EXHIBIT 10.1
AMENDMENT NO. 4, dated as of September 27, 1999 (the "Amendment") to
the AMENDED AND RESTATED CREDIT AGREEMENT (the "Credit Agreement"), dated as of
March 26, 1997, as amended, among VIACOM INC., a Delaware corporation (the
"Borrower"), the Bank parties thereto from time to time, 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, BANK OF AMERICA, N.A. (formerly known as BANK OF
AMERICA NT&SA), as a Managing Agent, THE CHASE MANHATTAN BANK, as a Managing
Agent, JP MORGAN SECURITIES INC., as a Syndication Agent, BANC of AMERICA
SECURITIES, LLC (formerly known as BANK OF AMERICA NT&SA), as Syndication Agent,
the Banks identified as Agents on the signature pages thereof, as Agents, and
the Banks identified as Co-Agents on the signature pages thereof, as Co-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 covenants in the Credit Agreement, and for certain other matters.
NOW THEREFORE, the parties hereto agree as follows:
SECTION 1. Amendments.
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(a) Section 1.1 of the Credit Agreement is hereby amended by
inserting the following:
"Blockbuster Split-off" means the deconsolidation and split-off of
Blockbuster Inc. from the Borrower through an initial public offering
and an exchange offer or subsequent distribution of the shares of
Blockbuster Inc. held by the Borrower to the shareholders of the
Borrower.
(b) Section 7.3 of the Credit Agreement is hereby amended by inserting
at the end thereof "; provided, however, that for purposes of this Section 7.3
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as of any date, the Net Worth of the Borrower and its Subsidiaries as of
September 30, 1994 shall be reduced by an amount equal to the reduction of the
Net Worth of Borrower and its
Subsidiaries through such date in connection with the Blockbuster Split-off."
(c) Section 8.8(c) of the Credit Agreement is hereby amended by
deleting "and" and the end of clause (i) and inserting "," in lieu thereof and
by inserting at the end of clause (ii) "and (iii) specifying the amount of the
reduction of the Net Worth as of such date in connection with the Blockbuster
Split-off referred to in Section 7.3."
SECTION 2. Consent to Blockbuster Split-off. The parties hereto
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consent to the Blockbuster Split-off and agree that it shall not be deemed a
sale under Section 9.3 of a substantial portion of the consolidated assets of
the Borrower and its Subsidiaries taken as a whole.
SECTION 3. Effectiveness. This Amendment will be effective upon the
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execution of counterparts hereof by the Borrower 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.
SECTION 4. Representations and Warranties. The Borrower hereby
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represents and warrants that as of the date hereof (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 5. Miscellaneous. (a) Capitalized terms used herein and not
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otherwise defined herein shall have the meanings ascribed to them in the Credit
Agreement.
(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
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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.
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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 INC., as Borrower
By:___________________________________
Name:
Title:
Managing Agents
THE BANK OF NEW YORK, as Managing Agent,
the Documentation Agent and a Bank
By:___________________________________
Name:
Title:
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:
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BANK OF AMERICA, N.A. (formerly known as
BANK OF AMERICA NT&SA), as Managing
Agent and a Bank
By:___________________________________
Name:
Title:
THE CHASE MANHATTAN BANK, as Managing
Agent and a Bank
By:___________________________________
Name:
Title:
Syndication Agents
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JP MORGAN SECURITIES INC., as
Syndication Agent
By:___________________________________
Name:
Title:
BANC OF AMERICA SECURITIES, LLC
(formerly known as THE BANK OF AMERICA
NT&SA), as Syndication Agent
By:___________________________________
Name:
Title:
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