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EXHIBIT 10.5
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of December 31, 1996 ("Amendment No. 1"), to
the CREDIT AGREEMENT, dated as of September 30, 1996 (the "Credit Agreement"),
among Spelling Entertainment Group Inc. and its Subsidiaries listed therein, as
Borrowers and VIACOM INC., as Lender.
W I T N E S S E T H:
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WHEREAS, the Borrowers have requested an amendment be made to a certain
provision of the Credit Agreement;
WHEREAS, the parties who have heretofore entered into the Credit
Agreement now desire to amend such provision of such agreement.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Amendment. Section 7.1 of the Credit Agreement is hereby
amended by replacing it in its entirety with the following:
"7.1 Minimum Net Worth. On the last day of each Fiscal Quarter,
commencing December 31, 1996, the Net Worth of the Borrower and its
Subsidiaries shall not be less than $200 million."
SECTION 2. Effectiveness. This Amendment No. 1 will be effective as of
December 31, 1996 upon the execution thereof by the Lender and each of the
Borrowers.
SECTION 3. Representations and Warranties. Each Borrower hereby
represents and warrants that as of the date hereof after giving effect to this
Amendment No. 1, no Default or Event of Default shall exist or be continuing
under the Credit Agreement.
SECTION 4. 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 No. 1 may be signed in any number of counterparts,
each of which shall be an original, with the
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same effect as if the signatures thereto were upon the same instrument.
(d) THIS AMENDMENT NO. 1 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 5. Guarantor Confirmation. By signing below, the Guarantors
hereby agree to the terms of the foregoing Amendment No. 1 and confirm that the
Guaranty remains in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
BORROWERS AND GUARANTORS
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SPELLING ENTERTAINMENT GROUP INC.
SPELLING ENTERTAINMENT INC.
XXXXX XXXXXXXX PRODUCTIONS, INC.
LAUREL ENTERTAINMENT, INC.
SPELLING FILMS INC.
SPELLING TELEVISION INC.
TORAND PRODUCTIONS INC.
WORLDVISION ENTERPRISES INC.
XXXXXXXX PROJECTS, INC.
WILSHIRE ENTERTAINMENT INC.
SPELLING SATELLITE NETWORKS, INC.
BIG TICKET TELEVISION INC.
REPUBLIC ENTERTAINMENT INC.
REPUBLIC DISTRIBUTION CORPORATION
VIRGIN INTERACTIVE ENTERTAINMENT, INC.
VIE HOLDING COMPANY
WESTWOOD STUDIOS INC.
By: /s/ Xxxxxxx X. Xxxxx
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As an authorized officer of each
of the foregoing corporations
Address: 0000 Xxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
LENDER
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VIACOM INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Title: Senior Vice President, Treasurer
Address: 0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
