Exhibit 4.13

                                                                  EXECUTION COPY





                          REGISTRATION RIGHTS AGREEMENT

                            Dated as of May 17, 2001



                                      among



                                  VIACOM INC.,



                           VIACOM INTERNATIONAL INC.,

                                  as Guarantor



                                       and



               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

                                       and

                            SALOMON SMITH BARNEY INC.

                            as the Initial Purchasers



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                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made
and entered into as of May 17, 2001, by and among VIACOM INC., a Delaware
corporation (the "Company"), Viacom International Inc., a Delaware corporation
(the "Guarantor") and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and
SALOMON SMITH BARNEY INC., in their respective capacities as initial purchasers
and as representatives of each of the other initial purchasers named in Schedule
A hereto (collectively, the "Initial Purchasers").

                  This Agreement is made pursuant to the Purchase Agreement
dated May 10, 2001, by and among the Company, the Guarantor and the Initial
Purchasers (the "Purchase Agreement"), which provides for the sale by the
Company to the Initial Purchasers and the guarantee by the Guarantor of
$400,000,000 aggregate principal amount of the Company's 6.40% senior notes due
2006 (the "2006 Senior Notes") and $1,000,000,000 aggregate principal amount of
the Company's 6.625% senior notes due 2011 (the "2011 Senior Notes", and
together with the 2006 Senior Notes, the "Senior Securities"; references to
Senior Securities, Exchange Senior Securities and Registrable Senior Securities
will be identically applicable to both the 2006 Senior Notes and the 2011 Senior
Notes unless otherwise indicated herein). In order to induce the Initial
Purchasers to enter into the Purchase Agreement and in satisfaction of a
condition to the Initial Purchasers' obligations thereunder, the Company has
agreed to provide to the Initial Purchasers and their respective direct and
indirect transferees and assigns the registration rights set forth in this
Agreement.

                  In consideration of the foregoing, the parties hereto agree as
follows:

                  1. Definitions. As used in this Agreement, the following
capitalized defined terms shall have the following meanings:

                  "1933 Act" shall mean the Securities Act of 1933, as amended
         from time to time, and the rules and regulations of the SEC promulgated
         thereunder.

                  "1934 Act" shall mean the Securities Exchange Act of 1934, as
         amended from time to time, and the rules and regulations of the SEC
         promulgated thereunder.

                  "Closing Time" shall mean the Closing Time as defined in the
         Purchase Agreement.

                  "Company" shall have the meaning set forth in the preamble and
         also includes the Company's successors.

                  "Depositary" shall mean The Depository Trust Company, or any
         other depositary appointed by the Company, including any agent thereof;
         provided, however, that any such depositary must at all times have an
         address in the Borough of Manhattan, in The City of New York.

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                  "Exchange Offer" shall mean the exchange offer by the Company
         and the Guarantor of Exchange Senior Securities for Registrable Senior
         Securities pursuant to Section 2(a) hereof.

                  "Exchange Offer Registration" shall mean a registration under
         the 1933 Act effected pursuant to Section 2(a) hereof.

                  "Exchange Offer Registration Statement" shall mean an exchange
         offer registration statement on Form S-4 covering the Registrable
         Senior Securities (or, if applicable, on another appropriate form), and
         all amendments and supplements to such registration statement, in each
         case including the Prospectus contained therein, all exhibits thereto
         and all material incorporated by reference therein.

                  "Exchange Senior Securities" shall mean the Senior Securities
         issued by the Company under the Indenture, and their respective
         guarantees by the Guarantor, containing terms identical to the Senior
         Securities (except that (i) interest thereon shall accrue from the last
         date on which interest was paid on the Senior Securities or, if no such
         interest has been paid, from the Closing Time, (ii) the transfer
         restrictions thereon shall be eliminated and (iii) certain provisions
         relating to an increase in the stated rate of interest thereon shall be
         eliminated) to be offered to Holders of Registrable Senior Securities
         in exchange for Registrable Senior Securities pursuant to the Exchange
         Offer.

                  "Holders" shall mean the Initial Purchasers, for so long as
         they own any Registrable Senior Securities, and each of their
         respective successors, assigns and direct and indirect transferees who
         become registered owners of Registrable Senior Securities under the
         Indenture.

                  "Indenture" shall mean the Indenture dated as of May 15, 1995,
         as supplemented by the First Supplemental Indenture, dated as of May
         24, 1995, as supplemented and amended by the Second Supplemental
         Indenture and Amendment No. 1, dated as of December 15, 1995, as
         supplemented by the Third Supplemental Indenture, dated as of July 22,
         1996, as supplemented by the Fourth Supplemental Indenture, dated as of
         August 1, 2000, as supplemented by the Fifth Supplemental Indenture,
         dated January 17, 2001, and as further supplemented by the Sixth
         Supplemental Indenture, dated May 17, 2001, among the Company, the
         Guarantor and Citibank, N.A., a national banking association, as
         successor in interest to State Street Bank and Trust Company and The
         First National Bank of Boston, as Trustee, in each case relating to the
         Senior Securities and the Exchange Senior Securities and as the same
         may be amended and supplemented from time to time in accordance with
         the terms thereof.

                  "Initial Purchasers" shall have the meaning set forth in the
         preamble of this Agreement.

                  "Majority Holders" shall mean the Holders of a majority of the
         aggregate principal amount of Registrable Senior Securities
         outstanding; provided that whenever the consent or approval of Holders
         of a specified percentage of Registrable Senior Securities is required
         hereunder, Registrable Senior Securities held by the Company, the

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         Guarantor or any of their affiliates (as such term is defined in Rule
         405 under the 1933 Act) (other than the Initial Purchasers or
         subsequent holders of Registrable Senior Securities, if such subsequent
         holders are deemed to be such affiliates solely by reason of their
         holding of such Registrable Senior Securities, shall be disregarded in
         determining whether such consent or approval was given by the Holders
         of such required percentage or amount.

                  "NASD" shall mean the National Association of Securities
         Dealers, Inc.

                  "Participating Broker-Dealer" shall have the meaning set forth
         in Section 3(f).

                  "Person" shall mean an individual, partnership, joint venture,
         limited liability company, corporation, trust or unincorporated
         organization, or a government or agency or political subdivision
         thereof.

                  "Prospectus" shall mean the prospectus included in a
         Registration Statement, including any preliminary prospectus, and any
         such prospectus as amended or supplemented by any prospectus
         supplement, including a prospectus supplement with respect to the terms
         of the offering of any portion of the Registrable Senior Securities
         covered by a Shelf Registration Statement, and by all other amendments
         and supplements to a prospectus, including post-effective amendments,
         and in each case including all material incorporated by reference
         therein.

                  "Purchase Agreement" shall have the meaning set forth in the
         preamble of this Agreement.

                  "Registrable Senior Securities" shall mean the Senior
         Securities; provided, however, that the Senior Securities shall cease
         to be Registrable Senior Securities when (i) a Registration Statement
         with respect to such Senior Securities shall have been declared
         effective under the 1933 Act and such Senior Securities shall have been
         disposed of pursuant to such Registration Statement, (ii) such Senior
         Securities shall have been sold to the public pursuant to Rule 144 (or
         any similar provision then in force, but not Rule 144A) under the 1933
         Act, (iii) such Senior Securities shall have ceased to be outstanding
         or (iv) such Senior Securities have been exchanged for Exchange Senior
         Securities upon consummation of the Exchange Offer.

                  "Registration Expenses" shall mean any and all expenses
         incident to performance of or compliance by the Company and the
         Guarantor with this Agreement, including without limitation: (i) all
         SEC, stock exchange or NASD registration and filing fees, (ii) all fees
         and expenses incurred in connection with compliance with state or other
         securities or blue sky laws and compliance with the rules of the NASD
         (including reasonable fees and disbursements of counsel for any
         underwriters or Holders in connection with state or other securities or
         blue sky qualification of any of the Exchange Senior Securities or
         Registrable Senior Securities), (iii) all expenses of any Persons in
         preparing, printing and distributing any Registration Statement, any
         Prospectus, any amendments or supplements thereto, any underwriting
         agreements, securities sales agreements, certificates representing the
         Exchange Senior Securities and other documents

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         relating to the performance of and compliance with this Agreement, (iv)
         all rating agency fees, (v) all fees and expenses incurred in
         connection with the listing, if any, of any of the Exchange Senior
         Securities or such Registrable Senior Securities, covered by a Shelf
         Registration Statement, as applicable, on any securities exchange or
         exchanges, (vi) all fees and disbursements relating to the
         qualification of the Indenture under applicable securities laws, (vii)
         the fees and disbursements of counsel for the Company and the Guarantor
         and the fees and expenses of the independent public accountants of the
         Company and the Guarantor, including the expenses of any special audits
         or "cold comfort" letters required by or incident to such performance
         and compliance, (viii) the fees and expenses of a "qualified
         independent underwriter" as defined by Conduct Rule 2720 of the NASD
         (if required by the NASD rules) in connection with the offering of the
         Registrable Senior Securities and the reasonable fees and expenses of
         its counsel, (ix) the reasonable fees and expenses of the Trustee, any
         registrar, any depositary and paying agent, including their respective
         counsel, and any escrow agent or custodian, (x) the reasonable fees and
         expenses of the Initial Purchasers in connection with the Exchange
         Offer, including the reasonable fees and expenses of counsel to the
         Initial Purchasers which shall be Hughes Hubbard & Reed LLP, (xi) the
         reasonable fees and expenses of one counsel to the Holders which shall
         be Hughes Hubbard & Reed LLP in connection with the Shelf Registration
         Statement, and (xii) in the case of an underwritten offering, any
         reasonable fees and disbursements of the underwriters customarily
         required to be paid by issuers or sellers of such securities, including
         the reasonable fees and expenses of counsel to the underwriters, and
         the fees and expenses of any special experts retained by the Company
         and the Guarantor in connection with any Registration Statement but
         excluding (except as otherwise provided herein) fees of counsel to the
         underwriters or the Holders and underwriting discounts and commissions
         and any transfer taxes, if any, relating to the sale or disposition of
         Registrable Senior Securities by a Holder.

                  "Registration Statement" shall mean any registration statement
         of the Company and the Guarantor relating to any offering of the
         Exchange Senior Securities or Registrable Senior Securities pursuant to
         the provisions of this Agreement, and all amendments and supplements to
         any such Registration Statement, including post-effective amendments,
         in each case including the Prospectus contained therein, all exhibits
         thereto and all material incorporated by reference therein.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "Shelf Registration" shall mean a registration effected
         pursuant to Section 2(b) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
         registration statement of the Company and the Guarantor pursuant to the
         provisions of Section 2(b) of this Agreement which covers all of the
         Registrable Senior Securities on an appropriate form under Rule 415
         under the 1933 Act, or any similar rule that may be adopted by the SEC,
         and all amendments and supplements to such registration statement,
         including post-effective amendments, in each case including the
         Prospectus contained therein, all exhibits thereto and all material
         incorporated by reference therein.

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                  "Trustee" shall mean the trustee under the Indenture.

                  2. Registration Under the 1933 Act.

                  (a) Exchange Offer Registration. To the extent not prohibited
by any applicable law or applicable interpretation of the staff of the SEC, the
Company and the Guarantor shall (A) file with the SEC within 60 calendar days
after the Closing Time an Exchange Offer Registration Statement covering the
offer by the Company to the Holders to exchange all of the Registrable Senior
Securities for Exchange Senior Securities, (B) use its reasonable best efforts
to cause such Exchange Offer Registration Statement to be declared effective by
the SEC within 180 calendar days after the Closing Time, (C) use its reasonable
best efforts to cause such Registration Statement to remain effective until the
closing of the Exchange Offer and (D) use its reasonable best efforts to
consummate the Exchange Offer within 45 calendar days after the effective date
of the Exchange Offer Registration Statement, which date of consummation it is
agreed shall not occur on or before July 30, 2001. The Exchange Senior
Securities will be issued under the Indenture. Upon the effectiveness of the
Exchange Offer Registration Statement, the Company and the Guarantor shall
promptly commence the Exchange Offer, it being the objective of such Exchange
Offer to enable each Holder (other than Participating Broker-Dealers (as defined
in Section 3(f)) eligible and electing to exchange Registrable Senior Securities
for Exchange Senior Securities (assuming that such Holder is not an affiliate of
the Company or the Guarantor within the meaning of Rule 405 under the 1933 Act,
acquires the Exchange Senior Securities in the ordinary course of such Holder's
business and has no arrangements or understandings with any person to
participate in the Exchange Offer for the purpose of distributing the Exchange
Senior Securities) to trade such Exchange Senior Securities from and after their
receipt without any limitations or restrictions under the 1933 Act and without
material restrictions under the securities laws of a substantial proportion of
the several states of the United States.

                  In connection with the Exchange Offer, the Company and the
Guarantor shall:

                  (i) mail to each Holder a copy of the Prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (ii) keep the Exchange Offer open for not less than 20
         business days (or longer if required by applicable federal and state
         securities laws) after the date notice thereof is mailed to the
         Holders;

                  (iii) use the services of the Depositary for the Exchange
         Offer with respect to Senior Securities evidenced by global
         certificates;

                  (iv) permit Holders to withdraw tendered Registrable Senior
         Securities at any time prior to the close of business, New York City
         time, on the last business day on which the Exchange Offer shall remain
         open, by sending to the institution specified in the notice, a
         telegram, telex, facsimile transmission or letter setting forth the
         name of such Holder, the principal amount of Registrable Senior
         Securities delivered for exchange, and

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         a statement that such Holder is withdrawing its election to have such
         Senior Securities exchanged; and

                  (v) otherwise comply in all material respects with all
         applicable federal and state securities laws relating to the Exchange
         Offer.

                  As soon as practicable after the close of the Exchange Offer,
the Company and the Guarantor shall:

                  (i) accept for exchange Registrable Senior Securities duly
         tendered and not validly withdrawn pursuant to the Exchange Offer in
         accordance with the terms of the Exchange Offer Registration Statement
         and the letter of transmittal which is an exhibit thereto;

                  (ii) deliver, or cause to be delivered, to the Trustee for
         cancellation all Registrable Senior Securities so accepted for exchange
         by the Company and the Guarantor; and

                  (iii) cause the Trustee promptly to authenticate and deliver
         Exchange Senior Securities to each Holder of Registrable Senior
         Securities equal in principal amount to the principal amount of the
         Registrable Senior Securities of such Holder so accepted for exchange.

                  Interest on each Exchange Note will accrue from the last date
on which interest was paid on the Registrable Senior Securities surrendered in
exchange therefor or, if no interest has been paid on the Registrable Senior
Securities, from the Closing Time. The Exchange Offer shall not be subject to
any conditions, other than (i) that the Exchange Offer, or the making of any
exchange by a Holder, does not violate applicable law or any applicable
interpretation of the staff of the SEC, (ii) that no action or proceeding shall
have been instituted or threatened in any court or before any governmental
agency with respect to the Exchange Offer which, in the Company's or the
Guarantor's judgment, would impair the ability of the Company and the Guarantor
to proceed with the Exchange Offer, (iii) that no law, rule or regulation or
applicable interpretations of the staff of the SEC has been issued or
promulgated which, in the good faith determination of the Company or the
Guarantor, does not permit the Company and the Guarantor to effect the Exchange
Offer and (iv) that the Holders tender the Registrable Senior Securities to the
Company in accordance with the Exchange Offer.

                  Each Holder of Registrable Senior Securities (other than
Participating Broker-Dealers) who wishes to exchange such Registrable Senior
Securities for Exchange Senior Securities in the Exchange Offer shall have
represented that (i) it is not an affiliate (as defined in Rule 405 under the
1933 Act) of the Company or the Guarantor or, if it is an affiliate, it will
comply with the registration and prospectus delivery requirements of the 1933
Act, to the extent applicable, (ii) any Exchange Senior Securities to be
received by it will be acquired in the ordinary course of business, (iii) at the
time of the commencement of the Exchange Offer, it has no arrangement with any
Person to participate in the distribution (within the meaning of the 1933 Act)
of the Senior Securities or the Exchange Senior Securities, (iv) it is not
acting on behalf of any person who could not truthfully make the foregoing
representations and (v) it shall have

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made such other representations as may be reasonably necessary under applicable
SEC rules, regulations or interpretations to render the use of Form S-4 or
another appropriate form under the 1933 Act available or for the Exchange Offer
Registration Statement to be declared effective. To the extent permitted by law,
the Company shall inform the Initial Purchasers of the names and addresses of
the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall
have the right to contact such Holders and otherwise facilitate the tender of
Registrable Senior Securities in the Exchange Offer.

                  (b) Shelf Registration.

                  (i) If, because of any change in law or applicable
interpretations thereof by the Staff of the SEC, the Company and the Guarantor
are not permitted to effect the Exchange Offer as contemplated by Section 2(a)
hereof, (ii) if for any other reason the Exchange Offer Registration Statement
is not declared effective within 180 calendar days following the Closing Time or
the Exchange Offer is not consummated within 45 days after effectiveness of the
Exchange Offer Registration Statement, provided that such consummation shall not
be required to occur on or before July 30, 2001 (provided further that, if the
Exchange Offer Registration Statement shall be declared effective after such
180-day period or if the Exchange Offer shall be consummated after such 45-day
period, then the Company's and the Guarantor's obligations under this clause
(ii) arising from the failure of the Exchange Offer Registration Statement to be
declared effective within such 180-day period or the failure of the Exchange
Offer to be consummated within such 45-day period, respectively, shall
terminate), (iii) if any Holder (other than an Initial Purchaser) is not
eligible to participate in the Exchange Offer or elects to participate in the
Exchange Offer but does not receive fully tradeable Exchange Senior Securities
pursuant to the Exchange Offer or (iv) upon the written request of any of the
Initial Purchasers within 90 days following the consummation of the Exchange
Offer; provided that such Initial Purchaser shall hold Registrable Senior
Securities that it acquired directly from the Company and if such Initial
Purchaser is not permitted, in the reasonable opinion of counsel to such Initial
Purchaser, pursuant to applicable law or applicable interpretation of the staff
of the SEC, to participate in the Exchange Offer, the Company and the Guarantor
shall, at their cost:

                  (A) as promptly as practicable, but no later than (a) the
         210th day after the Closing Time or (b) the 60th day after such filing
         obligations arises, whichever is later, file with the SEC a Shelf
         Registration Statement relating to the offer and sale of the
         Registrable Senior Securities by the Holders from time to time in
         accordance with the methods of distribution elected by the Majority
         Holders of such Registrable Senior Securities and set forth in such
         Shelf Registration Statement;

                  (B) use their reasonable best efforts to cause such Shelf
         Registration Statement to be declared effective by the SEC as promptly
         as practicable, but in no event later than the 240th day after the
         Closing Time (or within 30 days of a request of any Initial Purchaser);
         provided that, with respect to Exchange Senior Securities received by a
         broker-dealer in exchange for any securities that were acquired by such
         broker-dealer as a result of market-making or other trading activities,
         the Company and the Guarantor may, if permitted by current
         interpretations by the staff of the SEC, file a post-effective
         amendment to the Exchange Offer Registration Statement containing the
         information required by Regulation S-K Items 507 and/or 508, as
         applicable, in satisfaction of its

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         obligations under paragraph (A) solely with respect to broker-dealers
         who acquired their Securities as a result of market-making or other
         trading activities, and any such Exchange Offer Registration Statement,
         as so amended, shall be referred to herein as, and governed by the
         provisions herein applicable to, a Shelf Registration Statement. In the
         event that the Company and the Guarantor are required to file a Shelf
         Registration Statement upon the request of any Holder (other than an
         Initial Purchaser) not eligible to participate in the Exchange Offer
         pursuant to clause (iii) above or upon the request of any Initial
         Purchaser pursuant to clause (iv) above, the Company and the Guarantor
         shall file and use their reasonable best efforts to have declared
         effective by the SEC both an Exchange Offer Registration Statement
         pursuant to Section 2(a) with respect to all Registrable Senior
         Securities and a Shelf Registration Statement (which may be a combined
         Registration Statement with the Exchange Offer Registration Statement)
         with respect to offers and sales of Registrable Senior Securities held
         by such Holder or such Initial Purchaser, as applicable, after
         completion of the Exchange Offer;

                  (C) use their reasonable best efforts to keep the Shelf
         Registration Statement continuously effective, supplemented and amended
         as required, in order to permit the Prospectus forming part thereof to
         be usable by Holders for a period of two years, plus any extensions as
         provided in Section 2(d)(iii) below, after its effective date or such
         shorter period which will terminate when all of the Registrable Senior
         Securities covered by the Shelf Registration Statement (i) have been
         sold pursuant to the Shelf Registration Statement, (ii) cease to be
         outstanding or (iii) become eligible for resale pursuant to Rule 144
         under the 1934 Act without volume restrictions; and

                  (D) notwithstanding any other provisions hereof, ensure that
         (i) any Shelf Registration Statement and any amendment thereto and any
         Prospectus forming a part thereof and any supplement thereto complies
         in all material respects with the 1933 Act and the rules and
         regulations thereunder, (ii) any Shelf Registration Statement and any
         amendment thereto does not, when it becomes effective, contain an
         untrue statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading and (iii) any Prospectus forming part of any
         Shelf Registration Statement, and any supplement to such Prospectus (as
         amended or supplemented from time to time), does not include an untrue
         statement of a material fact or omit to state a material fact necessary
         in order to make the statements, in light of the circumstances under
         which they were made, not misleading; provided, however, clauses (ii)
         and (iii) shall not apply to any information relating to any Initial
         Purchaser or any Holder furnished to the Company in writing by such
         Initial Purchaser or Holder expressly for use in the Shelf Registration
         Statement.

                  The Company and the Guarantor shall only permit (i)
Registrable Senior Securities and (ii) any outstanding unregistered Senior
Securities under the registration rights agreement dated January 17, 2001 among
the Company, the Guarantor and Initial Purchasers thereto (the "January 17, 2001
Agreement") to be included in the Shelf Registration Statement. All terms used
in subsection (ii) of this paragraph shall have the meanings assigned to them in
the January 17, 2001 Agreement.

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                  The Company and the Guarantor further agree, if necessary, to
supplement or amend the Shelf Registration Statement if reasonably requested by
the Majority Holders with respect to information relating to the Holders and
otherwise as required by Section 3(b) below, to use their reasonable best
efforts to cause any such amendment to become effective and such Shelf
Registration Statement to become usable as soon as practicable thereafter and to
furnish to the Holders of Registrable Senior Securities copies of any such
supplement or amendment promptly after its being used or filed with the SEC.

                  (c) Expenses. The Company and the Guarantor shall pay all
Registration Expenses in connection with the registration pursuant to Sections
2(a) and 2(b) and, in the case of any Shelf Registration Statement, will
reimburse the Holders or the Initial Purchasers for the reasonable fees and
disbursements of one counsel which shall be Hughes Hubbard & Reed LLP (unless
otherwise designated in writing by the Majority Holders) to act as counsel for
the Holders of the Registrable Senior Securities in connection therewith. Each
Holder shall pay all expenses of its counsel other than as set forth in the
preceding sentence, underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of such Holder's Registrable Senior
Securities pursuant to a Shelf Registration Statement.

                  (d) Effective Registration Statement.

                  (i) The Company and the Guarantor shall be deemed not to have
used their respective reasonable best efforts to cause the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case may be,
to become, or to remain, effective during the requisite periods set forth herein
if the Company or the Guarantor voluntarily takes any action that could
reasonably be expected to result in any such Registration Statement not being
declared effective or remaining effective or in the Holders of Registrable
Senior Securities covered thereby not being able to exchange or offer and sell
such Registrable Senior Securities during that period unless (A) such action is
required by applicable law or (B) such action is taken by the Company or the
Guarantor in good faith and for valid business reasons (but not including
avoidance of the Company's or the Guarantor's obligations hereunder), including
the acquisition or divestiture of assets or a material corporate transaction or
event so long as the Company and the Guarantor promptly comply with the
requirements of Section 3(k) hereof, if applicable.

                  (ii) An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b)
hereof shall not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that if, after it has been declared
effective, the offering of Registrable Senior Securities pursuant to a
Registration Statement is interfered with by any stop order, injunction or other
order or requirement of the SEC or any other governmental agency or court, such
Registration Statement shall be deemed not to have been effective during the
period of such interference, until the offering of Registrable Senior Securities
pursuant to such Registration Statement may legally resume.

                  (iii) During any 365-day period, the Company and the Guarantor
may suspend the availability of a Shelf Registration Statement and the use of
the related Prospectus, as provided in Section 3(e)(vi) and the last paragraph
of Section 3 hereof, for up to four periods of up to 45 consecutive days (except
for the consecutive 45-day period immediately prior to

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maturity of the Senior Securities), but no more than an aggregate 90 days during
any 365-day period, if any event shall occur (A) as set forth in Section 2(d)(i)
or (B) as a result of which it shall be necessary, in the good faith
determination of the board of directors of the Company or the Guarantor, to
amend the Shelf Registration Statement or amend or supplement any prospectus or
prospectus supplement thereunder in order that each such document not include
any untrue statement of fact or omit to state a material fact necessary to make
the statements therein not misleading in light of the circumstances under which
they were made, provided that any period during which the Company requires
Holders to refrain from disposing of their Registrable Senior Securities due to
a Material Event Election (an "Election Period") shall be deemed to trigger the
obligation of the Company to pay Additional Interest in accordance with Section
2(e) to the extent that such Election Period, together with all other days that
the Shelf Registration Statement has become unusable in any consecutive
twelve-month period, exceeds 90 days in the aggregate. The Two-Year Period
provided for in Section 2(b)(B) above shall be extended by an amount of time
equal to all such Election Periods.

                  (e) Increase in Interest Rate. In the event that (i) the
Exchange Offer Registration Statement is not filed with the SEC on or prior to
the 60th calendar day after the Closing Time, (ii) the Exchange Offer
Registration Statement is not declared effective on or prior to the 180th
calendar day after the Closing Time, (iii) the Exchange Offer is not consummated
on or prior to the 45th calendar day following the effective date of the
Exchange Offer Registration Statement, provided that such consummation shall not
be required to occur on or before July 30, 2001, or (iv) if required, a Shelf
Registration Statement with respect to the Registrable Senior Securities is not
declared effective on or prior to the 240th calendar day after the Closing Time,
or (v) the Election Periods exceed, in the aggregate, 90 days during any 365-day
period the per annum interest rate borne by the Registrable Senior Securities
shall be increased by one-quarter of one percent (0.25%) per annum following
such 60-day period in the case of clause (i) above, following such 180-day
period in the case of clause (ii) above, following such 45-day period in the
case of clause (iii) above, or following such 240-day period in the case of (iv)
above or 90-day period in the case of (v) above, which rate will be increased by
an additional quarter of one percent (0.25%) per annum for each 90-day period
during which noncompliance continues; provided that the aggregate increase in
such annual interest rate may in no event exceed one-half of one percent (0.50%)
per annum. Upon (w) the filing of the Exchange Offer Registration Statement
after the 60-day period described in clause (i) above, (x) the effectiveness of
the Exchange Offer Registration Statement after the 180-day period described in
clause (ii) above, (y) the consummation of the Exchange Offer after the 45-day
period described in clause (iii) above, or (z) the effectiveness of a Shelf
Registration Statement, after the 240-day period described in clause (iv) above,
the interest rate borne by the Senior Securities from the date of such filing,
effectiveness or consummation, as the case may be, shall be reduced to the
original interest rate if the Company and the Guarantor are otherwise in
compliance with this paragraph; provided, however, that, if after any such
reduction in interest rate, a different event specified in clause (i), (ii),
(iii), (iv) or (v) above occurs, the interest rate shall again be increased
pursuant to the foregoing provisions. No increase in the rate under clause (i),
(ii) or (iii) above shall be payable for any period during which a Shelf
Registration is effective.

                  (f) Specific Enforcement. Without limiting the remedies
available to the Initial Purchasers and the Holders, the Company and the
Guarantor acknowledge that any failure

                                       10
<PAGE>

by the Company and the Guarantor to comply with its obligations under Sections
2(a) and 2(b) hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it
will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Initial Purchasers or any Holder may obtain
such relief as may be required to specifically enforce the Company's and the
Guarantor's obligations under Sections 2(a) and 2(b).

                  3. Registration Procedures. In connection with the obligations
of the Company and the Guarantor with respect to the Registration Statements
pursuant to Sections 2(a) and 2(b) hereof, the Company and the Guarantor shall:

                  (a) prepare and file with the SEC a Registration Statement,
         within the time periods specified in Section 2, on the appropriate form
         under the 1933 Act, which form (i) shall be selected by the Company,
         (ii) shall, in the case of a Shelf Registration Statement, be available
         for the sale of the Registrable Senior Securities by the selling
         Holders thereof and (iii) shall comply as to form in all material
         respects with the requirements of the applicable form and include or
         incorporate by reference all financial statements required by the SEC
         to be filed therewith, and use its reasonable best efforts to cause
         such Registration Statement to become effective and remain effective in
         accordance with Section 2 hereof;

                  (b) prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary under applicable law to keep such Registration Statement
         effective for the applicable period; cause each Prospectus to be
         supplemented by any required prospectus supplement, and as so
         supplemented to be filed pursuant to Rule 424 under the 1933 Act; and
         comply with the provisions of the 1933 Act with respect to the
         disposition of all Senior Securities covered by each Registration
         Statement during the applicable period in accordance with the intended
         method or methods of distribution by the selling Holders thereof;

                  (c) in the case of a Shelf Registration, (i) notify each
         Holder of Registrable Senior Securities, at least 15 days business days
         prior to filing, that a Shelf Registration Statement with respect to
         the Registrable Senior Securities is being filed and advising such
         Holders that the distribution of Registrable Senior Securities will be
         made in accordance with the method elected by the Majority Holders;
         (ii) furnish to each Holder of Registrable Senior Securities, to
         counsel for the Initial Purchasers, to counsel for the Holders and to
         each underwriter of an underwritten offering of Registrable Senior
         Securities, if any, without charge, as many copies of each Prospectus,
         including each preliminary Prospectus, and any amendment or supplement
         thereto and such other documents as such Holder or underwriter, or
         their counsel, may reasonably request, including financial statements
         and schedules and, if the Holder so reasonably requests, all exhibits
         (including those incorporated by reference) in order to facilitate the
         public sale or other disposition of the Registrable Senior Securities;
         and (iii) subject to the last paragraph of this Section 3, hereby
         consent to the use of the Prospectus, including each preliminary
         Prospectus, or any amendment or supplement thereto by each of the
         selling Holders of Registrable Senior Securities in connection with the
         offering and sale of the

                                       11
<PAGE>

         Registrable Senior Securities covered by the Prospectus or any
         amendment or supplement thereto;

                  (d) use its reasonable best efforts to register or qualify the
         Registrable Senior Securities under all applicable state securities or
         "blue sky" laws of such jurisdictions as any Holder of Registrable
         Senior Securities covered by a Registration Statement and each
         underwriter of an underwritten offering of Registrable Senior
         Securities shall reasonably request by the time the applicable
         Registration Statement is declared effective by the SEC, to cooperate
         with the Holders in connection with any filings required to be made
         with the NASD, keep each such registration or qualification effective
         during the period such Registration Statement is required to be
         effective and do any and all other acts and things which may be
         reasonably necessary or advisable to enable such Holder to consummate
         the disposition in each such jurisdiction of such Registrable Senior
         Securities owned by such Holder; provided, however, that neither the
         Company nor the Guarantor shall be required to (i) qualify as a foreign
         corporation or as a dealer in securities in any jurisdiction where it
         would not otherwise be required to qualify but for this Section 3(d) or
         (ii) take any action which would subject it to general service of
         process or taxation in any such jurisdiction;

                  (e) in the case of a Shelf Registration, notify each Holder of
         Registrable Senior Securities and counsel for such Holders promptly
         and, if requested by such Holder or counsel, confirm such advice in
         writing promptly (i) when a Registration Statement has become effective
         and when any post-effective amendments and supplements thereto become
         effective, (ii) of any request by the SEC or any state securities
         authority for post-effective amendments and supplements to a
         Registration Statement and Prospectus or for additional information
         after the Registration Statement has become effective, (iii) of the
         issuance by the SEC or any state securities authority of any stop order
         suspending the effectiveness of a Registration Statement or the
         initiation of any proceedings for that purpose, (iv) if, between the
         effective date of a Registration Statement and the closing of any sale
         of Registrable Senior Securities covered thereby, the representations
         and warranties of the Company and the Guarantor contained in any
         underwriting agreement, securities sales agreement or other similar
         agreement, if any, relating to such offering cease to be true and
         correct in all material respects, (v) of the receipt by the Company or
         the Guarantor of any notification with respect to the suspension of the
         qualification of the Registrable Senior Securities for sale in any
         jurisdiction or the initiation or threatening of any proceeding for
         such purpose, (vi) of the happening of any event or the discovery of
         any facts during the period a Shelf Registration Statement is effective
         (including as contemplated in Section 2(d)(iii) hereof) which (A) is
         contemplated in Section 2(d)(i) or (B) makes any statement made in such
         Shelf Registration Statement or the related Prospectus untrue in any
         material respect or which requires the making of any changes in such
         Shelf Registration Statement or Prospectus in order to make the
         statements therein not misleading and (vii) of any determination by the
         Company or the Guarantor that a post-effective amendment to a
         Registration Statement would be appropriate;

                  (f) (A) in the case of an Exchange Offer, (i) include in the
         Exchange Offer Registration Statement a "Plan of Distribution" section
         covering the use of the Prospectus included in the Exchange Offer
         Registration Statement by broker-dealers who have

                                       12
<PAGE>

         exchanged their Registrable Senior Securities for Exchange Senior
         Securities for the resale of such Exchange Senior Securities, (ii)
         furnish to each broker-dealer who desires to participate in the
         Exchange Offer, without charge, as many copies of each Prospectus
         included in the Exchange Offer Registration Statement, including any
         preliminary prospectus, and any amendment or supplement thereto, as
         such broker-dealer may reasonably request, (iii) include in the
         Exchange Offer Registration Statement a statement that any
         broker-dealer who holds Registrable Senior Securities acquired for its
         own account as a result of market-making activities or other trading
         activities (a "Participating Broker-Dealer"), and who receives Exchange
         Senior Securities for Registrable Senior Securities pursuant to the
         Exchange Offer, may be a statutory underwriter and must deliver a
         prospectus meeting the requirements of the 1933 Act in connection with
         any resale of such Exchange Senior Securities, (iv) subject to the last
         paragraph of this Section 3, hereby consent to the use of the
         Prospectus forming part of the Exchange Offer Registration Statement or
         any amendment or supplement thereto, by any broker-dealer in connection
         with the sale or transfer of the Exchange Senior Securities covered by
         the Prospectus or any amendment or supplement thereto, and (v) include
         in the transmittal letter or similar documentation to be executed by an
         exchange offeree in order to participate in the Exchange Offer the
         following provision:

                  "If the undersigned is not a broker-dealer, the undersigned
                  represents that it is not engaged in, and does not intend to
                  engage in, a distribution of Exchange Senior Securities. If
                  the undersigned is a broker-dealer that will receive Exchange
                  Senior Securities for its own account in exchange for
                  Registrable Senior Securities, it represents that the
                  Registrable Senior Securities to be exchanged for Exchange
                  Senior Securities were acquired by it as a result of
                  market-making activities or other trading activities and
                  acknowledges that it will deliver a prospectus meeting the
                  requirements of the 1933 Act in connection with any resale of
                  such Exchange Senior Securities pursuant to the Exchange
                  Offer; however, by so acknowledging and by delivering a
                  prospectus, the undersigned will not be deemed to admit that
                  it is an "underwriter" within the meaning of the 1933 Act;"

                      (B) to the extent any Participating Broker-Dealer
         participates in the Exchange Offer, the Company and the Guarantor shall
         use their reasonable best efforts to cause to be delivered at the
         request of an entity representing the Participating Broker-Dealers
         (which entity shall be Merrill Lynch, Pierce, Fenner & Smith
         Incorporated, unless it elects not to act as such representative) any
         "cold comfort" letters with respect to the Prospectus in the form
         existing on the last date for which exchanges are accepted pursuant to
         the Exchange Offer and with respect to each subsequent amendment or
         supplement, if any, effected during the period specified in clause (C)
         below;

                      (C) to the extent any Participating Broker-Dealer
         participates in the Exchange Offer, the Company and the Guarantor shall
         use their reasonable best efforts to maintain the effectiveness of the
         Exchange Offer Registration Statement for a period of

                                       13
<PAGE>

         180 days following the closing of the Exchange Offer or such shorter
         period which will terminate when the Participating Broker-Dealers have
         completed all resales subject to applicable prospectus delivery
         requirements; and

                      (D) the Company and the Guarantor shall not be required to
         amend or supplement the Prospectus contained in the Exchange Offer
         Registration Statement as would otherwise be contemplated by Section
         3(b) hereof, or take any other action as a result of this Section 3(f),
         for a period exceeding 180 days after the last date for which exchanges
         are accepted pursuant to the Exchange Offer (as such period may be
         extended by the Company and the Guarantor) and Participating
         Broker-Dealers shall not be authorized by the Company and the Guarantor
         to, and shall not, deliver such Prospectus after such period in
         connection with resales contemplated by this Section 3;

                  (g) (i) in the case of an Exchange Offer, furnish counsel for
         the Initial Purchasers and (ii) in the case of a Shelf Registration,
         furnish counsel for the Holders of Registrable Senior Securities copies
         of any request by the SEC or any state securities authority for
         amendments or supplements to a Registration Statement and Prospectus or
         for additional information;

                  (h) make every reasonable effort to obtain the withdrawal of
         any order suspending the effectiveness of a Registration Statement as
         soon as practicable and provide immediate notice to each Holder of the
         withdrawal of any such order;

                  (i) in the case of a Shelf Registration, furnish to each
         Holder of Registrable Senior Securities, without charge, at least one
         conformed copy of each Registration Statement and any post-effective
         amendment thereto (without documents incorporated therein by reference
         or exhibits thereto, unless requested);

                  (j) in the case of a Shelf Registration, cooperate with the
         selling Holders of Registrable Senior Securities to facilitate the
         timely preparation and delivery of certificates representing
         Registrable Senior Securities to be sold and not bearing any
         restrictive legends; and cause such Registrable Senior Securities to be
         in such denominations (consistent with the provisions of the Indenture)
         in a form eligible for deposit with the Depositary and registered in
         such names as the selling Holders or the underwriters, if any, may
         reasonably request in writing at least one business day prior to the
         closing of any sale of Registrable Senior Securities;

                  (k) in the case of a Shelf Registration, upon the occurrence
         of any event or the discovery of any facts, each as contemplated by
         Section 3(e)(vi) hereof, use its reasonable best efforts to prepare a
         supplement or post-effective amendment to a Registration Statement or
         the related Prospectus or any document incorporated therein by
         reference or file any other required document so that, as thereafter
         delivered to the purchasers of the Registrable Senior Securities, such
         Prospectus will not contain at the time of such delivery any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements therein, in light of the circumstances under
         which they were made, not misleading. The Company and the Guarantor
         agree to notify each Holder to suspend use of the Prospectus as
         promptly as practicable after the occurrence of

                                       14
<PAGE>

         such an event, and each Holder hereby agrees to suspend use of the
         Prospectus until the Company and the Guarantor have amended or
         supplemented the Prospectus to correct such misstatement or omission.
         At such time as such public disclosure is otherwise made or the Company
         and the Guarantor determine that such disclosure is not necessary, in
         each case to correct any misstatement of a material fact or to include
         any omitted material fact, the Company and the Guarantor agree promptly
         to notify each Holder of such determination and to furnish each Holder
         such numbers of copies of the Prospectus, as amended or supplemented,
         as such Holder may reasonably request;

                  (l) obtain CUSIP numbers, ISINs and common codes for all
         Exchange Senior Securities or Registrable Senior Securities, as the
         case may be (which CUSIP numbers, ISINs and common codes, in the case
         of the Exchange Senior Securities to be issued in relation to the 2006
         Senior Notes, are to be identical to those CUSIP numbers, ISINs and
         common codes then being used by the Company's registered 6.40% Senior
         Notes due 2006 issued on March 19, 2001), not later than the effective
         date of a Registration Statement, and provide the Trustee with printed
         certificates for the Exchange Senior Securities or Registrable Senior
         Securities, as the case may be, in a form eligible for deposit with the
         Depositary;

                  (m) (i) cause the Indenture to be qualified under the Trust
         Indenture Act of 1939, as amended (the "TIA"), in connection with the
         registration of the Exchange Senior Securities, or Registrable Senior
         Securities, as the case may be, (ii) cooperate with the Trustee and the
         Holders to effect such changes to the Indenture as may be required for
         the Indenture to be so qualified in accordance with the terms of the
         TIA and (iii) execute, and use its reasonable best efforts to cause the
         Trustee to execute, all documents as may be required to effect such
         changes, and all other forms and documents required to be filed with
         the SEC to enable the Indenture to be so qualified in a timely manner;

                  (n) in the case of a Shelf Registration, enter into agreements
         (including underwriting agreements) and take all other customary and
         appropriate actions (including those reasonably requested by the
         Majority Holders of the Registrable Senior Securities being sold) in
         order to expedite or facilitate the disposition of such Registrable
         Senior Securities and in such connection, whether or not an
         underwriting agreement is entered into and whether or not the
         registration is an underwritten registration, in a manner that is
         reasonable and customary:

                           (i) make such representations and warranties to the
                  Holders of such Registrable Senior Securities and the
                  underwriters, if any, in form, substance and scope as are
                  customarily made by issuers to underwriters in similar
                  underwritten offerings as may be reasonably requested by such
                  Holders and underwriters;

                           (ii) obtain opinions of counsel to the Company and
                  the Guarantor and updates thereof (which counsel and opinions
                  (in form, scope and substance) shall be reasonably
                  satisfactory to the managing underwriters, if any, and the
                  Holders of a majority in principal amount of the Registrable
                  Senior Securities being sold) addressed to each selling Holder
                  and the underwriters, if any, covering the matters customarily
                  covered in opinions requested in sales of securities or
                  underwritten

                                       15
<PAGE>

                  offerings and such other matters as may be reasonably
                  requested by such Holders and underwriters;

                           (iii) obtain "cold comfort" letters and updates
                  thereof from the Company's and the Guarantor's independent
                  certified public accountants addressed to the underwriters, if
                  any, and will use reasonable best efforts to have such letters
                  addressed to the selling Holders of Registrable Senior
                  Securities, such letters to be in customary form and covering
                  matters of the type customarily covered in "cold comfort"
                  letters to underwriters in connection with similar
                  underwritten offerings;

                           (iv) enter into a securities sales agreement with the
                  Holders and an agent of the Holders providing for, among other
                  things, the appointment of such agent for the selling Holders
                  for the purpose of soliciting purchases of Registrable Senior
                  Securities, which agreement shall be in form, substance and
                  scope customary for similar offerings;

                           (v) if an underwriting agreement is entered into in
                  the case of an underwritten offering, cause the same to set
                  forth indemnification provisions and procedures substantially
                  equivalent to the indemnification provisions and procedures
                  set forth in Section 5 hereof with respect to the underwriters
                  and all other parties to be indemnified pursuant to Section 5
                  hereof; and

                           (vi) deliver such documents and certificates as may
                  be reasonably requested by the underwriters or the Holders and
                  as are customarily delivered in similar offerings.

                  The above shall be done at (i) the effectiveness of such
         Registration Statement (and, if appropriate, each post-effective
         amendment thereto) and (ii) each closing under any underwriting or
         similar agreement as and to the extent required thereunder. In the case
         of any underwritten offering, the Company and the Guarantor shall
         provide written notice to the Holders of all Registrable Senior
         Securities of such underwritten offering at least thirty days prior to
         the filing of a prospectus supplement for such underwritten offering.
         Such notice shall (x) offer each such Holder the right to participate
         in such underwritten offering, (y) specify a date, which shall be no
         earlier than ten business days following the date of such notice, by
         which such Holder must inform the Company of its intent to participate
         in such underwritten offering and (z) include the instructions such
         Holder must follow in order to participate in such underwritten
         offering;

                  (o) in the case of a Shelf Registration, make available for
         inspection by representatives of the Holders of the Registrable Senior
         Securities and any underwriters participating in any disposition
         pursuant to a Shelf Registration Statement and any U.S. counsel or
         accountant retained by such Holders or underwriters, all financial and
         other records, pertinent corporate documents and properties of the
         Company and the Guarantor reasonably requested by any such Persons, and
         cause the respective officers, directors, employees, and any other
         agents of the Company and the Guarantor to supply all information
         reasonably requested by any such representative, underwriter, special

                                       16
<PAGE>

         counsel or accountant in connection with a Registration Statement;
         provided that any such records, documents, properties and such
         information that is designated in writing by the Company and the
         Guarantor, in good faith, as confidential at the time of delivery of
         such records, documents, properties or information shall be kept
         confidential by any such representative, underwriter, counsel or
         accountant and shall be used only in connection with such Shelf
         Registration Statement, unless such information has become available
         (not in violation of this Agreement) to the public generally or through
         a third party without an accompanying obligation of confidentiality,
         and except that such representative, underwriter, counsel or accountant
         shall have no liability, and shall not be in breach of this provision,
         if disclosure of such confidential information is made in connection
         with a court proceeding or required by law, and the Company and the
         Guarantor shall be entitled to request that such representative,
         underwriter, counsel or accountant sign a confidentiality agreement to
         the foregoing effect. Each such person will be required to agree that
         information obtained by it as a result of such inspections shall be
         deemed confidential and shall not be used by it as the basis for any
         market transactions in the securities of the Company unless and until
         such is made generally available to the public through no fault or
         action of such person. Each selling Holder of such Registrable Senior
         Securities will be required to further agree that it will, upon
         learning that disclosure of confidential information is necessary, give
         notice to the Company to allow the Company at its expense to undertake
         appropriate action to prevent disclosure of the confidential
         information;

                  (p) (i) in the case of an Exchange Offer, a reasonable time
         prior to the filing of any Exchange Offer Registration Statement, any
         Prospectus forming a part thereof, any amendment to an Exchange Offer
         Registration Statement or amendment or supplement to a Prospectus,
         provide copies of such document to the Initial Purchasers, and make
         such changes in any such document prior to the filing thereof as the
         Initial Purchasers or their counsel may reasonably request; (ii) in the
         case of a Shelf Registration, a reasonable time prior to filing any
         Shelf Registration Statement, any Prospectus forming a part thereof,
         any amendment to such Shelf Registration Statement or amendment or
         supplement to such Prospectus, provide copies of such document to the
         Holders of Registrable Senior Securities, to the Initial Purchasers, to
         counsel on behalf of the Holders and to the underwriter or underwriters
         of an underwritten offering of Registrable Senior Securities, if any,
         and make such changes in any such document prior to the filing thereof
         as counsel to the Initial Purchasers, the Holders or any underwriter
         may reasonably request; and (iii) cause the representatives of the
         Company and the Guarantor to be available for discussion of such
         document as shall be reasonably requested by the Holders of Registrable
         Senior Securities, the Initial Purchasers on behalf of such Holders or
         any underwriter, and shall not at any time make any filing of any such
         document of which such Holders, the Initial Purchasers on behalf of
         such Holders, their counsel or any underwriter shall not have
         previously been advised and furnished a copy or to which such Holders,
         the Initial Purchasers on behalf of such Holders, their counsel or any
         underwriter shall reasonably object within a reasonable time period;

                  (q) in the case of the Exchange Offer, use their reasonable
         best efforts to cause all Exchange Senior Securities and, in the case
         of a Shelf Registration, use their reasonable best efforts to cause all
         Registrable Senior Securities, to be listed on The

                                       17
<PAGE>

         Luxembourg Stock Exchange and any other securities exchange on which
         similar debt securities issued by the Company and the Guarantor are
         then listed, if , in the case of a Shelf Registration, requested by the
         Majority Holders or by the underwriter or underwriters of an
         underwritten offering of Registrable Senior Securities, if any;

                  (r) in the case of a Shelf Registration, use their reasonable
         best efforts to cause the Registrable Senior Securities to be rated
         with the appropriate rating agencies, if so requested by the Majority
         Holders or by the underwriter or underwriters of an underwritten
         offering, unless the Registrable Senior Securities are already so
         rated;

                  (s) otherwise use their reasonable best efforts to comply with
         all applicable rules and regulations of the SEC and make available to
         its security holders, as soon as reasonably practicable, an earnings
         statement covering at least twelve months which shall satisfy the
         provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;
         and

                  (t) cooperate and assist in any filings required to be made
         with the NASD and in the performance of any due diligence investigation
         by any underwriter and its counsel.

                  In the case of a Shelf Registration Statement, the Company and
the Guarantor may (as a condition to such Holder's participation in the Shelf
Registration) require each Holder of Registrable Senior Securities to furnish to
the Company and the Guarantor or their counsel such information regarding such
Holder and the proposed distribution by such Holder of such Registrable Senior
Securities, as the Company or the Guarantor may from time to time reasonably
request, and agree in writing to be bound by the Agreement, including the
indemnification provisions.

                  In the case of a Shelf Registration Statement, each Holder
agrees that, upon receipt of any notice from the Company or the Guarantor of the
happening of any event or the discovery of any facts, each of the kind described
in Sections 2(d)(i) and 3(e)(ii)-(vii) hereof, such Holder will forthwith
discontinue disposition of Registrable Senior Securities pursuant to a
Registration Statement until such Holder's receipt of (i) the copies of the
supplemented or amended Prospectus contemplated by Section 3(k) hereof or (ii)
written notice from the Company or the Guarantor that the Shelf Registration
Statement is once again effective and that no supplement or amendment is
required. If so directed by the Company or the Guarantor, such Holder will
deliver to the Company (at the Company's expense) all copies in its possession,
other than permanent file copies then in such Holder's possession, of the
Prospectus covering such Registrable Senior Securities current at the time of
receipt of such notice.

                  If the Company or the Guarantor shall give any such notice to
suspend the disposition of Registrable Senior Securities pursuant to a Shelf
Registration Statement as a result of the happening of any event or the
discovery of any facts, each of the kind described in Sections 2(d)(i) and
3(e)(vi) hereof, the Company and the Guarantor shall be deemed to have used
their reasonable best efforts to keep the Shelf Registration Statement effective
during such period of suspension; provided that (i) such period of suspension
shall not exceed the time periods provided in Section 2(d)(iii) hereof and (ii)
the Company and the Guarantor shall, if necessary, use their reasonable best
efforts to file and have declared effective (if an amendment) as soon as
practicable an amendment or supplement to the Shelf Registration Statement and
shall

                                       18
<PAGE>

extend the period during which the Registration Statement shall be maintained
effective pursuant to this Agreement by the number of days during the period
from and including the date of the giving of such notice to and including the
date when the Holders shall have received copies of the supplemented or amended
Prospectus necessary to resume such dispositions.

                  4. Underwritten Registrations. If any of the Registrable
Senior Securities covered by any Shelf Registration are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will manage the offering will be selected by the Majority
Holders of such Registrable Senior Securities included in such offering and
shall be reasonably acceptable to the Company.

                  No Holder of Registrable Senior Securities may participate in
any underwritten registration hereunder unless such Holder (a) agrees to sell
such Holder's Registrable Senior Securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

                  5. Indemnification and Contribution.

                  (a) The Company and the Guarantor, jointly and severally,
agree to indemnify and hold harmless each Initial Purchaser, each Holder,
including Participating Broker-Dealers, each underwriter who participates in an
offering of Registrable Senior Securities, their respective affiliates, and
their respective directors, officers, employees, agents, and each Person, if
any, who controls any Initial Purchaser or any Holder within the meaning of
either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and
against any and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred by the Initial
Purchaser, any Holder or any such controlling or affiliated Person in connection
with defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement or any amendment thereof, pursuant to which Exchange
Senior Securities or Registrable Senior Securities were registered under the
1933 Act, including all documents incorporated therein by reference, or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, or
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus (as amended or supplemented if the Company and the
Guarantor shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact necessary
to make the statements therein in light of the circumstances under which they
were made not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information relating to any Initial
Purchaser or any Holder furnished to the Company and the Guarantor in writing by
such Initial Purchaser or by or relating to any Holder or underwriter who
participates in an offering of Registrable Senior Securities, in each case
expressly for use therein.

                  (b) Each Holder agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Guarantor, each Initial Purchaser,
each underwriter who participates

                                       19
<PAGE>

in an offering of Registrable Senior Securities, and the other selling Holders,
and each of their respective directors and officers (including each director and
officer of the Company and the Guarantor who signed the Registration Statement)
and each Person, if any, who controls the Company or the Guarantor, any Initial
Purchaser, any underwriter or any other selling Holder within the meaning of
either Section 15 of the 1933 Act or Section 20 of the 1934 Act from and against
any and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses described in the indemnity contained in
Section 5(a), as incurred), but only with reference to information relating to
such Holder furnished to the Company in writing by such Holder expressly for use
in any Registration Statement or any amendment thereof or any Prospectus or any
amendments or supplements thereto.

                  (c) In case any proceeding (including any governmental
investigation) shall be instituted involving any Person in respect of which
indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above,
such Person (the "indemnified party") shall promptly notify the person against
whom such indemnity may be sought (the "indemnifying party") in writing (but the
failure to so notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party except to the extent it is
materially prejudiced or harmed) and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for (a) the fees and expenses of more than one separate firm (in
addition to any local counsel) for the Initial Purchasers and all Persons, if
any, who control any Initial Purchaser within the meaning of either Section 15
of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and expenses of more
than one separate firm (in addition to any local counsel) for the Company and
the Guarantor, their respective directors, their respective officers who sign
the Registration Statement and all Persons, if any, who control the Company or
the Guarantor within the meaning of either such Section and (c) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all Holders and all Persons, if any, who control any Holders within the meaning
of either such Section, and that all such fees and expenses shall be reimbursed
as they are incurred. In the case of any such separate firm for the Initial
Purchasers and such control Persons of the Initial Purchasers, such firm shall
be designated in writing by Merrill Lynch. In the case of any such separate firm
for the Holders and such Persons who control Holders, such firm shall be
designated in writing by the Majority Holders. In all other cases, such firm
shall be designated in writing by the Company. The indemnifying party shall not
be liable for any settlement of any proceeding affected without its written
consent, but if settled with such consent or if there is a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified

                                       20
<PAGE>

party shall have requested an indemnifying party to reimburse the indemnified
party for fees and expenses of counsel as contemplated by the second and third
sentences of this paragraph, the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party
shall not have reimbursed the indemnified party in accordance with such request
prior to the date of such settlement. No indemnifying party shall, without the
prior written consent of the indemnified party, which consent shall not be
unreasonably withheld, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement (i) includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding and (ii) does not include a statement as to an admission of fault,
culpability or failure to act by or on behalf of any indemnified party.

                  (d) If the indemnification provided for in paragraph (a) or
paragraph (b) of this Section 5 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities in such proportion as is appropriate to reflect the
relative fault of the indemnifying party or parties on the one hand and of the
indemnified party or parties on the other hand in connection with the statements
or omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative fault of such
indemnifying party or parties on the one hand and the indemnified party or
parties on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or parties or such indemnified party or
parties, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company, the
Guarantor, the Initial Purchasers, and the Holders of Registrable Senior
Securities respective obligations to contribute pursuant to this Section 5 are
several in proportion to the respective number of Senior Securities they have
purchased hereunder, and not joint.

                  (e) The Company, the Guarantor, the Initial Purchasers, and
each Holder of Registrable Senior Securities agree that it would not be just or
equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation (even if the Initial Purchasers were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) above. The amount paid or
payable by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 5, no Holder shall be required to indemnify or contribute any amount in
excess of the amount by which the total price at which Registrable Senior
Securities were sold by such Holder exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall

                                       21
<PAGE>

be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 5, each Person, if
any, who controls an Initial Purchaser or Holder within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as such Initial Purchaser or Holder, and each director of the
Company or the Guarantor, each officer of the Company or the Guarantor who
signed the Registration Statement, and each Person, if any, who controls the
Company or the Guarantor within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as the
Company and the Guarantor. The remedies provided for in this Section 5 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.

                  The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Initial Purchaser or any Holder, or any Person controlling any Initial
Purchaser or any Holder, or by or on behalf of the Company or the Guarantor,
their officers or directors or any Person controlling the Company or the
Guarantor, (iii) acceptance of any of the Exchange Senior Securities and (iv)
any sale of Registrable Senior Securities pursuant to a Shelf Registration
Statement.

                  6. Miscellaneous.

                  (a) Rule 144 and Rule 144A. For so long as the Company is
subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the
Company covenants that it will file the reports required to be filed by it under
Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by
the SEC thereunder, that if it ceases to be so required to file such reports, it
will upon the request of any Holder of Registrable Senior Securities (i) make
publicly available or cause to be made publicly available such information as is
necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver
or cause to be delivered such information to a prospective purchaser as is
necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will
take such further action as any Holder of Registrable Senior Securities may
reasonably request, and (iii) take such further action that is reasonable in the
circumstances, in each case, to the extent required from time to time to enable
such Holder to sell its Registrable Senior Securities without registration under
the 1933 Act within the limitation of the exemptions provided by (x) Rule 144
under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A
under the 1933 Act, as such Rule may be amended from time to time, or (z) any
similar rules or regulations hereafter adopted by the SEC. Upon the written
request of any Holder of Registrable Senior Securities, the Company will deliver
to such Holder a written statement as to whether it has complied with such
requirements.

                  (b) No Inconsistent Agreements. Neither the Company nor the
Guarantor has entered into nor will the Company or the Guarantor on or after the
date of this Agreement enter into any agreement which is inconsistent with the
rights granted to the Holders of Registrable Senior Securities in this Agreement
or otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's or the Guarantor's other
issued and outstanding securities under any such agreements.

                                       22
<PAGE>

                  (c) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the material provisions
hereof may not be given unless the Company has obtained the written consent of
the Majority Holders of the outstanding Registrable Senior Securities affected
by such amendment, modification, supplement, waiver or departure.

                  (d) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telecopier, or any courier guaranteeing overnight delivery (i)
if to a Holder (other than an Initial Purchaser), at the most current address
set forth on the records of the Registrar under the Indenture, (ii) if to an
Initial Purchaser, at the most current address given by such Initial Purchaser
to the Company by means of a notice given in accordance with the provisions of
this Section 6(d), which address initially is the address set forth in the
Purchase Agreement; and (iii) if to the Company and the Guarantor, initially at
the address set forth in the Purchase Agreement and thereafter at such other
address, notice of which is given in accordance with the provisions of this
Section 6(d).

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when receipt is acknowledged, if telecopied; and on the next business day if
timely delivered to an air courier guaranteeing overnight delivery.

                  Copies of all such notices, demands, or other communications
shall be concurrently delivered by the Person giving the same to the Trustee, at
the address specified in the Indenture.

                  (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Senior Securities in violation of the terms hereof or of the Purchase Agreement
or the Indenture. If any transferee of any Holder shall acquire Registrable
Senior Securities, in any manner, whether by operation of law or otherwise, such
Registrable Senior Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Registrable Senior Securities, such
Person shall be conclusively deemed to have agreed to be bound by and to perform
all of the terms and provisions of this Agreement, including the restrictions on
resale set forth in this Agreement and, if applicable, the Purchase Agreement,
and such Person shall be entitled to receive the benefits hereof.

                  (f) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company and the
Guarantor on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.

                  (g) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed

                                       23
<PAGE>

shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

                  (h) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE CONFLICTS OF LAW PROVISIONS THEREOF.

                  (j) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                                       24
<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.

                                         VIACOM INC.



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




                                         VIACOM INTERNATIONAL INC., as Guarantor



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



Confirmed and Accepted,
as of the date first above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH
                 INCORPORATED

SALOMON SMITH BARNEY INC.



By:      MERRILL LYNCH, PIERCE, FENNER & SMITH
                          INCORPORATED

By:  /s/  Sabina Ceddia
   --------------------------------------------
   Name:  Sabina Ceddia
   Title: Duly Authorized Attorney


<PAGE>


                                   SCHEDULE A

                               INITIAL PURCHASERS



Merrill Lynch, Pierce, Fenner & Smith Incorporated
Salomon Smith Barney Inc.
Barclays Capital Inc.
Bear,  Stearns & Co. Inc.
Credit Suisse First Boston Corporation
UBS Warburg LLC
Scotia Capital (USA) Inc.
Utendahl Capital Partners, L.P.



<PAGE>