AMENDMENT NO. 2, dated as of June 30, 1997 (the "Amendment") to the
FILM FINANCE CREDIT AGREEMENT, dated as of May 10, 1996, as amended, (the
"Credit Agreement") among VIACOM FILM FUNDING COMPANY INC., a Delaware
corporation (the "Borrower"), VIACOM Inc., a Delaware corporation and VIACOM
INTERNATIONAL INC., a Delaware corporation (the "Guarantors"), each of the
several Banks, THE BANK OF NEW YORK, as a Managing Agent and as the
Documentation Agent, CITIBANK, N.A., as a Managing Agent and as the
Administrative Agent, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as a Managing
Agent, JP MORGAN SECURITIES INC., as the Syndication Agent, BANK OF AMERICA
NT&SA, as a Managing Agent, and the Banks identified as Agents on the signature
pages thereof, as Agents.
WITNESSETH:
WHEREAS, the parties who have heretofore entered into the Credit
Agreement now desire to amend certain provisions thereof to provide for changes
in the financial covenants in the Credit Agreement, and for certain other
related matters.
NOW THEREFORE, the parties hereto agree as follows:
SECTION 1. Amendments.
(a) The definition of "EBIDT" in Section 1.1 of the Credit Agreement
is hereby amended by deleting "and" before clause (a)(v) and adding a new
section following clause (a)(v) to read "and (vi) interest charges related to
securitization and financing transactions, the accounting treatment of which is
governed by any Financial Accounting Standards Board statement".
(b) The definition of "Total Cash Interest and Preferred Dividends"
in Section 1.1 of the Credit Agreement is hereby amended by adding at the end
thereof "; and (iii) those interest charges related to securitization and
financing transactions that were added back pursuant to clause (a)(vi) of the
EBIDT definition".
(c) Section 7.1 of the Credit Agreement is hereby amended by replacing
the table therein with the following table:
Date Ratio
---- -----
Through September 30, 1997 5.75x
December 31, 1997 5.50x
March 31, 1998 5.25x
June 30, 1998 5.00x
September 30, 1998 4.75x
December 31, 1998 4.50x
March 31, 1999 and thereafter 4.00x
(d) Section 7.2 of the Credit Agreement is hereby amended by
replacing the table therein with the following table:
Date Ratio
---- -----
Through March 31, 1998 2.15x
June 30, 1998 and September 30, 1998 2.20x
December 31, 1998 and thereafter 2.25x
SECTION 2. Effectiveness This Amendment will be effective as of
June 30, 1997 and satisfaction of the following conditions precedent:
(a) The execution of counterparts hereof by each of the Borrower, the
Guarantors, and each of the Facility Agents and Managing Agents on their own
behalf and on behalf of the Banks consenting to the execution of this Amendment,
and the execution of written consents by the Majority Banks.
(b) The Borrower shall have paid all costs, accrued and unpaid fees
and expenses (including, without limitation, the legal fees and expenses), in
each case to the extent then due and payable under the Credit Agreement.
SECTION 3. Representations and Warranties. Each of the Borrower and
the Guarantors hereby represents and warrants that as of the date hereof, after
giving effect to this Amendment that (i) the representations and warranties
contained in Article VI of the Credit Agreement (other than those stated to be
made as of a particular date) are true and correct in all material respects on
and as of the date hereof as though made on the date hereof, and (ii) no Default
or Event of Default shall exist or be continuing under the Credit Agreement.
SECTION 4. Miscellaneous. (a) Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in the Credit
Agreement.
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(b) Except as amended hereby, all of the terms of the Credit
Agreement shall remain and continue in full force and effect and are hereby
confirmed in all respects.
(c) This Amendment shall be a Loan Document for the purposes of the
Credit Agreement.
(d) This Amendment may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures thereto
were upon the same instrument. Delivery of an executed counterpart of a
signature page of this Amendment by telecopier shall be effective as delivery of
a manually executed counterpart of this Amendment.
(e) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
SECTION 5. Guarantor Confirmation. By signing below, each Guarantor
hereby agrees to the terms of the foregoing Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
VIACOM FILM FUNDING COMPANY INC.,
as Borrower
By:________________________________
Name:
Title:
VIACOM INC.,
as a Guarantor
By:________________________________
Name:
Title:
VIACOM INTERNATIONAL INC., as a Guarantor
By:________________________________
Name:
Title:
Managing Agents
THE BANK OF NEW YORK, as Managing Agent, the
Documentation Agent and a Bank
By:________________________________
Name:
Title:
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CITIBANK, N.A., as Managing Agent, the Administrative
Agent and a Bank
By:________________________________
Name:
Title:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Managing
Agent and a Bank
By:________________________________
Name:
Title:
BANK OF AMERICA NT&SA, as Managing Agent and a Bank
By:________________________________
Name:
Title:
Syndication Agent
-----------------
JP MORGAN SECURITIES INC., as the Syndication Agent
By:________________________________
Name:
Title:
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