EXHIBIT 10(aa)
CONFORMED COPY
AMENDMENT NO. 1
TO
FIVE-YEAR CREDIT AGREEMENT
This AMENDMENT NO. 1, dated as of March 5, 2002 (this "AMENDMENT"), is
made by and among VIACOM INC., a Delaware corporation ("VIACOM"), the entity
listed on the signature pages of this Amendment as a "Subsidiary Borrower" (the
"SUBSIDIARY BORROWER"; Viacom and the Subsidiary Borrower being referred to
herein, collectively, as the "BORROWERS"), the banks listed on the signature
pages of this Amendment as "Lenders" (the "LENDERS"), and JPMORGAN CHASE BANK
(as successor to The Chase Manhattan Bank), as administrative agent for the
Lenders (the "ADMINISTRATIVE AGENT").
PRELIMINARY STATEMENT:
Viacom, the Subsidiary Borrower, Viacom International Inc., a Delaware
corporation ("VIACOM INTERNATIONAL"), the Lenders, the Administrative Agent,
Xxxxxxx Xxxxx Xxxxxx Inc., as Syndication Agent, and Fleet National Bank and
Bank of America, N.A., as Co-Documentation Agents, previously entered into that
certain Five-Year Credit Agreement, dated as of March 7, 2001 (the "EXISTING
AGREEMENT"; the Existing Agreement, as amended by this Amendment, being referred
to herein as the "AMENDED AGREEMENT"). The Borrowers now wish to amend the
Existing Agreement in certain particulars. The Required Lenders and the
Administrative Agent have agreed to such amendments, on the terms and conditions
set forth herein. The parties therefore agree as follows (capitalized terms used
but not defined herein having the meanings assigned such terms in the Existing
Agreement):
SECTION 1. AMENDMENTS TO EXISTING AGREEMENT. The Existing Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 2 hereof, hereby amended as follows:
(a) NEW DEFINITIONS. The following new definitions are hereby added to
Section 1.1 in the appropriate alphabetical order:
"364-DAY FACILITY EXPOSURE" shall mean on any day the aggregate
principal amount of Loans (as defined in the 364-Day Credit Agreement)
outstanding under the 364-Day Credit Agreement on such day.
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"364-DAY FACILITY TOTAL COMMITMENT" shall mean on any day the Total
Commitment (as defined in the 364-Day Credit Agreement) (or, on any day
after termination of the Commitments (as defined in the 364-Day Credit
Agreement), the Total Commitment in effect immediately preceding such
termination) under the 364-Day Credit Agreement on such day.
(b) COMMITMENT UTILIZATION PERCENTAGE. The definition of "COMMITMENT
UTILIZATION PERCENTAGE" contained in Section 1.1 is hereby amended in its
entirety to read as follows:
"COMMITMENT UTILIZATION PERCENTAGE" shall mean on any day the
percentage equivalent to a fraction (i) the numerator of which is the sum
of (A) the Total Revolving Facility Exposure, including the aggregate
outstanding principal amount of Letters of Credit, Swingline Loans and
Competitive Loans, PLUS (B) the Total Canadian Facility Exposure, PLUS (C)
the 364-Day Facility Exposure, and (ii) the denominator of which is the
sum of (A) the sum of the Total Revolving Commitment and the Total
Canadian Commitment (or, on any day after termination of the Commitments,
the Total Revolving Commitment and the Total Canadian Commitment in effect
immediately preceding such termination) PLUS (B) the 364-Day Facility
Total Commitment.
(c) 364-DAY CREDIT AGREEMENT. The definition of "364-DAY CREDIT AGREEMENT"
contained in Section 1.1 is hereby amended in its entirety to read as follows:
"364-DAY CREDIT AGREEMENT" shall mean the 364-Day Credit Agreement,
dated as of March 5, 2002, among Viacom, Viacom International, each
subsidiary borrower party thereto, the lenders party thereto, JPMorgan
Chase Bank, as administrative agent, Xxxxxxx Xxxxx Xxxxxx Inc., as
syndication agent, and Fleet National Bank and Bank of America, N.A., as
co-documentation agents, as the same may be amended, supplemented,
restated or otherwise modified from time to time.
SECTION 2. CONDITIONS OF EFFECTIVENESS. This Amendment shall become
effective as of the date first above written (the "EFFECTIVE DATE") when, and
only when, (a) the 364-Day Credit Agreement (as defined in Section 1(c) above)
shall have become effective pursuant to the terms thereof and (b) the
Administrative Agent shall have received (i) counterparts of this Amendment
executed by Viacom, the Subsidiary Borrower, the Required Lenders and the
Administrative Agent (PROVIDED, that any Lender that executes the 364-Day Credit
Agreement (as defined in Section 1(c) above) shall be deemed to have delivered a
counterpart of this Amendment), and (ii) the consent of Viacom International,
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substantially in the form of Exhibit A hereto (the "CONSENT"), duly executed by
an authorized officer of Viacom International.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF BORROWERS. Viacom hereby
represents and warrants, and the Subsidiary Borrower hereby represents and
warrants (to the extent specifically applicable to the Subsidiary Borrower), as
follows:
(a) NO BREACH, ETC. None of the execution and delivery of this Amendment,
the consummation of the transactions contemplated herein and in the Amended
Agreement and compliance with the terms and provisions hereof and thereof will
conflict with or result in a breach of, or require any consent under, the
charter or By-laws (or other equivalent organizational documents) of any
Borrower, or any applicable law or regulation, or any order, writ, injunction or
decree of any Governmental Authority, or any material agreement or instrument to
which Viacom or any of its Material Subsidiaries is a party or by which any of
them is bound or to which any of them is subject, or constitute a default under
any such agreement or instrument, or result in the creation or imposition of any
Lien upon any of the revenues or assets of Viacom or any of its Material
Subsidiaries pursuant to the terms of any such agreement or instrument.
(b) CORPORATE ACTION. Each Borrower has all necessary corporate power and
authority to execute and deliver this Amendment and to perform its obligations
under this Amendment and the Amended Agreement; the execution and delivery by
each Borrower of this Amendment, and the performance by each Borrower of this
Amendment and the Amended Agreement, have been duly authorized by all necessary
corporate action on such Borrower's part; this Amendment has been duly and
validly executed and delivered by each Borrower; and each of this Amendment and
the Amended Agreement constitutes a legal, valid and binding obligation of each
Borrower, enforceable in accordance with its terms except as such enforceability
may be limited by (i) bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or similar laws of general applicability affecting the
enforcement of creditors' rights and (ii) the application of general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
(c) APPROVALS. No authorizations, approvals or consents of, and no filings
or registrations with, any Governmental Authority are necessary for the
execution, delivery or performance by each Borrower of this Amendment or for the
validity or enforceability hereof.
SECTION 4. REFERENCE TO AND EFFECT ON THE EXISTING AGREEMENT. (a) Upon the
effectiveness of this Amendment: (i) each reference in the Existing Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring to the
Existing Agreement shall mean and be a reference to the Amended Agreement; and
(ii) each reference in any other Loan Document to "the Credit
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Agreement", "thereunder", "thereof" or words of like import referring to the
Existing Agreement shall mean and be a reference to the Amended Agreement.
(b) Except as specifically amended above, the Existing Agreement shall
continue to be in full force and effect and is hereby in all respects ratified
and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of the Lenders or the Administrative Agent under the Existing Agreement
or any other Loan Document, nor constitute a waiver of any provision of the
Existing Agreement or any other Loan Document.
SECTION 5. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
two or more counterparts, each of which constitute an original but all of which
when taken together shall constitute but one contract. In furtherance of the
foregoing, it is understood and agreed that signatures hereto submitted by
facsimile transmission shall be deemed to be, and shall constitute, original
signatures.
SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. SEVERABILITY. In the event any one or more of the provisions
contained in this Amendment should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby. The parties shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.
SECTION 8. HEADINGS. Section headings used herein are for convenience of
reference only, are not part of this Amendment and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
VIACOM INC.
By /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and Treasurer
FAMOUS PLAYERS INC., a Canadian company, as a
Subsidiary Borrower
By /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President and Secretary
XX XXXXXX CHASE BANK, as Administrative Agent and
as agent for the Lenders party to the 364-Day
Credit Agreement
By /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Signature Page to Amendment No. 1 to the Five-Year Credit Agreement
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LENDERS
XX XXXXXX XXXXX BANK, as a Lender
By /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
XX XXXXXX CHASE BANK, TORONTO BRANCH, as a
Lender
By /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
CITIBANK, N.A., as a Lender
By /s/ Xxxxxxx X. Xxx
---------------------------------
Name: Xxxxxxx X. Xxx
Title: Vice President
CITIBANK CANADA, as a Lender
By /s/ Xxxx Xxxxxxx
---------------------------------
Name: Xxxx Xxxxxxx, Director
Title: GRB/Toronto
Signature Page to Amendment No. 1 to the Five-Year Credit Agreement
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BANK OF AMERICA, N.A., as a Lender
By /s/ Xxxxxx X. Xxxx
---------------------------------
Name: Xxxxxx X. Xxxx
Title: Principal
BANK OF AMERICA, N.A.
(acting through its Canada branch),
as a Lender
By /s/ Xxxxxx Xxx
---------------------------------
Name: Xxxxxx Xxx
Title: Vice President
FLEET NATIONAL BANK, as a Lender
By /s/ Xxxxx Xxxxxx
---------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
SUMITOMO MITSUI BANKING CORPORATION, as a
Lender
By /s/ Xxx X. Xxxxxxxxx
---------------------------------
Name: Xxx X. Xxxxxxxxx
Title: Vice President
THE BANK OF NEW YORK, as a Lender
By /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
Signature Page to Amendment No. 1 to the Five-Year Credit Agreement
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THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK
BRANCH, as a Lender
By /s/ Xxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxx
Title: Authorized Signatory
DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender
By /s/ Xxxxxxx XxXxxxx
---------------------------------
Name: Xxxxxxx XxXxxxx
Title: Director
By /s/ Xxxxxxxxxxx Xxxx
---------------------------------
Name: Xxxxxxxxxxx Xxxx
Title: Managing Director
DEUTSCHE BANK CANADA AG, Canada Branch, as a
Lender
By /s/ Xxxx Xxxxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Vice President
By /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
Signature Page to Amendment No. 1 to the Five-Year Credit Agreement
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THE DAI-ICHI KANGYO BANK LTD., as a Lender
By /s/ Xxxxxx Xxxxx
---------------------------------
Name: Xxxxxx Xxxxx
Title: Credit Officer
THE FUJI BANK, LIMITED, as a Lender
By /s/ Xxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH, as a Lender
By
---------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA, as a Lender
By /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized Signatory
BARCLAYS BANK PLC, as a Lender
By /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Director
Signature Page to Amendment No. 1 to the Five-Year Credit Agreement
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UFJ BANK LIMITED, as a Lender
By
---------------------------------
Name:
Title:
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES, as a Lender
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
By /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Associate
MELLON BANK, N.A., as a Lender
By /s/ Xxxxxxxxxx Xxxxx
---------------------------------
Name: Xxxxxxxxxx Xxxxx
Title: Lending Officer
Signature Page to Amendment No. 1 to the Five-Year Credit Agreement
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CREDIT SUISSE FIRST BOSTON, as a Lender
By /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Director
By /s/ Xxx X. Xxxxxx
---------------------------------
Name: Xxx X. Xxxxxx
Title: Associate
CREDIT SUISSE FIRST BOSTON, as a
Lender through its Toronto office
By /s/ X. X. XxXxxxxxx
---------------------------------
Name: X. X. XxXxxxxxx
Title: Vice President
By /s/ Xxxxx Xxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
BANK ONE, NA, as a Lender
By /s/ Xxxxxx X. Xxxxxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Associate Director
XXXX XXX, XX, Xxxxxx Branch, as a Lender
By /s/ Xxxxxx X. Xxxxxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Associate Director
Signature Page to Amendment No. 1 to the Five-Year Credit Agreement
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THE ROYAL BANK OF SCOTLAND PLC, as a Lender
By /s/ Xxxxx XxXxxx
---------------------------------
Name: Xxxxx XxXxxx
Title: Senior Vice President
WACHOVIA BANK, N.A., as a Lender
By /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
WESTDEUTSCHE LANDESBANK GIRONZENTRALE,
NEW YORK BRANCH, as a Lender
By /s/ Xxxxx Xxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxx
Title: Director
By /s/ Xxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx
Title: Associate Director
Signature Page to Amendment No. 1 to the Five-Year Credit Agreement
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LLOYDS TSB BANK PLC, as a Lender
By /s/ Windsor X. Xxxxxx
---------------------------------
Name: Windsor X. Xxxxxx
Title: Director, Corporate Banking, USA
D061
By /s/ Xxxxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Assistant Vice President,
Corporate Banking, USA
B027
THE NORINCHUKIN BANK, NEW YORK BRANCH, as a
Lender
By /s/ Xxxxxxx Xxx
---------------------------------
Name: Xxxxxxx Xxx
Title: General Manager
SUNTRUST BANK, as a Lender
By
---------------------------------
Name:
Title:
Signature Page to Amendment No. 1 to the Five-Year Credit Agreement
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ABN AMRO BANK N.V., as a Lender
By /s/ Xxxxx Xxxxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Group Vice President
By /s/ Xxxxxx Xxx
---------------------------------
Name: Xxxxxx Xxx
Title: Assistant Vice President
UBS AG, STAMFORD BRANCH, as a Lender
By /s/ Xxxxxxxx X'Xxxxx
---------------------------------
Name: Xxxxxxxx X'Xxxxx
Title: Director
Banking Products Services
By /s/ Xxxxxxx X. Saint
---------------------------------
Name: Xxxxxxx X. Saint
Title: Associate Director
Banking Products
Services, US
XXXXXXX XXXXX BANK USA, as a Lender
By /s/ D. Xxxxx Xxxxx
--------------------------------
Name: D. Xxxxx Xxxxx
Title: Senior Credit Officer
Signature Page to Amendment No. 1 to the Five-Year Credit Agreement
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NATIONAL AUSTRALIA BANK LIMITED, as a Lender
By /s/ Xxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Director
Signature Page to Amendment No. 1 to the Five-Year Credit Agreement
EXHIBIT A
CONSENT
The undersigned, as a guarantor under Section 8.2 of that certain
Five-Year Credit Agreement, dated as of March 7, 2001 (the "CREDIT AGREEMENT",
the terms defined therein being used herein as therein defined), among Viacom,
Inc., Viacom International Inc., the Subsidiary Borrowers designated from time
to time, the Lenders parties thereto, JPMorgan Chase Bank (successor to The
Chase Manhattan Bank), as Administrative Agent, Xxxxxxx Xxxxx Xxxxxx Inc., as
Syndication Agent, and Fleet National Bank and Bank of America, N.A., as
Co-Documentation Agents, (i) hereby consents to Amendment No. 1, dated as of
March 5, 2002, to the Credit Agreement, and (ii) hereby confirms and agrees that
the guarantee contained in Section 8.2 of the Credit Agreement is, and shall
continue to be, in full force and effect and is hereby confirmed and ratified in
all respects except that, on and after the effective date of said Amendment No.
1, each reference in Section 8.2 of the Credit Agreement to "this Agreement",
"hereunder", "hereof" or words of like import referring to the Credit Agreement
shall mean and be a reference to the Credit Agreement, as amended by said
Amendment No. 1.
March 5, 2002 VIACOM INTERNATIONAL INC.
By /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and Treasurer
