Exhibit 10.1 SPELLING ENTERTAINMENT GROUP INC. AND ITS SUBSIDIARIES, AS BORROWERS CREDIT AGREEMENT Dated as of September 30, 1996 VIACOM INC., AS LENDER 2 TABLE OF CONTENTSCredit Agreement • November 14th, 1996 • Spelling Entertainment Group Inc • Services-motion picture & video tape distribution • New York
CONFIDENTIAL PRESENTATION TO THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF SPELLING ENTERTAINMENT GROUP INC. SPELLING ENTERTAINMENT GROUP INC. TABLE OF CONTENTS ---------------------------------------------------------------------- ----------Spelling Entertainment Group Inc • May 21st, 1999 • Services-motion picture & video tape distribution
EXHIBIT 10.25 AMENDMENT NO. 9 TO EXCHANGE AGREEMENT AMENDMENT, dated as of January 1, 1998, by and among Spelling Entertainment Group Inc. (the "Company"), a Delaware corporation (successor-in-interest to VIE Holding Company), Viacom International...Exchange Agreement • March 31st, 1998 • Spelling Entertainment Group Inc • Services-motion picture & video tape distribution
1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into as of the 20th day of July, 1998 (the "Commencement Date"), by and between SPELLING ENTERTAINMENT GROUP INC., a Delaware corporation ("Employer"), and...Employment Agreement • November 16th, 1998 • Spelling Entertainment Group Inc • Services-motion picture & video tape distribution • California
GUARANTYSpelling Entertainment Group Inc • November 14th, 1996 • Services-motion picture & video tape distribution • New York
1- 2 Credit Agreement and the Guaranteed Obligations under the Guaranty by entering into this Pledge and Security Agreement.Pledge and Security Agreement • November 14th, 1996 • Spelling Entertainment Group Inc • Services-motion picture & video tape distribution • New York
EXHIBIT 99.1Agreement and Plan of Merger • May 20th, 1999 • Spelling Entertainment Group Inc • Services-motion picture & video tape distribution • New York
AGREEMENTEmployment Agreement • March 31st, 1998 • Spelling Entertainment Group Inc • Services-motion picture & video tape distribution
As of January 1, 1997 Peter Bachmann 5139 Bellaire Avenue North Hollywood, CA 91607 Dear Mr. Bachmann: Spelling Entertainment Group, Inc. ("Spelling"), having an address at 5700 Wilshire Boulevard, Los Angeles, California 90036, agrees to employ you...Spelling Entertainment Group Inc • November 14th, 1997 • Services-motion picture & video tape distribution • California
1 EXHIBIT 10.26 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into as of the 4th day of November, 1996 (the "Commencement Date"), by and between SPELLING ENTERTAINMENT GROUP INC., a Delaware corporation ("Employer"),...Employment Agreement • March 31st, 1997 • Spelling Entertainment Group Inc • Services-motion picture & video tape distribution • California
FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 31st, 1998 • Spelling Entertainment Group Inc • Services-motion picture & video tape distribution • New York
AMENDMENT NO. 3 AMENDMENT NO. 3, dated as of December 31, 1998 ("Amendment No. 3"), to the CREDIT AGREEMENT, dated as of September 30, 1996 (the "Credit Agreement"), among Spelling Entertainment Group Inc. and its Subsidiaries listed therein, as...Credit Agreement • March 31st, 1999 • Spelling Entertainment Group Inc • Services-motion picture & video tape distribution • New York
EXHIBIT 10.31 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the "Agreement") is entered into effective as of March 1, 1998, (the "Commencement Date") by and between Spelling Entertainment Group Inc., a...Employment Agreement • March 31st, 1998 • Spelling Entertainment Group Inc • Services-motion picture & video tape distribution • California
TAX AGREEMENT -------------Tax Agreement • March 31st, 1998 • Spelling Entertainment Group Inc • Services-motion picture & video tape distribution • New York
1 EXHIBIT 10.1 AMENDMENT NO. 7 TO EXCHANGE AGREEMENT AMENDMENT, dated as of May 3, 1997, by and among VIE Holding Company (the "Company"), a Delaware corporation (successor-in-interest to Spelling Entertainment Group Inc. ("SEGI")), Blockbuster...Exchange Agreement • May 15th, 1997 • Spelling Entertainment Group Inc • Services-motion picture & video tape distribution
COPYRIGHT MORTGAGE AND ASSIGNMENT; POWER OF ATTORNEYSpelling Entertainment Group Inc • November 14th, 1996 • Services-motion picture & video tape distribution
1 EXHIBIT 10.19 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (the "Amendment"), dated as of the 30th day of June, 1998, by and between SPELLING ENTERTAINMENT GROUP INC., a Delaware corporation ("Employer"), and JAMES MILLER...Employment Agreement • March 31st, 1999 • Spelling Entertainment Group Inc • Services-motion picture & video tape distribution
1 Exhibit 10(i) AMENDMENT NO. 1 TO EXCHANGE AGREEMENT AMENDMENT, dated as of July 8, 1995, by and among Spelling Entertainment Group Inc., a Delaware corporation and successor-in-interest to Spelling Entertainment Group Inc., a Florida corporation...Exchange Agreement • November 14th, 1995 • Spelling Entertainment Group Inc • Services-motion picture & video tape distribution
EXHIBIT 10.34 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (the "Amendment"), is made and entered into as of December 12, 1997, by and between SPELLING ENTERTAINMENT GROUP INC. ("Employer") and SALLY SUCHIL ("Employee")...Employment Agreement • March 31st, 1998 • Spelling Entertainment Group Inc • Services-motion picture & video tape distribution
the opinion, dated May 14, 1999, of Lazard Freres & Co. Inc., the financial advisor to the Special Committee, to the effect that, as of the date of such opinion, the consideration to be received by the Public Stockholders is fair to such stockholders...Spelling Entertainment Group Inc • May 21st, 1999 • Services-motion picture & video tape distribution
