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EXHIBIT 10.5
AMENDMENT NO. 5 TO EXCHANGE AGREEMENT
AMENDMENT, dated as of November 5, 1996, by and among VIE Holding
Company (the "Company"), a Delaware corporation (successor-in-interest to
Spelling Entertainment Group Inc. ("SEGI")), Blockbuster Entertainment Group
("BEG"), a division of Viacom International Inc., a Delaware corporation
(successor-in-interest to Blockbuster Entertainment Corporation), and SEGI
Holding Co. ("SEGI Holding"), a Delaware corporation, (successor-in-interest to
Blockbuster Interactive Entertainment, Inc.), to that certain Exchange
Agreement by and among the Company, BEG and SEGI Holding, dated as of June 30,
1994, amended as of July 8, 1995, November 7, 1995, February 22, 1996 and May
6, 1996 and assigned by SEGI to the Company as of December 8, 1995 (as so
amended and assigned, the "Agreement").
WHEREAS, the Company, BEG and SEGI Holding have agreed to amend certain
provisions of the Agreement pertaining to BEG's Put Right and the Company's
Call Right;
NOW, THEREFORE, in consideration of the premises and pursuant to Section
12.3 of the Agreement, the Company, BEG and SEGI Holding hereby agree as
follows:
1. Section 10.5(c) of the Agreement is hereby amended to
read in its entirety as follows:
"(c) The options provided for in this Section 10.5 are
collectively referred to herein as the "Put Right." The Put
Right may be exercised by BEG at any time within the 90 day
period commencing on November 6, 1996 and concluding on January
31, 1997."
2. Section 10.6(b) of the Agreement is hereby amended to
read in its entirety as follows:
"(b) The options provided for in this Section 10.6 are
referred to herein as the "Call Right." The Call Right may be
exercised by the Company at any time within the 90 day period
commencing on November 6, 1996 and concluding on January 31,
1997."
3. This Amendment shall be deemed effective as of November
6, 1996.
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4. Except as expressly provided in this Amendment, the
Agreement shall not be deemed amended, modified or altered in any manner
whatsoever.
5. Capitalized terms not otherwise defined herein shall
have the meaning given to them in the Agreement.
6. This Amendment may be executed in one or more
counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the
same agreement.
IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 5 to
Exchange Agreement to be duly executed on this 5th day of November, 1996.
BLOCKBUSTER ENTERTAINMENT GROUP,
a division of Viacom International Inc.
By: /s/ XXXXXX X. XXXXX, XX.
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Name: Xxxxxx X. Xxxxx, Xx.
Title: Senior Vice President,
Chief Financial Officer
SEGI HOLDING CO.
By: /s/ XXXXXX X. XXXXX, XX.
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Name: Xxxxxx X. Xxxxx, Xx.
Title: Senior Vice President,
Treasurer
VIE HOLDING COMPANY
By: /s/ XXXXX XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title: President
