
assume or suffer to exist any Indebtedness (which includes, for the purposes of
this Section 5.6, any preferred stock), except:

            (a) Indebtedness of any Person which is acquired by Viacom or any of
its Subsidiaries after the Closing Date, which Indebtedness was outstanding
prior to the date of acquisition of such Person and was not created in
anticipation thereof;

            (b) any Indebtedness owing by Viacom or any of its Subsidiaries to
Viacom or any of its Subsidiaries (including any intercompany Indebtedness
created by the declaration of a note payable dividend by any Subsidiary to
Viacom or any of its other Subsidiaries);
<PAGE>

                                                                              37


            (c) Indebtedness (including backed-up commercial paper) of any
Subsidiary Borrower or Viacom International under this Agreement;

            (d) Indebtedness (including backed-up commercial paper) existing at
any time under the Five-Year Credit Agreement or under the Existing Infinity
Credit Agreement;

            (e) Indebtedness outstanding on the Closing Date, with such
Indebtedness outstanding as of September 30, 2000 being set forth on Schedule
5.6;

            (f) any replacement, renewal, refinancing or extension of any
Indebtedness permitted by Section 5.6(a) through (d) or set forth on Schedule
5.6 that does not exceed the aggregate principal amount (plus associated fees
and expenses) of the Indebtedness being replaced, renewed, refinanced or
extended (except that accrued and unpaid interest may be part of any
refinancing); and

            (g) Indebtedness incurred after the Closing Date; provided, that
after giving effect thereto the aggregate principal amount of Indebtedness
incurred pursuant to this paragraph (g) that is outstanding on such date (it
being understood that, for the purposes of this paragraph (g), the term
"Indebtedness" does not include Indebtedness excepted by any of clauses (a)
through (f) inclusive) does not exceed the greater of (i) an aggregate principal
amount in excess of 5% of Consolidated Tangible Assets (measured by reference to
the then latest financial statements delivered pursuant to Section 5.1(a) or
(b), as applicable) and (ii) $800,000,000 at any time.

            SECTION 5.7. Consolidated Coverage Ratio.

            Viacom will not permit the Consolidated Coverage Ratio for any
period of four consecutive fiscal quarters to be less than 3.00 to 1.00.

            SECTION 5.8. Use of Proceeds.

            On and after the Closing Date, each Borrower will use the proceeds
of the Loans solely for general corporate purposes, including, without
limitation, acquisitions and commercial paper backup (in each case in compliance
with all applicable legal and regulatory requirements, including, without
limitation, Regulation U and the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and the regulations thereunder);
provided, that neither any Agent nor any Lender shall have any responsibility as
to the use of any of such proceeds.

            SECTION 5.9. Transactions with Affiliates.

            Excepting transactions directly or indirectly entered into pursuant
to any agreement entered into prior to the Closing Date, or transactions
contemplated by any agreement directly or indirectly entered into prior to the
Closing Date, Viacom will not, and will not permit any of its Material
Subsidiaries to, directly or indirectly enter into any material transaction with
any Affiliate of Viacom except on terms at least as favorable to Viacom or such
Subsidiary as it could obtain on an arm's-length basis.
<PAGE>

                                                                              38


                                   ARTICLE VI

                               EVENTS OF DEFAULT.

            In case of the happening of any of the following events ("Events of
Default"):

            (a) (i) any Borrower shall default in the payment when due of any
principal of any Loan or (ii) any Borrower shall default in the payment when due
of any interest on any Loan, any Fee or any other amount payable by it hereunder
and, in the case of this clause (ii), such default shall continue unremedied for
a period of five Business Days;

            (b) any representation, warranty or certification made or deemed
made herein (or in any modification or supplement hereto) by any Borrower, or
any certificate furnished to any Lender or the Administrative Agent pursuant to
the provisions hereof, shall prove to have been false or misleading in any
material respect as of the time made, deemed made or furnished;

            (c) (i) Viacom shall default in the performance of any of its
obligations under Sections 5.7 or 5.8, (ii) Viacom shall default in the
performance of any of its obligations under Section 5.4 and, in the case of this
clause (ii), such default shall continue unremedied for a period of 5 days after
notice thereof to Viacom by the Administrative Agent or the Required Lenders
(through the Administrative Agent) or (iii) Viacom shall default in the
performance of any of its other obligations under this Agreement and, in the
case of this clause (iii), such default shall continue unremedied for a period
of 15 days after notice thereof to Viacom by the Administrative Agent or the
Required Lenders (through the Administrative Agent);

            (d) Viacom or any of its Subsidiaries shall (i) fail to pay at final
maturity any Indebtedness in an aggregate amount in excess of $250,000,000, or
(ii) fail to make any payment (whether of principal, interest or otherwise),
regardless of amount, due in respect of, or fail to observe or perform any other
term, covenant, condition or agreement contained in any agreement or instrument
evidencing or governing, any such Indebtedness, in excess of $250,000,000 if the
effect of any failure referred to in this clause (ii) has caused such
Indebtedness to become due prior to its stated maturity (it being agreed that
for purposes of this paragraph (d) only, the term "Indebtedness" shall include
obligations under any interest rate protection agreement, foreign currency
exchange agreement or other interest or exchange rate hedging agreement and that
the amount of any Person's obligations under any such agreement shall be the net
amount that such Person could be required to pay as a result of a termination
thereof by reason of a default thereunder);

            (e) Viacom or any of its Material Subsidiaries shall admit in
writing its inability, or be generally unable, to pay its debts as such debts
become due;

            (f) Viacom or any of its Material Subsidiaries shall (i) apply for
or consent to the appointment of, or the taking of possession by, a receiver,
trustee or liquidator of itself or of all or a substantial part of its Property,
(ii) make a general assignment for the benefit of its creditors, (iii) commence
a voluntary case under the Bankruptcy Code (as now or hereafter in effect), (iv)
file a petition seeking to take advantage of any other law relating to
bankruptcy, insolvency, reorganization, winding-up, or composition or
readjustment of debts, (v) fail to controvert in a timely and appropriate
manner, or acquiesce in writing to, any petition filed against it in an
<PAGE>

                                                                              39


involuntary case under the Bankruptcy Code, or (vi) take any corporate action
for the purpose of effecting any of the foregoing;

            (g) a proceeding or a case shall be commenced, without the
application or consent of Viacom or any of its Material Subsidiaries, in any
court of competent jurisdiction, seeking (i) its liquidation, reorganization,
dissolution or winding-up, or the composition or readjustment of its debts, (ii)
the appointment of a trustee, receiver, custodian, liquidator or the like of
Viacom or such Material Subsidiary or of all or any substantial part of its
assets or (iii) similar relief in respect of Viacom or such Material Subsidiary
under any law relating to bankruptcy, insolvency, reorganization, winding-up, or
composition or adjustment of debts, and such proceeding or case shall continue
undismissed, or an order, judgment or decree approving or ordering any of the
foregoing shall be entered and continue unstayed and in effect, for a period of
60 or more days; or an order for relief against Viacom or such Material
Subsidiary shall be entered in an involuntary case under the Bankruptcy Code;

            (h) a final judgment or judgments for the payment of money in excess
of $250,000,000 in the aggregate shall be rendered by one or more courts,
administrative tribunals or other bodies having jurisdiction against Viacom
and/or any of its Material Subsidiaries and the same shall not be paid or
discharged (or provision shall not be made for such discharge), or a stay of
execution thereof shall not be procured, within 60 days from the date of the
date of entry thereof and Viacom or the relevant Material Subsidiary shall not,
within said period of 60 days, or such longer period during which execution of
the same shall have been stayed, appeal therefrom and cause the execution
thereof to be stayed during such appeal;

            (i) an event or condition specified in Section 5.1(e) shall occur or
exist with respect to any Plan or Multiemployer Plan and, as a result of such
event or condition, together with all other such events or conditions, Viacom or
any ERISA Affiliate shall incur or shall be reasonably likely to incur a
liability to a Plan, a Multiemployer Plan or PBGC (or any combination of the
foregoing) which would constitute a Material Adverse Effect; or

            (j) The guarantee (i) by Viacom contained in Section 8.1 shall
cease, for any reason, to be in full force and effect or Viacom shall so assert
or (ii) by Viacom International contained in Section 8.2 shall cease, for any
reason except pursuant to Section 8.2(g), to be in full force and effect or
Viacom International shall so assert;

then and in every such event (other than an event with respect to Viacom
described in paragraph (f) or (g) above), and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of
the Required Lenders shall, by notice to Viacom, take any or all of the
following actions, at the same or different times: (I) terminate forthwith the
Commitments and (II) declare the Loans then outstanding to be forthwith due and
payable in whole or in part, whereupon the principal of the Loans so declared to
be due and payable, together with accrued interest thereon and any unpaid
accrued Fees and all other liabilities of each Borrower accrued hereunder, shall
become forthwith due and payable, without presentment, demand, protest or any
other notice of any kind, all of which are hereby expressly waived by each
Borrower, anything contained herein to the contrary notwithstanding; and in any
event with respect to any Borrower described in paragraph (f) or (g) above, (A)
if such Borrower is Viacom, the Commitments shall automatically terminate and
the principal of the Loans then outstanding, together with accrued interest
thereon and any unpaid accrued Fees and all other liabilities of each Borrower
accrued hereunder, shall automatically become due and payable and (B) if such
Borrower is a Subsidiary Borrower, the principal of the Loans made to such
<PAGE>

                                                                              40


Subsidiary Borrower then outstanding, together with accrued interest thereon and
all other liabilities of such Subsidiary Borrower accrued hereunder, shall
automatically become due and payable, in each case without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived by each Borrower, anything contained herein to the contrary
notwithstanding.

                                  ARTICLE VII

                                   THE AGENTS

            In order to expedite the transactions contemplated by this
Agreement, each Agent is hereby appointed to act as Agent on behalf of the
Lenders. Each of the Lenders hereby irrevocably authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are
specifically delegated to the Administrative Agent by the terms and provisions
hereof, together with such actions and powers as are reasonably incidental
thereto. The Administrative Agent is hereby expressly authorized by the Lenders,
without hereby limiting any implied authority, (a) to receive on behalf of the
Lenders all payments of principal of and interest on the Loans and all other
amounts due to the Lenders hereunder, and promptly to distribute to each Lender
its proper share of each payment so received; (b) to give notice on behalf of
each of the Lenders to the Borrowers of any Event of Default specified in this
Agreement of which the Administrative Agent has actual knowledge acquired in
connection with its agency hereunder; and (c) to distribute to each Lender
copies of all notices, financial statements and other materials delivered by any
Borrower pursuant to this Agreement as received by the Administrative Agent.

            Neither any Agent nor any of its directors, officers, employees or
agents shall be liable as such for any action taken or omitted by any of them
except for its or his own gross negligence or willful misconduct, or be
responsible for any statement, warranty or representation herein or the contents
of any document delivered in connection herewith, or be required to ascertain or
to make any inquiry concerning the performance or observance by any Borrower of
any of the terms, conditions, covenants or agreements contained in this
Agreement. The Agents shall not be responsible to the Lenders for the due
execution, genuineness, validity, enforceability or effectiveness of this
Agreement or other instruments or agreements. The Administrative Agent shall in
all cases be fully protected in acting, or refraining from acting, in accordance
with written instructions signed by the Required Lenders (or, when expressly
required hereby, all the Lenders) and, except as otherwise specifically provided
herein, such instructions and any action or inaction pursuant thereto shall be
binding on all the Lenders. The Administrative Agent shall, in the absence of
knowledge to the contrary, be entitled to rely on any instrument or document
believed by it in good faith to be genuine and correct and to have been signed
or sent by the proper Person or Persons. Neither the Agents nor any of their
directors, officers, employees or agents shall have any responsibility to any
Borrower on account of the failure of or delay in performance or breach by any
Lender of any of its obligations hereunder or to any Lender on account of the
failure of or delay in performance or breach by any other Agent, any other
Lender or any Borrower of any of their respective obligations hereunder or in
connection herewith. The Administrative Agent may execute any and all duties
hereunder by or through agents or employees and shall be entitled to rely upon
the advice of legal counsel selected by it with respect to all matters arising
hereunder and shall not be liable for any action taken or suffered in good faith
by it in accordance with the advice of such counsel.
<PAGE>

                                                                              41


            The Lenders hereby acknowledge that the Administrative Agent shall
be under no duty to take any discretionary action permitted to be taken by it
pursuant to the provisions of this Agreement unless it shall be requested in
writing to do so by the Required Lenders.

            Subject to the appointment and acceptance of a successor
Administrative Agent as provided below, the Administrative Agent may resign at
any time by notifying the Lenders and the Borrowers. Upon any such resignation,
the Required Lenders shall have the right to appoint from the Lenders a
successor. If no successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint from the Lenders a
successor Administrative Agent which shall be a bank with an office in New York,
New York, having a combined capital and surplus of at least $500,000,000 or an
affiliate of any such bank, which successor shall be acceptable to Viacom (such
acceptance not to be unreasonably withheld). Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor bank, such
successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 9.5 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as Administrative Agent.

            With respect to the Loans made by them hereunder, the Agents in
their individual capacity and not as Agents shall have the same rights and
powers as any other Lender and may exercise the same as though they were not
Agents, and the Agents and their affiliates may accept deposits from, lend money
to and generally engage in any kind of business with the Borrowers or any of
their respective Subsidiaries or any Affiliate thereof as if they were not
Agents.

            Each Lender agrees (i) to reimburse the Administrative Agent in the
amount of its pro rata share (based on its Total Facility Percentage or, after
the date on which the Loans shall have been paid in full, based on its Total
Facility Percentage immediately prior to such date) of any reasonable,
out-of-pocket expenses incurred for the benefit of the Lenders by the
Administrative Agent, including reasonable counsel fees and compensation of
agents and employees paid for services rendered on behalf of the Lenders, which
shall not have been reimbursed by or on behalf of any Borrower and (ii) to
indemnify and hold harmless the Administrative Agent and any of its directors,
officers, employees or agents, in the amount of such pro rata share, from and
against any and all liabilities, taxes, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against it in
its capacity as Administrative Agent in any way relating to or arising out of
this Agreement or any action taken or omitted by it under this Agreement, to the
extent the same shall not have been reimbursed by or on behalf of Viacom;
provided, that no Lender shall be liable to the Administrative Agent or any such
director, officer, employee or agent for any portion of such liabilities, taxes,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the gross negligence or willful
misconduct of the Administrative Agent or any of its directors, officers,
employees or agents.

            Each Lender acknowledges that it has, independently and without
reliance upon the Agents or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon any Agent or any other
<PAGE>

                                                                              42


Lender and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking
action under or based upon this Agreement, any related agreement or any document
furnished hereunder or thereunder.

            Neither the Syndication Agent, the Co-Documentation Agents, the
Joint Lead Arrangers nor any managing agent shall have any duties or
responsibilities hereunder in its capacity as such.

                                  ARTICLE VIII

                                   GUARANTEES

            SECTION 8.1. Viacom Guarantee.

            (a) Guarantee. In order to induce the Administrative Agent and the
Lenders to become bound by this Agreement and to make the Loans hereunder to the
Subsidiary Borrowers, and in consideration thereof, Viacom hereby
unconditionally and irrevocably guarantees, as primary obligor and not merely as
surety, to the Administrative Agent, for the ratable benefit of the Lenders, the
prompt and complete payment and performance by each Subsidiary Borrower when due
(whether at stated maturity, by acceleration or otherwise) of the Subsidiary
Borrower Obligations, and Viacom further agrees to pay any and all expenses
(including, without limitation, all reasonable fees, charges and disbursements
of counsel) which may be paid or incurred by the Administrative Agent or by the
Lenders in enforcing, or obtaining advice of counsel in respect of, any of their
rights under the guarantee contained in this Section 8.1(a). The guarantee
contained in this Section 8.1(a), subject to Section 8.1(e), shall remain in
full force and effect until the Subsidiary Borrower Obligations are paid in full
and the Commitments are terminated, notwithstanding that from time to time prior
thereto any Subsidiary Borrower may be free from any Subsidiary Borrower
Obligations. Viacom agrees that whenever, at any time, or from time to time, it
shall make any payment to the Administrative Agent or any Lender on account of
its liability under this Section 8.1, it will notify the Administrative Agent
and such Lender in writing that such payment is made under the guarantee
contained in this Section 8.1 for such purpose. No payment or payments made by
any Subsidiary Borrower or any other Person or received or collected by the
Administrative Agent or any Lender from any Subsidiary Borrower or any other
Person by virtue of any action or proceeding or any setoff or appropriation or
application, at any time or from time to time, in reduction of or in payment of
the Subsidiary Borrower Obligations shall be deemed to modify, reduce, release
or otherwise affect the liability of Viacom under this Section 8.1 which,
notwithstanding any such payment or payments, shall remain liable for the unpaid
and outstanding Subsidiary Borrower Obligations until, subject to Section
8.1(e), the Subsidiary Borrower Obligations are paid in full and the Commitments
are terminated. Notwithstanding any other provision herein, the maximum
liability of Viacom under this Section 8.1 shall in no event exceed the amount
which can be guaranteed by Viacom under applicable law.

            (b) No Subrogation, etc.

            Notwithstanding any payment or payments made by Viacom hereunder, or
any set-off or application of funds of Viacom by the Administrative Agent or any
Lender, Viacom shall not be entitled to be subrogated to any of the rights of
the Administrative Agent or any Lender against any Subsidiary Borrower or
against any collateral security or guarantee or right of
<PAGE>

                                                                              43


offset held by the Administrative Agent or any Lender for the payment of the
Subsidiary Borrower Obligations, nor shall Viacom seek or be entitled to seek
any contribution, reimbursement, exoneration or indemnity from or against any
Subsidiary Borrower in respect of payments made by Viacom hereunder, until all
amounts owing to the Administrative Agent and the Lenders by the Subsidiary
Borrowers on account of the Subsidiary Borrower Obligations are paid in full and
the Commitments are terminated. So long as the Subsidiary Borrower Obligations
remain outstanding, if any amount shall be paid by or on behalf of any
Subsidiary Borrower or any other Person to Viacom on account of any of the
rights waived in this Section 8.1, such amount shall be held by Viacom in trust,
segregated from other funds of Viacom, and shall, forthwith upon receipt by
Viacom, be turned over to the Administrative Agent in the exact form received by
Viacom (duly indorsed by Viacom to the Administrative Agent, if required), to be
applied against the Subsidiary Borrower Obligations, whether matured or
unmatured, in such order as the Administrative Agent may determine.

            (c) Amendments, etc. with respect to the Subsidiary Borrower
Obligations.

            Viacom shall remain obligated under this Section 8.1 notwithstanding
that, without any reservation of rights against Viacom, and without notice to or
further assent by Viacom, any demand for payment of or reduction in the
principal amount of any of the Subsidiary Borrower Obligations made by the
Administrative Agent or any Lender may be rescinded by the Administrative Agent
or such Lender, and any of the Subsidiary Borrower Obligations continued, and
the Subsidiary Borrower Obligations, or the liability of any other party upon or
for any part thereof, or any collateral security or guarantee therefor or right
of offset with respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Administrative Agent or any Lender, and this
Agreement and any other documents executed and delivered in connection herewith
may be amended, modified, supplemented or terminated, in whole or in part, as
the Required Lenders (or all Lenders, as the case may be) may deem advisable
from time to time, and any collateral security, guarantee or right of offset at
any time held by the Administrative Agent or any Lender for the payment of the
Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or
released. Neither the Administrative Agent nor any Lender shall have any
obligation to protect, secure, perfect or insure any lien at any time held by it
as security for the Subsidiary Borrower Obligations or for the guarantee
contained in this Section 8.1 or any property subject thereto.

            (d) Guarantee Absolute and Unconditional.

            Viacom waives any and all notice of the creation, renewal, extension
or accrual of any of the Subsidiary Borrower Obligations and notice of or proof
of reliance by the Administrative Agent or any Lender upon the guarantee
contained in this Section 8.1 or acceptance of the guarantee contained in this
Section 8.1; the Subsidiary Borrower Obligations shall conclusively be deemed to
have been created, contracted or incurred, or renewed, extended, amended or
waived, in reliance upon the guarantee contained in this Section 8.1; and all
dealings between Viacom or the Subsidiary Borrowers, on the one hand, and the
Administrative Agent and the Lenders, on the other, shall likewise be
conclusively presumed to have been had or consummated in reliance upon the
guarantee contained in this Section 8.1. Viacom waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon
Viacom or any Subsidiary Borrower with respect to the Subsidiary Borrower
Obligations. The guarantee contained in this Section 8.1 shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to
(a) the validity or enforceability of this
<PAGE>

                                                                              44


Agreement, any of the Subsidiary Borrower Obligations or any collateral security
therefor or guarantee or right of offset with respect thereto at any time or
from time to time held by the Administrative Agent or any Lender, (b) the
legality under applicable requirements of law of repayment by the relevant
Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of
any requirement of law purporting to render any Subsidiary Borrower Obligations
null and void, (c) any defense, setoff or counterclaim (other than a defense of
payment or performance by the applicable Subsidiary Borrower) which may at any
time be available to or be asserted by Viacom against the Administrative Agent
or any Lender, or (d) any other circumstance whatsoever (with or without notice
to or knowledge of Viacom or any Subsidiary Borrower) which constitutes, or
might be construed to constitute, an equitable or legal discharge of any
Subsidiary Borrower for any of its Subsidiary Borrower Obligations, or of Viacom
under the guarantee contained in this Section 8.1, in bankruptcy or in any other
instance. When the Administrative Agent or any Lender is pursuing its rights and
remedies under this Section 8.1 against Viacom, the Administrative Agent or any
Lender may, but shall be under no obligation to, pursue such rights and remedies
as it may have against any Subsidiary Borrower or any other Person or against
any collateral security or guarantee for the Subsidiary Borrower Obligations or
any right of offset with respect thereto, and any failure by the Administrative
Agent or any Lender to pursue such other rights or remedies or to collect any
payments from any Subsidiary Borrower or any such other Person or to realize
upon any such collateral security or guarantee or to exercise any such right of
offset, or any release of any Subsidiary Borrower or any such other Person or of
any such collateral security, guarantee or right of offset, shall not relieve
Viacom of any liability under this Section 8.1, and shall not impair or affect
the rights and remedies, whether express, implied or available as a matter of
law, of the Administrative Agent and the Lenders against Viacom.

            (e) Reinstatement.

            The guarantee contained in this Section 8.1 shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Subsidiary Borrower Obligations is rescinded or must
otherwise be restored or returned by the Administrative Agent or any Lender upon
the insolvency, bankruptcy, dissolution, liquidation or reorganization of any
Subsidiary Borrower or upon or as a result of the appointment of a receiver,
intervenor or conservator of, or trustee or similar officer for, any Subsidiary
Borrower or any substantial part of its property, or otherwise, all as though
such payments had not been made.

            (f) Payments.

            Viacom hereby agrees that any payments in respect of the Subsidiary
Borrower Obligations pursuant to this Section 8.1 will be paid to the
Administrative Agent without setoff or counterclaim in Dollars at the office of
the Administrative Agent specified in Section 9.1.

            SECTION 8.2. Viacom International Guarantee.

            (a) Guarantee. In order to induce the Administrative Agent and the
Lenders to become bound by this Agreement and to make the Loans hereunder to
Viacom, and in consideration thereof, Viacom International hereby
unconditionally and irrevocably guarantees, as primary obligor and not merely as
surety, to the Administrative Agent, for the ratable benefit of the Lenders, the
prompt and complete payment and performance by Viacom when due (whether at
stated maturity, by acceleration or otherwise) of the Viacom Obligations, and
<PAGE>

                                                                              45


Viacom International further agrees to pay any and all expenses (including,
without limitation, all reasonable fees, charges and disbursements of counsel)
which may be paid or incurred by the Administrative Agent or by the Lenders in
enforcing, or obtaining advice of counsel in respect of, any of their rights
under the guarantee contained in this Section 8.2(a). The guarantee contained in
this Section 8.2(a), subject to Section 8.2(e), shall remain in full force and
effect until the Viacom Obligations are paid in full and the Commitments are
terminated, notwithstanding that from time to time prior thereto Viacom may be
free from any Viacom Obligations. Viacom International agrees that whenever, at
any time, or from time to time, it shall make any payment to the Administrative
Agent or any Lender on account of its liability under this Section 8.2, it will
notify the Administrative Agent and such Lender in writing that such payment is
made under the guarantee contained in this Section 8.2 for such purpose. No
payment or payments made by Viacom or any other Person or received or collected
by the Administrative Agent or any Lender from Viacom or any other Person by
virtue of any action or proceeding or any setoff or appropriation or
application, at any time or from time to time, in reduction of or in payment of
the Viacom Obligations shall be deemed to modify, reduce, release or otherwise
affect the liability of Viacom International under this Section 8.2 which,
notwithstanding any such payment or payments, shall remain liable for the unpaid
and outstanding Viacom Obligations until, subject to Section 8.2(e), the Viacom
Obligations are paid in full and the Commitments are terminated. Notwithstanding
any other provision herein, the maximum liability of Viacom International under
this Section 8.2 shall in no event exceed the amount which can be guaranteed by
Viacom International under applicable law.

            (b) No Subrogation, etc.

            Notwithstanding any payment or payments made by Viacom International
hereunder, or any set-off or application of funds of Viacom International by the
Administrative Agent or any Lender, Viacom International shall not be entitled
to be subrogated to any of the rights of the Administrative Agent or any Lender
against Viacom or against any collateral security or guarantee or right of
offset held by the Administrative Agent or any Lender for the payment of the
Viacom Obligations, nor shall Viacom International seek or be entitled to seek
any contribution, reimbursement, exoneration or indemnity from or against Viacom
in respect of payments made by Viacom International hereunder, until all amounts
owing to the Administrative Agent and the Lenders by Viacom on account of the
Viacom Obligations are paid in full and the Commitments are terminated. So long
as the Viacom Obligations remain outstanding, if any amount shall be paid by or
on behalf of Viacom or any other Person to Viacom International on account of
any of the rights waived in this Section 8.2, such amount shall be held by
Viacom International in trust, segregated from other funds of Viacom
International, and shall, forthwith upon receipt by Viacom International, be
turned over to the Administrative Agent in the exact form received by Viacom
International (duly indorsed by Viacom International to the Administrative
Agent, if required), to be applied against the Viacom Obligations, whether
matured or unmatured, in such order as the Administrative Agent may determine.

            (c) Amendments, etc. with respect to the Viacom Obligations.

            Viacom International shall remain obligated under this Section 8.2
notwithstanding that, without any reservation of rights against Viacom
International, and without notice to or further assent by Viacom International,
any demand for payment of or reduction in the principal amount of any of the
Viacom Obligations made by the Administrative Agent or any Lender may be
rescinded by the Administrative Agent or such Lender, and any of the Viacom
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                                                                              46


Obligations continued, and the Viacom Obligations, or the liability of any other
party upon or for any part thereof, or any collateral security or guarantee
therefor or right of offset with respect thereto, may, from time to time, in
whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Administrative Agent or any
Lender, and this Agreement and any other documents executed and delivered in
connection herewith may be amended, modified, supplemented or terminated, in
whole or in part, as the Required Lenders (or all Lenders, as the case may be)
may deem advisable from time to time, and any collateral security, guarantee or
right of offset at any time held by the Administrative Agent or any Lender for
the payment of the Viacom Obligations may be sold, exchanged, waived,
surrendered or released. Neither the Administrative Agent nor any Lender shall
have any obligation to protect, secure, perfect or insure any lien at any time
held by it as security for the Viacom Obligations or for the guarantee contained
in this Section 8.2 or any property subject thereto.

            (d) Guarantee Absolute and Unconditional.

            Viacom International waives any and all notice of the creation,
renewal, extension or accrual of any of the Viacom Obligations and notice of or
proof of reliance by the Administrative Agent or any Lender upon the guarantee
contained in this Section 8.2 or acceptance of the guarantee contained in this
Section 8.2; the Viacom Obligations shall conclusively be deemed to have been
created, contracted or incurred, or renewed, extended, amended or waived, in
reliance upon the guarantee contained in this Section 8.2; and all dealings
between Viacom International or Viacom, on the one hand, and the Administrative
Agent and the Lenders, on the other, shall likewise be conclusively presumed to
have been had or consummated in reliance upon the guarantee contained in this
Section 8.2. Viacom International waives diligence, presentment, protest, demand
for payment and notice of default or nonpayment to or upon Viacom International
or Viacom with respect to the Viacom Obligations. The guarantee contained in
this Section 8.2 shall be construed as a continuing, absolute and unconditional
guarantee of payment without regard to (a) the validity or enforceability of
this Agreement, any of the Viacom Obligations or any collateral security
therefor or guarantee or right of offset with respect thereto at any time or
from time to time held by the Administrative Agent or any Lender, (b) the
legality under applicable requirements of law of repayment by Viacom of any
Viacom Obligations or the adoption of any requirement of law purporting to
render any Viacom Obligations null and void, (c) any defense, setoff or
counterclaim (other than a defense of payment or performance by Viacom) which
may at any time be available to or be asserted by Viacom International against
the Administrative Agent or any Lender, or (d) any other circumstance whatsoever
(with or without notice to or knowledge of Viacom International or Viacom) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of Viacom for any of its Viacom Obligations, or of Viacom
International under the guarantee contained in this Section 8.2, in bankruptcy
or in any other instance. When the Administrative Agent or any Lender is
pursuing its rights and remedies under this Section 8.2 against Viacom
International, the Administrative Agent or any Lender may, but shall be under no
obligation to, pursue such rights and remedies as it may have against Viacom or
any other Person or against any collateral security or guarantee for the Viacom
Obligations or any right of offset with respect thereto, and any failure by the
Administrative Agent or any Lender to pursue such other rights or remedies or to
collect any payments from Viacom or any such other Person or to realize upon any
such collateral security or guarantee or to exercise any such right of offset,
or any release of Viacom or any such other Person or of any such collateral
security, guarantee or right of offset, shall not relieve Viacom International
of any liability under this Section 8.2, and shall not impair
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                                                                              47


or affect the rights and remedies, whether express, implied or available as a
matter of law, of the Administrative Agent and the Lenders against Viacom
International.

            (e) Reinstatement.

            The guarantee contained in this Section 8.2 shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Viacom Obligations is rescinded or must otherwise be
restored or returned by the Administrative Agent or any Lender upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of Viacom or
upon or as a result of the appointment of a receiver, intervenor or conservator
of, or trustee or similar officer for, Viacom or any substantial part of its
property, or otherwise, all as though such payments had not been made.

            (f) Payments.

            Viacom International hereby agrees that any payments in respect of
the Viacom Obligations pursuant to this Section 8.2 will be paid to the
Administrative Agent without setoff or counterclaim in Dollars at the office of
the Administrative Agent specified in Section 9.1.

            (g) Release of Guarantee.

            Notwithstanding the foregoing, the guarantee contained in this
Section 8.2 shall be released on the earlier of the date on which (i) all notes,
debentures and bonds now or hereafter issued by Viacom which carry a Viacom
International guarantee (the "Bonds") are paid in full and (ii) the guarantee of
Viacom International with respect to the Bonds is released. On such date, this
Section 8.2, including without limitation Section 8.2(e), shall be deemed to
have no legal effect whatsoever.

                                   ARTICLE IX

                                  MISCELLANEOUS

            SECTION 9.1. Notices.

            Notices and other communications provided for herein shall be in
writing (or, where permitted to be made by telephone, shall be confirmed
promptly in writing) and shall be delivered by hand or overnight courier
service, mailed or sent by telecopier as follows:

            (a) if to Viacom, to it at Viacom Inc., 1515 Broadway, New York, New
York 10036, Attention of Vice President and Treasurer (Telecopy No. (212)
860-2341), with a copy to General Counsel (Telecopy No. (212) 975-9856);

            (b) if to Viacom International, to it c/o Viacom Inc., 1515
Broadway, New York, New York 10036, Attention of Vice President and Treasurer
(Telecopy No. (212) 860-2341), with a copy to General Counsel (Telecopy No.
(212) 975-9856);

            (c) if to the Administrative Agent, to it at The Chase Manhattan
Bank, 270 Park Avenue, New York, New York 10017, Attention: William Rottino
(Telecopy No. 212-270-1204), with a copy to The Chase Manhattan Bank, One Chase
Manhattan Plaza, New York, New York, 10080, Attention: Camille Wilson (Telecopy
No. 212-552-5700);
<PAGE>

                                                                              48


            (d) if to a Lender, to it at its address (or telecopy number) set
forth in Schedule 1.1 or in the Assignment and Acceptance pursuant to which such
Lender shall have become a party hereto; and

            (e) if to a Subsidiary Borrower, to it at its address set forth in
the relevant Subsidiary Request.

Notwithstanding the foregoing, each of Viacom, any other Borrower, the
Administrative Agent and the Issuing Lender may, in its discretion, provide any
notice, report or other information to be provided under this Agreement to a
Lender by (i) electronic mail to the electronic mail address provided by such
Lender in its Administrative Questionnaire and/or (ii) through access to a web
site. All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on (A) the date of receipt if delivered by hand or overnight courier
service or sent by telecopy or electronic mail, (B) the date of posting if given
by web site access, (C) the date of such telephone call, if permitted by the
terms hereof and if promptly confirmed in writing, or (D) on the date five
Business Days after dispatch by registered mail if mailed, in each case
delivered, sent or mailed (properly addressed) to such party as provided in this
Section 9.1 or in accordance with the latest unrevoked direction from such party
given in accordance with this Section 9.1.

            SECTION 9.2. Survival of Agreement.

            All representations and warranties made hereunder and in any
certificate delivered pursuant hereto or in connection herewith shall be
considered to have been relied upon by the Agents and the Lenders and shall
survive the execution and delivery of this Agreement and the making of the Loans
and other extensions of credit hereunder, regardless of any investigation made
by the Agents or the Lenders or on their behalf.

            SECTION 9.3. Binding Effect.

            This Agreement shall be binding upon and inure to the benefit of
each Borrower, each Agent and each Lender and their respective successors and
assigns, except that Viacom shall not have the right to assign its rights or
obligations hereunder or any interest herein without the prior consent of all
the Lenders.

            SECTION 9.4. Successors and Assigns.

            (a) Whenever in this Agreement any of the parties hereto is referred
to, such reference shall be deemed to include the successors and assigns of such
party, and all covenants, promises and agreements by or on behalf of each
Borrower, any Agent or any Lender that are contained in this Agreement shall
bind and inure to the benefit of their respective successors and assigns.

            (b) Each Lender may assign to one or more assignees all or a portion
of its interests, rights and obligations under this Agreement (including all or
a portion of its Commitment and the Loans at the time owing to it); provided,
however, that (i) except in the case of an assignment to a Lender or a Lender
Affiliate (other than if at the time of such assignment, such Lender or Lender
Affiliate would be entitled to require any Borrower to pay greater amounts under
Section 2.17(a) than if no such assignment had occurred, in which case such
assignment shall be subject to the consent requirement of this clause (i)),
Viacom and the
<PAGE>

                                                                              49


Administrative Agent must give their prior written consent to such assignment
(which consent shall not be unreasonably withheld or delayed), (ii) (x) except
in the case of assignments to any Person that is a Lender prior to giving effect
to such assignment, the amount of the aggregate Commitments and/or Loans of the
assigning Lender subject to each such assignment (determined as of the date the
Assignment and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $10,000,000 and (y) the amount of
the aggregate Commitments and/or Loans retained by any assigning Lender
(determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent) shall not be less than
$10,000,000, unless (in the case of clause (x) or (y) above) the assigning
Lender's Commitment and Loans are being reduced to $0 pursuant to such
assignment, (iii) the assignor and assignee shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a processing
and recordation fee of $3,500 and (iv) the assignee, if it shall not be a
Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire. Upon acceptance and recording pursuant to Section 9.4(e), from
and after the effective date specified in each Assignment and Acceptance, which
effective date shall be at least five Business Days after the execution thereof
(or any lesser period to which the Administrative Agent and Viacom may agree),
(A) the assignee thereunder shall be a party hereto and, to the extent of the
interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement and (B) the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all or the remaining portion of an
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto (but shall continue to be entitled to the
benefits of Sections 2.12, 2.13, 2.17 and 9.5, as well as to any Fees accrued
for its account hereunder and not yet paid)).

            (c) By executing and delivering an Assignment and Acceptance, the
assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim created
by such assigning Lender, (ii) except as set forth in clause (i) above, such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or any other instrument or document
furnished pursuant hereto, or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other instrument or
document furnished pursuant hereto or the financial condition of Viacom or any
of its Subsidiaries or the performance or observance by Viacom or any of its
Subsidiaries of any of its obligations under this Agreement or any other
instrument or document furnished pursuant hereto; (iii) such assignee represents
and warrants that it is legally authorized to enter into such Assignment and
Acceptance; (iv) such assignee confirms that it has received a copy of this
Agreement, together with copies of the most recent financial statements
delivered pursuant to Sections 3.2 and 5.1 and such other documents and
information as it has deemed appropriate to make it own credit analysis and
decision to enter into such Assignment and Acceptance; (v) such assignee will
independently and without reliance upon the Administrative Agent, such assigning
Lender or any other Agent or Lender and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement; (vi) such
assignee appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement as are
delegated to the Administrative Agent by the terms hereof, together with such
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                                                                              50


powers as are reasonably incidental thereto; and (vii) such assignee agrees that
it will perform in accordance with their terms all the obligations which by the
terms of this Agreement are required to be performed by it as a Lender.

            (d) The Administrative Agent, acting for this purpose as agent of
each Borrower, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive in the absence of manifest error and each Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement. The Register shall be available for inspection
by any Borrower and any Lender at any reasonable time and from time to time upon
reasonable prior notice.

            (e) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, an Administrative Questionnaire
completed in respect of the assignee (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) above and, if required, the written consent of Viacom and the Administrative
Agent to such assignment, the Administrative Agent shall (i) accept such
Assignment and Acceptance, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to Viacom.

            (f) Each Lender may without the consent of any Borrower or the
Agents sell participations to one or more banks, other financial institutions or
other entities (provided, that any such other entity is a not a competitor of
Viacom or any Affiliate of Viacom) all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitments
and the Loans owing to it); provided, however, that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, (ii) the participating banks or other entities shall be
entitled to the benefit of the cost protection provisions contained in Sections
2.12, 2.13 and 2.17 to the same extent as if they were Lenders (provided, that
additional amounts payable to any Lender pursuant to Section 2.17 shall be
determined as if such Lender had not sold any such participations) and (iv) the
Borrowers, the Agents and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, and such Lender shall retain the sole right to
enforce the obligations of each Borrower relating to the Loans and to approve
any amendment, modification or waiver of any provision of this Agreement (other
than amendments, modifications or waivers decreasing any fees payable hereunder
or the amount of principal of or the rate at which interest is payable on the
Loans, extending any scheduled principal payment date or date fixed for the
payment of interest on the Loans or of Facility Fees, increasing the amount of
or extending the Commitments or releasing the guarantee contained in Section 8.1
or 8.2 (except in accordance with Section 8.2(g)), in each case to the extent
the relevant participant is directly affected thereby).

            (g) Any Lender or participant may, in connection with any assignment
or participation or proposed assignment or participation pursuant to this
Section 9.4, disclose to the assignee or participant or proposed assignee or
participant any information relating to any Borrower furnished to such Lender by
or on behalf of such Borrower; provided, that, prior to any such disclosure of
information designated by such Borrower as confidential, each such assignee
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                                                                              51


or participant or proposed assignee or participant shall execute a
Confidentiality Agreement whereby such assignee or participant shall agree
(subject to the exceptions set forth therein) to preserve the confidentiality of
such confidential information. A copy of each such Confidentiality Agreement
executed by an assignee shall be promptly furnished to Viacom.

            (h) Notwithstanding the limitations set forth in paragraph (b)
above, (i) any Lender may at any time assign or pledge all or any portion of its
rights under this Agreement to a Federal Reserve Bank and (ii) any Lender which
is a "fund" may at any time assign or pledge all or any portion of its rights
under this Agreement to secure such Lender's indebtedness, in each case without
the prior written consent of any Borrower or the Administrative Agent; provided,
that each such assignment shall be made in accordance with applicable law and no
such assignment shall release a Lender from any of its obligations hereunder. In
order to facilitate any such assignment, each Borrower shall, at the request of
the assigning Lender, duly execute and deliver to the assigning Lender a
registered promissory note or notes evidencing the Loans made to such Borrower
by the assigning Lender hereunder.

            (i) Notwithstanding anything to the contrary contained herein, any
Bank (a "Granting Bank") may grant to a special purpose funding vehicle (a
"SPC"), identified as such in writing from time to time by the Granting Bank to
the Administrative Agent and the relevant Borrower, the option to provide to
such Borrower all or any part of any Loan that such Granting Bank would
otherwise be obligated to make to such Borrower pursuant to this Agreement;
provided, that (i) nothing herein shall constitute a commitment by any SPC to
make any Loan, and (ii) if an SPC elects not to exercise such option or
otherwise fails to provide all or any part of such Loan, the Granting Bank shall
be obligated to make such Loan pursuant to the terms hereof. The making of a
Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank to
the same extent, and as if, such Loan were made by such Granting Bank. Each
party hereto hereby agrees that no SPC shall be liable for any indemnity or
similar payment obligation under this Agreement (all liability for which shall
remain with the Granting Bank). In furtherance of the foregoing, each party
hereto hereby agrees (which agreement shall survive the termination of this
Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior indebtedness
of any SPC, it will not institute against, or join any other person in
instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under the laws of the United States or any
State thereof. In addition, notwithstanding anything to the contrary contained
in this Section, any SPC may (i) with notice to, but without the prior written
consent of, the relevant Borrower and the Administrative Agent and without
paying any processing fee therefor, assign all or a portion of its interests in
any Loans to the Granting Bank or to any financial institutions (consented to by
such Borrower and the Administrative Agent ) providing liquidity and/or credit
support to or for the account of such SPC to support the funding or maintenance
of Loans and (ii) disclose on a confidential basis any non-public information
relating to its Loans to any rating agency, commercial paper dealer or provider
of any surety, guarantee or credit or liquidity enhancement to such SPC. This
section may not be amended without the written consent of any SPC which has been
identified as such by the Granting Bank to the Administrative Agent and the
relevant Borrower and which then holds any Loan pursuant to this paragraph (i).

            (j) Neither Viacom nor any Subsidiary Borrower shall assign or
delegate any of its rights or duties hereunder without the prior consent of all
the Lenders; provided, Viacom may assign or delegate any of its rights or duties
hereunder (excepting its rights and duties pursuant to Section 8.1) to any
Subsidiary Borrower and any Subsidiary Borrower may assign or delegate any of
its rights or duties hereunder to Viacom or (excepting Viacom International's
rights and
<PAGE>

                                                                              52


duties pursuant to 8.2) to any other Subsidiary Borrower, in each case without
the prior consent of the Lenders unless such assignment would adversely affect
the Lenders; provided, further, Viacom may and any Subsidiary Borrower may
assign or delegate any of its rights and duties hereunder pursuant to a merger
or consolidation permitted by Section 5.4(b) or (d) without the prior consent of
the Lenders.

            SECTION 9.5. Expenses; Indemnity.

            (a) Viacom agrees to pay all reasonable legal and other
out-of-pocket expenses incurred by JP Morgan, a division of Chase Securities
Inc., in its capacity as a Joint Lead Arranger and in its capacity as Sole
Bookrunner, and the Administrative Agent and their respective affiliates in
connection with the preparation, negotiation, execution and delivery of this
Agreement or in connection with any amendments, modifications or waivers of the
provisions hereof (whether or not the transactions hereby contemplated shall be
consummated) or incurred by any Agent, any Lender in connection with the
enforcement or protection of the rights of the Agents, the Lenders under this
Agreement or in connection with the Loans made hereunder, including, without
limitation, the reasonable fees, charges and disbursements of Simpson Thacher &
Bartlett (as set forth the in the Letter Agreement, dated as of February 2,
2001, between Simpson Thacher & Bartlett and Viacom), counsel for JP Morgan, a
division of Chase Securities Inc., in its capacity as a Joint Lead Arranger and
in its capacity as Sole Bookrunner, and the Administrative Agent , and, in
connection with any such enforcement or protection, the reasonable fees, charges
and disbursements of any other counsel for any Agent or Lender.

            (b) Viacom agrees to indemnify and hold harmless each Agent, each
Lender and each of their respective directors, officers, employees, affiliates
and agents (each, an "Indemnified Person") against, and to reimburse each
Indemnified Person, upon its demand, for, any losses, claims, damages,
liabilities or other expenses ("Losses") to which such Indemnified Person
becomes subject insofar as such Losses arise out of or in any way relate to or
result from (i) the execution or delivery of this Agreement or any agreement or
instrument contemplated hereby (and any amendment hereto or thereto), the
performance by the parties hereto or thereto of their respective obligations
hereunder or thereunder or the consummation of the transactions contemplated
hereby or thereby or (ii) the use (or proposed use) of the proceeds of the
Loans, including, without limitation, Losses consisting of reasonable legal,
settlement or other expenses incurred in connection with investigating,
defending or participating in any legal proceeding relating to any of the
foregoing (whether or not such Indemnified Person is a party thereto); provided,
that the foregoing will not apply to any Losses to the extent they are found by
a final decision of a court of competent jurisdiction to have resulted from the
gross negligence or willful misconduct of such Indemnified Person. No
Indemnified Person shall be liable for any damages arising from the use by
others of Information or other materials obtained through electronic,
telecommunications or other information transmission systems (provided, that the
foregoing will not apply to any Losses to the extent they are found by a final
decision of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of such Indemnified Person).

            (c) The provisions of this Section 9.5 shall remain operative and in
full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the invalidity or unenforceability of any term or
provision of this Agreement or any investigation made by or on
<PAGE>

                                                                              53


behalf of any Agent or Lender. All amounts under this Section 9.5 shall be
payable on written demand therefor.

            SECTION 9.6. Right of Setoff.

            If an Event of Default shall have occurred and be continuing, each
Agent and each Lender is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Agent or Lender to or for the
credit or the account of any Borrower against any of and all the obligations of
such Borrower now or hereafter existing under this Agreement or the
Administrative Agent Fee Letter held by such Agent or Lender which shall be due
and payable. The rights of each Agent and each Lender under this Section 9.6 are
in addition to other rights and remedies (including other rights of setoff)
which such Agent or Lender may have.

            SECTION 9.7. APPLICABLE LAW.

            THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK.

            SECTION 9.8. Waivers; Amendment.

            (a) No failure or delay of any Agent or any Lender in exercising any
power or right hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Agents and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies which they would otherwise have. No waiver
of any provision of this Agreement or consent to any departure by any Borrower
from any such provision shall in any event be effective unless the same shall be
permitted by paragraph (b) below, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice or demand on any Borrower in any case shall entitle any Borrower to any
other or further notice or demand in similar or other circumstances.

            (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement in writing entered into by
the Borrowers and the Required Lenders; provided, however, that no such
agreement shall (i) reduce the amount or extend the scheduled date of maturity
of any Loan or of any installment thereof, interest or fee payable hereunder or
extend the scheduled date of any payment thereof or increase the amount or
extend the expiration date of any Commitment of any Lender, in each case without
the prior written consent of each Lender directly affected thereby; (ii) amend,
modify or waive any provision of this Section 9.8(b), or reduce the percentage
specified in the definition of "Required Lenders", release the guarantee
contained in Section 8.1 or 8.2 (except in accordance with Section 8.2(g)) or
consent to the assignment or delegation by Viacom or any Subsidiary Borrower of
any of its rights and obligations under this Agreement (except (A) by Viacom
(excepting its rights and duties pursuant to Section 8.1) to any Subsidiary
Borrower or (B) by any Subsidiary Borrower to Viacom or (excepting Viacom
International's rights and duties pursuant to Section 8.2) to any other
Subsidiary Borrower and as set forth in Section 9.4(j)), in each case without
the prior written consent of all the Lenders; or (iii) amend, modify or waive
any provision of Article VII without the prior written consent of each Agent
affected thereby;
<PAGE>

                                                                              54


provided, further that no such agreement shall amend, modify or otherwise affect
the rights or duties of the Administrative Agent hereunder in such capacity
without the prior written consent of the Administrative Agent.

            SECTION 9.9. Entire Agreement.

            This Agreement (together with the Subsidiary Borrower Designations
and the Subsidiary Borrower Requests) constitutes the entire contract between
the parties relative to the subject matter hereof. Any previous agreement among
the parties with respect to the subject matter hereof is superseded by this
Agreement. Nothing in this Agreement, expressed or implied, is intended to
confer upon any party other than the parties hereto any rights, remedies,
obligations or liabilities under or by reason of this Agreement.

            SECTION 9.10. Waiver of Jury Trial.

            Each party hereto hereby waives, to the fullest extent permitted by
applicable law, any right it may have to a trial by jury in respect of any
litigation directly or indirectly arising out of, under or in connection with
this Agreement. Each party hereto (a) certifies that no representative, agent or
attorney of any other party has represented, expressly or otherwise, that such
other party would not, in the event of litigation, seek to enforce the foregoing
waiver and (b) acknowledges that it and the other parties hereto have been
induced to enter into this Agreement by, among other things, the mutual waivers
and certifications in this Section 9.10.

            SECTION 9.11. Severability.

            In the event any one or more of the provisions contained in this
Agreement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby. The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

            SECTION 9.12. Counterparts.

            This Agreement may be executed in two or more counterparts, each of
which constitute an original but all of which when taken together shall
constitute but one contract, and shall become effective as provided in Section
9.3.

            SECTION 9.13. Headings

            Article and Section headings and the Table of Contents used herein
are for convenience of reference only, are not part of this Agreement and are
not to affect the construction of, or to be taken into consideration in
interpreting, this Agreement.

            SECTION 9.14. Jurisdiction; Consent to Service of Process.

            (a) Each Borrower hereby irrevocably and unconditionally submits,
for itself and its Property, to the nonexclusive jurisdiction of any New York
State court or Federal court of the United States of America sitting in New York
City, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and
<PAGE>

                                                                              55


unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State court or, to the
extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Each Subsidiary Borrower designates and
directs Viacom at its offices at 1515 Broadway, New York, New York 10036, as its
agent to receive service of any and all process and documents on its behalf in
any legal action or proceeding referred to in this Section 9.14 in the State of
New York and agrees that service upon such agent shall constitute valid and
effective service upon such Subsidiary Borrower and that failure of Viacom to
give any notice of such service to any Subsidiary Borrower shall not affect or
impair in any way the validity of such service or of any judgment rendered in
any action or proceeding based thereon. Nothing in this Agreement shall affect
any right that any Agent or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against any Borrower or its Properties in
the courts of any jurisdiction.

            (b) Each Borrower hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection which it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any New York State or
Federal court. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

            (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.1. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

            SECTION 9.15. Confidentiality.

            (a) Each Lender agrees to keep confidential and not to disclose (and
to cause its affiliates, officers, directors, employees, agents and
representatives to keep confidential and not to disclose) and, at the request of
Viacom (except as provided below or if such Lender is required to retain any
Confidential Information (as defined below) pursuant to customary internal or
banking practices, bank regulations or applicable law), promptly to return to
Viacom or destroy the Confidential Information and all copies thereof, extracts
therefrom and analyses or other materials based thereon, except that such Lender
shall be permitted to disclose Confidential Information (i) to such of its
officers, directors, employees, agents, affiliates and representatives as need
to know such Confidential Information in connection with such Lender's
participation in this Agreement, each of whom shall be informed by such Lender
of the confidential nature of the Confidential Information and shall agree to be
bound by the terms of this Section 9.15; (ii) to the extent required by
applicable laws and regulations or by any subpoena or similar legal process or
requested by any Governmental Authority or agency having jurisdiction over such
Lender; provided, however, that, except in the case of disclosure to bank
regulators or examiners in accordance with customary banking practices, if
legally permitted written notice of each instance in which Confidential
Information is required or requested to be disclosed shall be furnished to
Viacom not less than 30 days prior to the expected date of such disclosure or,
if 30 days' notice is not practicable under the circumstances, as promptly as
practicable under the circumstances; (iii) to the extent such Confidential
Information (A) is or becomes publicly available other than as a result of a
breach of this Agreement, (B) becomes available to such Lender on a
non-confidential basis from a source other than a party to this Agreement or any
other party known to such Lender to be bound by an agreement containing a
provision similar to this Section 9.15 or
<PAGE>

                                                                              56


(C) was available to such Lender on a non-confidential basis prior to this
disclosure to such Lender by a party to this Agreement or any other party known
to such Lender to be bound by an agreement containing a provision similar to
this Section 9.15; (iv) as permitted by Section 9.4(g); or (v) to the extent
Viacom shall have consented to such disclosure in writing. As used in this
Section 9.15, "Confidential Information" shall mean any materials, documents or
information furnished by or on behalf of any Borrower in connection with this
Agreement designated by or on behalf of such Borrower as confidential.

            (b) Each Lender (i) agrees that, except to the extent the conditions
referred to in subclause (A), (B) or (C) of clause (iii) of paragraph (a) above
have been met and as provided in paragraph (c) below, (A) it will use the
Confidential Information only in connection with its participation in this
Agreement and (B) it will not use the Confidential Information in connection
with any other matter or in a manner prohibited by any law, including, without
limitation, the securities laws of the United States and (ii) understands that
breach of this Section 9.15 might seriously prejudice the interest of the
Borrowers and that the Borrowers are entitled to equitable relief, including an
injunction, in the event of such breach.

            (c) Notwithstanding anything to the contrary contained in this
Section 9.15, each Agent and each Lender shall be entitled to retain all
Confidential Information for so long as it remains an Agent or a Lender to use
solely for the purposes of servicing the credit and protecting its rights
hereunder.

            SECTION 9.16. Waiver of Notice of Termination Period.

            By its execution of this Agreement, each Lender hereby waives any
right to notice of termination, or any notice period with respect to the
termination, of any Existing Credit Agreement that such Lender may have had
under such Existing Credit Agreement.

   [Remainder of the page left blank intentionally; Signature page to follow.]
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

                                    VIACOM INC.

                                    By: /s/ Robert G. Freedline
                                        ----------------------------------------
                                    Name:  Robert G.Freedline
                                    Title: Vice President and Treasurer


                                    VIACOM INTERNATIONAL INC.

                                    By: /s/ Robert G. Freedline
                                        ----------------------------------------
                                    Name:  Robert G.Freedline
                                    Title: Vice President and Treasurer


                                    THE CHASE MANHATTAN BANK, as
                                    Administrative Agent and as a Lender

                                    By: /s/ Thomas H. Kozlark
                                        ----------------------------------------
                                    Name:  Thomas H. Kozlark
                                    Title: Vice President


                                    SALOMON SMITH BARNEY INC., as
                                    Syndication Agent and as a Lender

                                    By: /s/ Carolyn A. Kee
                                        ----------------------------------------
                                    Name:  Carolyn A. Kee
                                    Title: Attorney-in-Fact


                                    FLEET NATIONAL BANK, as Co-Documentation
                                    Agents and as a Lender

                                    By: /s/ Laura Neenan
                                        ----------------------------------------
                                    Name:  Laura Neenan
                                    Title: Assistant Vice President


                                    BANK OF AMERICA, N.A., as Co-Documentation
                                    Agents and as a Lender

                                    By: /s/ Thomas J. Kane
                                        ----------------------------------------
                                    Name:  Thomas J. Kane
                                    Title: Vice President
<PAGE>

                                    CITIBANK, N.A., as a Lender,

                                    By: /s/ Elizabeth H. Minnella
                                        ----------------------------------------
                                    Name:  Elizabeth H. Minnella
                                    Title: Vice President


                                    THE SUMITOMO BANK, LIMITED, as a Lender,

                                    By: /s/ C. Michael Garrido
                                        ----------------------------------------
                                    Name:  C. Michael Garrido
                                    Title: Senior Vice President


                                    THE BANK OF NEW YORK, as a Lender,

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


                                    THE BANK OF TOKYO-MITSUBISHI, LTD., NY
                                    BRANCH, as a Lender,

                                    By: /s/ J.J. Wallace, Jr.
                                        ----------------------------------------
                                    Name:  J.J. Wallace, Jr.
                                    Title: Executive Vice President


                                    DEUTSCHE BANK A.G., NEW YORK BRANCH
                                    and/or CAYMAN ISLANDS BRANCH, as a Lender,

                                    By: /s/ William W. McGinty
                                        ----------------------------------------
                                    Name:  William W. McGinty
                                    Title: Director

                                    By: /s/ Irene Egues
                                        ----------------------------------------
                                    Name:  Irene Egues
                                    Title: Vice President
<PAGE>

                                    THE DAI-ICHI KANGYO BANK, LTD. (dba
                                    Mizuho Financial Group), as a Lender,

                                    By: /s/ Marvin Mirel Lazar
                                        ----------------------------------------
                                    Name:  Marvin Mirel Lazar
                                    Title: Vice President


                                    THE FUJI BANK, LIMITED, as a Lender,

                                    By: /s/ Nobuoki Koike
                                        ----------------------------------------
                                    Name:  J.J. Wallace, Jr.
                                    Title: Vice President & Senior Team Leader


                                    THE INDUSTRIAL BANK OF JAPAN, LIMITED
                                    (d.b.a. Mizuho Financial Group),
                                    as a Lender,

                                    By: /s/ William Kennedy
                                        ----------------------------------------
                                    Name:  William Kennedy
                                    Title: Senior Vice President


                                    THE BANK OF NOVA SCOTIA, as a Lender,

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


                                    BARCLAYS BANK PLC, as a Lender,

                                    By: /s/ Daniele Iacovone
                                        ----------------------------------------
                                    Name:  Daniele Iacovone
                                    Title: Director


                                    THE SANWA BANK, LIMITED, NEW YORK BRANCH,
                                    as a Lender,

                                    By: /s/ Jean-Michel Fatovic
                                        ----------------------------------------
                                    Name:  Jean-Michel Fatovic
                                    Title: Vice President
<PAGE>

                                    DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
                                    BRANCHES, as a Lender,

                                    By: /s/ Laura G. Fazio
                                        ----------------------------------------
                                    Name:  Laura G. Fazio
                                    Title: First Vice President

                                    By: /s/ Brian Schneider
                                        ----------------------------------------
                                    Name:  Brian Schneider
                                    Title: Assistant Vice President


                                    MELLON BANK, N.A., as a Lender,

                                    By: /s/ Raghunatha Reddy
                                        ----------------------------------------
                                    Name:  Raghunatha Reddy
                                    Title: Lending Officer


                                    CREDIT SUISSE FIRST BOSTON, as a Lender,

                                    By: /s/ Kristin Lepri
                                        ----------------------------------------
                                    Name:  Kristin Lepri
                                    Title: Associate

                                    By: /s/ Bill O'Daly
                                        ----------------------------------------
                                    Name:  Bill O'Daly
                                    Title: Vice President


                                    BANK ONE, NA, as a Lender,

                                    By: /s/ Curtis R. Worthington
                                        ----------------------------------------
                                    Name:  Curtis R. Worthington
                                    Title: Corporate Banking Officer


                                    THE ROYAL BANK OF SCOTLAND PLC, as a Lender,

                                    By: /s/ David Lucas
                                        ----------------------------------------
                                    Name:  David Lucas
                                    Title: Senior Vice President
<PAGE>

                                    WACHOVIA BANK, N.A., as a Lender,

                                    By: /s/ J. Timothy Toler
                                        ----------------------------------------
                                    Name:  J. Timothy Toler
                                    Title: Senior Vice President


                                    WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                    NEW YORK BRANCH, as a Lender,

                                    By: /s/ Lucie L. Guernsey
                                        ----------------------------------------
                                    Name:  Lucie L. Guernsey
                                    Title: Director

                                    By: /s/ Pascal Kabemba
                                        ----------------------------------------
                                    Name:  Pascal Kabemba
                                    Title: Associate Director


                                    LLOYDS TSB BANK PLC, as a Lender,

                                    By: /s/ Windsor R. Davies
                                        ----------------------------------------
                                    Name:  Windsor R. Davies
                                    Title: Director, Corporate Bank, USA

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


                                    THE NORINCHUKIN BANK, NEW YORK BRANCH,
                                    as a Lender,

                                    By: /s/ Yoshiro Niiro
                                        ----------------------------------------
                                    Name:  Yoshiro Niiro
                                    Title: General Manager


                                    SUNTRUST BANK, as a Lender,

                                    By: /s/ W. David Wisdom
                                        ----------------------------------------
                                    Name:  W. David Wisdom
                                    Title: Vice President
<PAGE>

                                    ABN AMRO BANK NV, as a Lender,

                                    By: /s/ David Carrington
                                        ----------------------------------------
                                    Name:  David Carrington
                                    Title: Group Vice President

                                    By: /s/ Thomas Cha
                                        ----------------------------------------
                                    Name:  Thomas Cha
                                    Title: Corporate Banking Officer


                                    UBS AG, STAMFORD BRANCH, as a Lender,

                                    By: /s/ Dorothy L. McKinley
                                        ----------------------------------------
                                    Name:  Dorothy L. McKinley
                                    Title: Director Banking Product Services, US

                                    By: /s/ Wilfred V. Saint
                                        ----------------------------------------
                                    Name:  Wilfred V. Saint
                                    Title: Associate Director Banking Product
                                           Services, US


                                    MERRILL LYNCH BANK USA, as a Lender,

                                    By: /s/ Raymond J. Dardano
                                        ----------------------------------------
                                    Name:  Raymond J. Dardano
                                    Title: Senior Credit Officer


                                    NATIONAL AUSTRALIA BANK LIMITED, A.C.N.
                                    004044937, as a Lender,

                                    By: /s/ Eduardo Salazar
                                        ----------------------------------------
                                    Name:  Eduardo Salazar
                                    Title: Head of Media & Entertainment


                                    THE TOKAI BANK, LIMITED - NEW YORK BRANCH,
                                    as a Lender,

                                    By: /s/ Shinichi Nakatani
                                        ----------------------------------------
                                    Name:  Shinichi Nakatani
                                    Title: Assistant General Manager
</TEXT>
</DOCUMENT>
