EXHIBIT 10.2
AMENDMENT NO. 1 (this "Amendment") dated as of April 17
2000, to the AMENDED AND RESTATED CREDIT AGREEMENT (the
"Agreement") entered into as of December 10, 1999, among
INFINITY BROADCASTING CORPORATION, a Delaware corporation
("Infinity"); each Subsidiary Borrower (as defined in the
Agreement); CBS CORPORATION, a Pennsylvania corporation ("CBS"),
as a guarantor; the Lenders (as defined in the Agreement); BANK
OF AMERICA, N.A. ("Bank of America") and THE TORONTO-DOMINION
BANK ("Toronto Dominion"), as syndication agents for the Lenders
(in such capacity, the "Syndication Agents"); THE CHASE
MANHATTAN BANK, a New York banking corporation ("Chase"), as
documentation agent for the Lenders; and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, a New York banking corporation ("Morgan"),
as administrative agent for the Lenders.
The Agreement is hereby amended as follows:
SECTION 1. Amendment. (a) The definition of the term "CBS
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Consolidated EBITDA" is hereby deleted and replaced in its entirety by the
following new definition:
"CBS Consolidated EBITDA" shall mean, with respect to CBS and its
Consolidated Subsidiaries for any period, operating profit (loss)
(excluding that related to Discontinued Operations), plus other income
(loss), plus interest income, plus depreciation and amortization
(excluding amortization related to programming rights, prepublication
costs and videocassettes), excluding (a) gains (losses) on sales of
assets (except (I) gains (losses) on sales of inventory sold in the
ordinary course of business and (II) gains (losses) on sales of other
assets if such gains (losses) are less than $10,000,000 individually
and less than $50,000,000 in the aggregate during such period), (b)
other non-cash items (including (i) provisions for losses and
additions to valuation allowances, (ii) provisions for restructuring,
litigation and environmental reserves and losses on the Disposition of
businesses and (iii) pension settlement charges), in each case
determined for such period on a basis consistent with that reported in
CBS's Form 10-Q for the fiscal quarter ended September 30, 1998 filed
with the SEC, minus cash payments made
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during such period in respect of non-cash charges taken during any
previous period (excluding cash payments in respect of non-cash
charges taken prior to December 31, 1998) and (c) nonrecurring
expenses incurred in connection with the merger of CBS and Viacom Inc.
("Viacom") pursuant to the Agreement and Plan of Merger dated as of
September 6, 1999, as amended and restated as of October 8, 1999 and
as of November 23, 1999, by and among CBS, Viacom and Viacom/CBS LLC.
(b) The definition of the term "CBS Consolidated Total Funded
Indebtedness" in Section 1.1 of the Agreement is hereby deleted and replaced in
its entirety by the following new definition:
"CBS Consolidated Total Funded Indebtedness" shall mean with respect
to CBS and its Consolidated Subsidiaries at any date, without
duplication, (i) all obligations of such Person for borrowed money
(including, without limitation, in the case of the Borrower, the
obligations of the Borrower for borrowed money under this Agreement),
(ii) all obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments, (iii) all obligations of such
Person to pay the deferred purchase price of Property or services,
except as provided below, (iv) all obligations of such Person as
lessee under Capital Lease Obligations, (v) all Indebtedness of others
secured by a Lien on any Property of such Person, whether or not such
Indebtedness is assumed by such Person, (vi) all Indebtedness of
others directly or indirectly guaranteed or otherwise assumed by such
Person, including any obligations of others endorsed (otherwise than
for collection or deposit in the ordinary course of business) or
discounted or sold with recourse by such Person, or in respect of
which such Person is otherwise directly or indirectly liable,
including, without limitation, any Indebtedness in effect guaranteed
by such Person through any agreement (contingent or otherwise) to
purchase, repurchase or otherwise acquire such obligation or any
security therefor, or to provide funds for the payment or discharge of
such obligation, or to maintain the solvency or any balance sheet or
other financial condition of the obligor of such obligation, provided
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that Indebtedness of the Borrower and its Subsidiaries shall not
include guarantees of Indebtedness that
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are identified on Schedule 1.1 hereto, (vii) all obligations of such
Person as issuer, customer or account party under letters of credit or
bankers' acceptances that are either drawn or that back financial
obligations that would otherwise be Indebtedness; provided, however,
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that in each of the foregoing clauses (i) through (vii) Indebtedness
shall not include (a) obligations of CBS and its Subsidiaries in
connection with Discontinued Operations and (b) obligations (other
than under the Existing Credit Agreement, as amended and restated, or
the Amended and Restated Viacom International Inc. Credit Agreement,
dated as of March 26, 1997, among Viacom International Inc., the banks
parties thereto, The Bank of New York, Citibank, N.A., Morgan Guaranty
Trust Company of New York, Bank of America NT&SA and The Chase
Manhattan Bank, as Managing Agents, The Bank of New York, as
Documentation Agent, Citibank, N.A., as the Administrative Agent, JP
Morgan Securities Inc. and Bank of America NT&SA, as the Syndication
Agents, 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) specifically with respect to the
production, distribution and acquisition of motion pictures or other
programming rights, talent or publishing rights.
(c) Section 1.1 of the Agreement is hereby amended by inserting the
following definition for the term "New Infinity Credit Agreements" in the
appropriate alphabetical order:
"New Infinity Credit Agreements" shall mean the 364-Day Credit
Agreement and the Five-Year Credit Agreement among Infinity, the
Subsidiary Borrowers (as defined therein) parties thereto, the lenders
named therein, Bank of America, N.A. and FleetBoston, as syndication
agents, The Bank of New York, as documentation agent and The Chase
Manhattan Bank as administrative agent, as amended, supplemented or
otherwise modified from time to time.
(d) Section 5.6 of the Agreement is hereby amended:
(i) by inserting the words "and the New Infinity Credit Agreements"
before the word "and" in clause (ii) thereof; and
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(ii)by substituting "$600,000,000" for "$300,000,000" at the end
thereof.
(e) Section 5.7 of the Agreement is hereby amended by inserting a
comma followed by the following words immediately preceding the colon therein:
provided that as soon as and for so long as the senior unsecured long-
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term debt ratings of Infinity are equal to or greater than A- by S&P
and A3 by Moody's for any period, such condition shall be suspended.
(f) Section 5.8 of the Agreement is hereby amended by inserting a
comma immediately followed by the following words at the end thereof:
provided that as soon as and for so long as the senior unsecured long-
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term debt ratings of Infinity are equal to or greater than A- by S&P
and A3 by Moody's for any period, such condition shall be suspended.
(g) Section 5.11 of the Agreement is hereby deleted in its entirety.
SECTION 2. Conditions to Effectiveness. This Amendment shall become
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effective as of the date of the consummation of the merger of CBS and Viacom
pursuant to the Agreement and Plan of Merger dated as of September 6, 1999, as
amended and restated as of October 8, 1999 and as of November 23, 1999, by and
among CBS Corporation, Viacom Inc. and Viacom/CBS LLC; provided that Sections
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1(d) and 1(g) of this Amendment, shall become effective as of the date on which
the Administrative Agent shall have received counterparts of this Amendment
that, when taken together, bear the signatures of the Borrower and the Required
Lenders under the Agreement.
Except as expressly set forth above, all the provisions of the
Agreement are hereby ratified and confirmed by all the parties and shall remain
in full force and effect. All references in the Agreement to "this Agreement"
shall be read as references to the Agreement, as amended by this Amendment.
SECTION 3. Counterparts. This Amendment may be executed in two or
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more counterparts, all of which shall be considered one and the same agreement.
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SECTION 4. Applicable Law. This Amendment shall be construed in
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accordance with and governed by the laws of the State of New York applicable to
agreements made within such State, without regard to conflicts of law provisions
and principles of such State.
IN WITNESS WHEREOF, each of the parties hereto have executed this
Amendment as of the date first above written.
INFINITY BROADCASTING CORPORATION,
by
/s/ Farid Suleman
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Name: Farid Suleman
Title: Executive Vice President,
Chief Financial Officer
and Treasurer
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
Administrative Agent,
by
/s/ Dennis Wilczek
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Name: Dennis Wilczek
Title: Associate
CBS CORPORATION, as guarantor,
by
/s/ Farid Suleman
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Sr. Vice President, Finance
and Treasurer
Farid Suleman