CONFORMED COPY
AMENDMENT NO. 1, dated as of May 9, 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 of such agreement to provide
for a change in the Commitment Termination Date and the Commitments identified
on Schedule II to the Credit Agreement, and for certain
other related matters.
NOW THEREFORE, the parties hereto agree as follows:
SECTION 1. Amendments.
(a) The definition of Commitment Termination Date in section
1.1 of the Credit Agreement is hereby amended by deleting the reference therein
to "May 9, 1997" and substituting in lieu thereof "May 8, 1998".
(b) The definition of Applicable Eurodollar Rate Margin in
Section 1.1 of the Credit Agreement is hereby amended and restated in its
entirety as follows:
""Applicable Eurodollar Rate Margin" shall mean on any date the
percentage set forth below opposite the Credit Rating applicable on such date:
CREDIT RATING MARGIN
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BBB-/Baa3 or better .375%
BB+/Bal or lower .525%"
(c) The following defined terms in Section 1.1 of the Credit
Agreement are hereby deleted in their entirety: "Amendment", "Blockbuster",
"Cable Transaction", "Cable Transaction Effective Date", "Franchise", "Merger",
"Non-Cable Business", "September Agreement", "Transaction Documents", and "VII
Services".
(d) The definition of "July Agreements" is hereby amended by
deleting the reference therein to the "Credit Agreement, dated as of July 1,
1994" and substituting in lieu thereof "Amended and Restated Credit Agreement,
dated as of March 26, 1997".
(e) The definition of "EBIT" in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety as follows:
""EBIDT" means, at any time, the Earnings from Operations of the
Borrower and its Subsidiaries on a consolidated basis as set forth in the
statement of operations of the Borrower and its Subsidiaries for the immediately
preceding four Fiscal Quarters for which financial statements have been
delivered to the Banks pursuant to Section 8.8 of this Agreement (adjusted to
account for material dispositions during such four Fiscal Quarters), plus (to
the extent previously deducted) (a) the sum of the following expenses of the
Borrower and its Subsidiaries for such period: (i) depreciation expense; (ii)
amortization expense (including all amortization expenses recognized in
accordance with APB 16 and 17 but excluding (A) all other amortization of
programming, production and pre-publication costs and (B) amortization of
videocassettes); (iii) expenses accrued under the Incentive Plans for such
period; (iv) in the event that, during such period, the Borrower or any of its
Subsidiaries acquires all or substantially all of the assets or Equity of any
other Person or any Equity in any other Person that is reported on an equity
basis, the EBIDT of such Person, as determined in accordance with the terms of
this definition, shall be included in the EBIDT of the Borrower for all Fiscal
Quarters during such period; and (v) all other non-cash charges; less (b) the
proportional EBIDT of the interests held by any other Person in entities fully
consolidated with the Borrower and its Subsidiaries, as determined in accordance
with the terms of this definition. In calculating EBIDT, any losses of United
Paramount Network prior to December 31, 1996 shall be disregarded. In addition,
for the purposes of Section 7.2 only, EBIDT shall be calculated on an actual
historical basis without taking into account acquisitions or dispositions during
any relevant calculation period."
(f) The definition of "Subsidiary Facility" in Section 1.1 of
the Credit Agreement is hereby amended and restated in its entirety as follows:
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"Subsidiary Facility" means the "Subsidiary Facility" as defined in
the agreement described in clause (i) of the definition of "July Agreements".
(g) Schedule I which is attached to the Credit Agreement is
hereby amended and restated in its entirety by substituting Schedule I to this
Amendment No. 1 for such earlier schedule in its entirety.
(h) Schedule II which is attached to the Credit Agreement is
hereby amended and restated in its entirety by substituting Schedule II to this
Amendment No. 1 for such earlier schedule in its entirety.
(i) Schedule 1.1 of the Credit Agreement is hereby amended and
restated in its entirety by substituting Schedule 1.1 to this Amendment No. 1
for such earlier schedule in its entirety.
(j) Section 6.4 of the Credit Agreement is hereby amended by
deleting the references therein to "December 31, 1995" and substituting in lieu
thereof "December 31, 1996".
(k) Section 6.14 of the Credit Agreement is hereby amended by
(A) deleting the fifth sentence therein, and (B) deleting the reference to "or
any Franchise" in the last sentence therein.
(l) Section 7.1 of the Credit Agreement is hereby amended by
replacing the table therein with the following table:
Date Ratio
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Through December 31, 1997 5.25x
March 31, 1998 and thereafter 4.50x
(m) Section 7.3 of the Credit Agreement is hereby amended by
deleting the words "commencing September 30, 1994" and by deleting the remainder
of the sentence following the second reference to "Subsidiaries" therein, and
replacing the deleted text with "as of September 30, 1994".
(n) Section 8.1 of the Credit Agreement is hereby amended by
deleting the reference to "and Franchises" therein.
(o) Section 9.1(iii) of the Credit Agreement is hereby amended
by deleting the reference therein to the
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"Initial Funding Date" and substituting in lieu thereof "Original Funding Date
(as defined in the July Agreements)".
(p) Sections 9.6 and 9.7 of the Credit Agreement are each
hereby amended by replacing every reference therein to "$300 million" with a
reference to "$500 million".
SECTION 2. Effectiveness This Amendment will be effective as of the
date hereof and satisfaction of the following conditions precedent:
(a) The execution of counterparts hereof by each of the Borrower,
the Guarantors, and each of the Banks, Facility Agents, Managing Agents and
Agents.
(b) Delivery to the Documentation Agent of (i) satisfactory written
evidence that this Amendment and the Credit Agreement have been duly authorized,
executed and delivered by the Borrower and the Guarantors, and (ii) a favorable
written opinion of Michael D. Fricklas, Deputy General Counsel to the Loan
Parties, in substantially the form of Exhibit A hereto.
(c) 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. Funding Adjustments. As of the effectiveness of this
Amendment (and after giving effect to any adjustments of Commitments effected by
the amendment of Schedule II to the Credit Agreement), if the aggregate
outstanding Loans of any Bank are less than or exceed such Bank's Ratable
Portion of all outstanding Loans, such Bank shall forthwith on such date make an
additional Loan hereunder (in the case of a deficiency), or, the Borrower shall
repay such Bank's Loans (in the case of an excess) in such amount as shall be
necessary to cause such Bank's Loans
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thereafter to equal its Ratable Portion of all outstanding Loans on the date
hereof.
SECTION 5. Miscellaneous. (a) Capitalized terms used herein and not
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 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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SECTION 6. Guarantor Confirmation. By signing below, each Guarantor
hereby agrees to the terms of the foregoing Amendment.
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: /s/ Vaughn A. Clark
-----------------------------------------
Name: Vaughn A. Clark
Title: Executive Vice President,
Treasurer
VIACOM INC.,
as a Guarantor
By: /s/ Vaughn A. Clark
-----------------------------------------
Name: Vaughn A. Clark
Title: Senior Vice President,
Treasurer
VIACOM INTERNATIONAL INC., as a
Guarantor
By: /s/ Vaughn A. Clark
-----------------------------------------
Name: Vaughn A. Clark
Title: Senior Vice President,
Treasurer
Managing Agents
THE BANK OF NEW YORK, as Managing
Agent, the Documentation Agent and
a Bank
By: /s/ Geoffrey C. Brooks
-----------------------------------------
Name: Geoffrey C. Brooks
Title: Vice President
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CITIBANK, N.A., as Managing Agent,
the Administrative Agent and a Bank
By: /s/ Robert H. Johnson, Jr.
-----------------------------------------
Name: Robert H. Johnson, Jr.
Title: Attorney-in-Fact
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Managing Agent and a
Bank
By: /s/ George J. Stapleton
-----------------------------------------
Name: George J. Stapleton
Title: Vice President
BANK OF AMERICA NT&SA, as Managing
Agent and a Bank
By: /s/ Russell D. Solomon
-----------------------------------------
Name: Russell D. Solomon
Title: Vice President
Syndication Agent
JP MORGAN SECURITIES INC., as the
Syndication Agent
By: /s/ Stephan J. Kenneally
-----------------------------------------
Name: Stephan J. Kenneally
Title: Vice President
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Agents
BANKBOSTON, N.A., as Agent and a
Bank
By: /s/ Jennifer R. Buras
-----------------------------------------
Name: Jennifer R. Buras
Title: Director
BANK OF MONTREAL, CHICAGO
BRANCH, as Agent and a Bank
By: /s/ Karen Klapper
-----------------------------------------
Name: Karen Klapper
Title: Director
THE BANK OF NOVA SCOTIA, as Agent
and a Bank
By: /s/ Terry K. Fryett
-----------------------------------------
Name: Terry K. Fryett
Title: Authorized Signatory
THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), as Agent and a Bank
By: /s/ John P. Haltmaier
-----------------------------------------
Name: John P. Haltmaier
Title: Vice President
CANADIAN IMPERIAL BANK OF COMMERCE,
as Agent and a Bank
By: /s/ Deborah D. Strek
-----------------------------------------
Name: Deborah D. Strek
Title: Managing Director
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CREDIT LYONNAIS NEW YORK BRANCH, as
Agent and a Bank
By: /s/ Mark D. Thorsheim
-----------------------------------------
Name: Mark Thorsheim
Title: Vice President
CREDIT SUISSE FIRST BOSTON, as
Agent and a Bank
By: /s/ Joseph A. Coneeny
-----------------------------------------
Name: Joseph A. Coneeny
Title: Managing Director
By: /s/ Todd C. Morgan
-----------------------------------------
Name: Todd C. Morgan
Title: Vice President
THE FUJI BANK, LIMITED, NEW YORK
BRANCH, as Agent and a Bank
By: /s/ Teiji Teramoto
-----------------------------------------
Name: Teiji Teramoto
Title: Vice President and
Manager
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, as Agent and a Bank
By: /s/ William Kennedy
-----------------------------------------
Name: William Kennedy
Title: Vice President
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LLOYDS BANK PLC, as Agent
and a Bank
By: /s/ Paul D. Briamonte
-----------------------------------------
Name: Paul D. Briamonte
Title: Vice President
By: /s/ Stephen J. Attree
-----------------------------------------
Name: Stephen J. Attree
Title: Assistant Vice
President
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, as Agent and a Bank
By: /s/ Shuichi Tajima
-----------------------------------------
Name: Shuichi Tajima
Title: Deputy General Manager
MELLON BANK, N.A., as Agent and a
Bank
By: /s/ G. Louis Ashley
-----------------------------------------
Name: G. Louis Ashley
Title: First Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION, as Agent and a Bank
By: /s/ Patricia Loret de Mola
-----------------------------------------
Name: Patricia Loret de Mola
Title: Senior Vice President
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THE NIPPON CREDIT BANK, LTD., LOS
ANGELES AGENCY, as Agent and a Bank
By: /s/ Jay Schwartz
-----------------------------------------
Name: Jay Schwartz
Title: Vice President and
Manager
ROYAL BANK OF CANADA, as Agent and a
Bank
By: /s/ Cynthia K. Wong
-----------------------------------------
Name: Cynthia K. Wong
Title: Manager
THE SAKURA BANK, LIMITED, as Agent
and a Bank
By: /s/ Yoshikazu Nagura
-----------------------------------------
Name: Yoshikazu Nagura
Title: Vice President
THE SANWA BANK, LIMITED., NEW YORK
BRANCH, as Agent and a Bank
By: /s/ Dominic J. Sorresso
-----------------------------------------
Name: Dominic J. Sorresso
Title: Vice President
SOCIETE GENERALE, as Agent and a Bank
By: /s/ Elaine Khalil
-----------------------------------------
Name: Elaine Khalil
Title: Vice President
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THE SUMITOMO BANK, LIMITED, NEW YORK
BRANCH, as Agent and a Bank
By: /s/ John C. Kissinger
-----------------------------------------
Name: John C. Kissinger
Title: Joint General Manager
TORONTO DOMINION (NEW YORK), INC.,
as Agent and a Bank
By: /s/ Debbie A. Greene
-----------------------------------------
Name: Debbie A. Greene
Title: Vice President
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