Exhibit 10.1
AMENDMENT NO. 3, dated as of May 8, 1998 (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 a party
thereto, 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 an
extension of the Commitment Termination Date and for certain other 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
8, 1998" and substituting in lieu thereof "May 7, 1999".
(b) The definition of Managing Agent in section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety as follows:
"MANAGING AGENTS" means each of 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, acting
in such capacity.
(c) 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. 3 for such earlier schedule in its entirety.
(d) 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. 3 for such earlier schedule in its entirety.
SECTION 2. EFFECTIVENESS. This Amendment will be effective upon its
execution 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 each of the 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 (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 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.
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(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 6. 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: /s/ George S. Smith, Jr.
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Name: George S. Smith, Jr.
Title: Senior Vice President and
Chief Financial Officer
VIACOM INC.,
as a Guarantor
By: /s/ George S. Smith, Jr.
------------------------------
Name: George S. Smith, Jr.
Title: Senior Vice President and
Chief Financial Officer
VIACOM INTERNATIONAL INC., as a Guarantor
By: /s/ George S. Smith, Jr.
------------------------------
Name: George S. Smith, Jr.
Title: Senior Vice President and
Chief Financial Officer
Managing Agents
THE BANK OF NEW YORK, as Managing Agent,
the Documentation Agent and a Bank
By: /s/ Geoffrey C. Brooks
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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/ Eileen G. Ogimachi
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Name: Eileen G. Ogimachi
Title: Attorney-In-Fact
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Managing Agent and a Bank
By: /s/ John M. Mikolay
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Name: John M. Mikolay
Title: Vice President
BANK OF AMERICA NT&SA, as Managing
Agent and a Bank
By: /s/ Carl F. Salas
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Name: Carl F. Salas
Title: Vice President
THE CHASE MANHATTAN BANK, as Managing Agent and a Bank
By: /s/ John P. Haltmaier
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Name: John P. Haltmaier
Title: Vice President
SYNDICATION AGENT
JP MORGAN SECURITIES INC., as the Syndication Agent
By: /s/ Joseph E. Tyler
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Name: Joseph E. Tyler
Title: Vice President
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