First Amendment to $3.25 Billion Five-Year Credit Agreement



 Exhibit 10.2 
 FIRST AMENDMENT 
 TO 
 $3,250,000,000 
 FIVE-YEAR CREDIT AGREEMENT 
 Viacom Inc. 
 THIS FIRST AMENDMENT dated as of December 11, 2009 (this “Amendment”) to the Five-Year Credit Agreement, entered into as of December 8, 2005 (as amended from time to time, the
“Credit Agreement”), by and among VIACOM INC. (previously named New Viacom Corp.), a Delaware corporation, (“Viacom”); each Subsidiary Borrower (as therein defined); the lenders whose names appear on Schedule 1.1
thereto or who subsequently become parties thereto as provided therein (the “Lenders”); JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, the
“Administrative Agent”); CITIBANK, N.A., a national banking association, as syndication agent for the Lenders (in such capacity, the “Syndication Agent”); and BANK OF AMERICA, N.A., DEUTSCHE BANK SECURITIES INC. and
THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH, as co-documentation agents for the Lenders (in such capacity, the “Co-Documentation Agents”). Capitalized terms used in this Amendment and not otherwise defined shall have the
meanings assigned to such terms in the Credit Agreement. 
 RECITALS 
 WHEREAS, the Borrowers and the Required Lenders desire to make certain modifications to the Credit Agreement as provided herein; 

NOW THEREFORE, in consideration of the premises and the agreements contained herein, the parties hereto hereby agree as follows:

 SECTION 1. Amendments to Credit Agreement. The definition of “Indebtedness” in Section 1.1 of
the Credit Agreement is hereby deleted in its entirety and replaced with the following: 
 “Indebtedness” of any Person shall mean at any date, without duplication, (i) all obligations of such Person for borrowed money (including, without limitation, in the case of any Borrower, the obligations of such
Borrower for borrowed money under this Agreement), (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of Property
or services, except as provided below, (iv) all obligations of such Person as lessee under Capital Lease Obligations, (v) all Indebtedness of others secured by a Lien on any Property of such Person, whether or not such Indebtedness is
assumed by such Person, (vi) all Indebtedness of others directly or indirectly guaranteed or otherwise assumed by such Person, including any obligations of others endorsed (otherwise than for collection or deposit in the ordinary course of
business) or discounted or sold with recourse by such Person, or in respect of which such Person is otherwise directly or indirectly liable, including, without limitation, any Indebtedness in effect guaranteed by such Person through any agreement
(contingent or otherwise) to purchase,








 
repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation, or to maintain the solvency or any balance sheet or
other financial condition of the obligor of such obligation, provided that Indebtedness of Viacom and its Subsidiaries shall not include guarantees of Indebtedness that are identified on Schedule 1.1(a) hereto, and (vii) all obligations
of such Person as issuer, customer or account party under letters of credit or bankers’ acceptances that are either drawn or that back financial obligations that would otherwise be Indebtedness; provided, however, that in each of the
foregoing clauses (i) through (vii), Indebtedness shall not include (i) obligations (other than under this Agreement) specifically with respect to the production, distribution and acquisition of motion pictures or other programming rights,
talent or publishing rights or (ii) financings by way of sales or transfers of receivables or inventory, which will be accounted for as indebtedness in accordance with SFAS No. 166 and SFAS No. 167. 
 SECTION 2. Credit Agreement in Full Force and Effect as Amended. Except as specifically stated herein, all of the terms and
conditions of the Credit Agreement shall remain in full force and effect. All references to the Credit Agreement in any other document or instrument shall be deemed to mean the Credit Agreement, as amended by this Agreement. This Amendment shall not
constitute a novation of the Credit Agreement, but shall constitute an amendment thereto. The parties hereto agree to be bound by the terms and obligations of the Credit Agreement, as amended by this Amendment, as though the terms and obligations of
this Credit Agreement were set forth herein. 
 SECTION 3. Effectiveness. The amendments provided for by this Amendment
shall become effective, as of the date first above written, upon receipt by the Administrative Agent of a fully executed copy of this Amendment. 
 SECTION 4. Counterparts. This Amendment may be executed in any number of counterparts and by separate parties hereto on separate counterparts, each of which when executed shall be deemed an
original, but all such counterparts taken together shall constitute one and the same instrument. 
 SECTION 5. APPLICABLE
LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
 [Signature
Page to Follow] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered by their duly authorized officers as of the date hereof. 
  

			
	VIACOM INC.
		
	By:	 	 /s/ George S. Nelson

		 	Name: George S. Nelson
		 	Title: Senior Vice President and Treasurer


  

			
	 JPMORGAN CHASE BANK, N.A., as
 Administrative Agent and as a Lender

		
	By:	 	 /s/ Tina L. Ruyter

		 	Name: Tina L. Ruyter
		 	Title: Vice President


  

			
	 CITIBANK, N.A., as Syndication Agent
 and as a Lender

		
	By:	 	
		 	  
 Name:

		 	Title:


  

			
	 BANK OF AMERICA, N.A., as
 Co-Documentation Agent and as a Lender

		
	By:	 	  

		 	Name:
		 	Title:


  

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	 DEUTSCHE BANK SECURITIES INC., as
 Co-Documentation Agent

		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:
	
	 THE BANK OF TOKYO-MITSUBISHI,
 LTD., NEW YORK BRANCH, as
 Co-Documentation Agent and as a Lender

		
	By:	 	 /s/ Lillian Kim

		 	Name: Lillian Kim
		 	Title: Authorized Signatory


  

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 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO 
 FIVE-YEAR CREDIT AGREEMENT OF 
 VIACOM INC. 
  

			
	 	 	Name of Institution: CITIBANK NA

  

			
	By	 	 /s/ Kate H. Kang

		 	Name: Kate Kang
		 	Title: Vice President


  

			
	 	 	Name of Institution:1

  

			
	by	 	  

		 	Name:
		 	Title:









 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO 
 FIVE-YEAR CREDIT AGREEMENT OF 
 VIACOM INC. 
  

			
	 	 	DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agent:

  

			
	by	 	 /s/ Andreas Neumeier

		 	Name: Andreas Neumeier
		 	Title: Managing Director
		
	by	 	 /s/ Stefan Freckmann

		 	Name: Stefan Freckmann
		 	Title: Vice President


  

			
	 	 	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender:

  

			
	by	 	 /s/ Andreas Neumeier

		 	Name: Andreas Neumeier
		 	Title: Managing Director
		
	by	 	 /s/ Stefan Freckmann

		 	Name: Stefan Freckmann
		 	Title: Vice President









 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO 
 FIVE-YEAR CREDIT AGREEMENT OF 
 VIACOM INC. 
  

			
	 	 	Name of Institution: BNP Paribas

  

			
	by	 	 /s/ Nuala Marley

		 	Name: Nuala Marley
		 	Title: Managing Director


  

			
	 	 	Name of Institution:1 BNP Paribas

  

			
	by	 	 /s/ Berangere Allen

		 	Name: Berangere Allen
		 	Title: Vice President


  
  
  
  

	1	 For any Lender requiring a second signature line. 









 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO 
 FIVE-YEAR CREDIT AGREEMENT OF 
 VIACOM INC. 
  

					
	 	 	Name of Institution:	 	 COMMERZBANK AG, NEW YORK AND GRAND
 CAYMENT BRANCHES


  

			
	By	 	 /s/ Alina Parizianu

		 	Name: Alina Parizianu
		 	Title: Assistant Treasurer


  

					
	 	 	Name of Institution:1	 	 COMMERZBANK AG, NEW YORK AND GRAND
 CAYMENT BRANCHES


  

			
	By	 	 /s/ Claudia Rost

		 	Name: Claudia Rost
		 	Title: Vice President


  
  
  
  

	1	 For any Lender requiring a second signature line. 









 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO 
 FIVE-YEAR CREDIT AGREEMENT OF 
 VIACOM INC. 
  

			
	  	 	Credit Suisse AG, Cayman Islands Branch

  

			
	by	 	 /s/ Doreen Barr

		 	Name: Doreen Barr
		 	Title: Vice President
		
	by	 	 /s/ Christopher Reo Day

		 	Name: Christopher Reo Day
		 	Title: Associate









 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO 
 FIVE-YEAR CREDIT AGREEMENT OF 
 VIACOM INC. 
  

			
	 	 	 Lloyds TSB Bank plc
 Member of Lloyds Banking Group
 1095 Avenue of the Americas
 New York, NY 10036


  

			
	by	 	 /s/ Deborah Carlson

		 	Name: Deborah Carlson
		 	Title: Senior Vice President
		
	by	 	 /s/ Carlos Lopez

		 	Name: Carlos Lopez
		 	Title: Vice President









 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO 
 FIVE-YEAR CREDIT AGREEMENT OF 
 VIACOM INC. 
  

			
	 	 	Name of Institution: Mizuho Corporate Bank Ltd.

  

			
	by	 	 /s/ Bertram H. Tang

		 	Name: Bertram H. Tang
		 	Title: Authorized Signatory


  

			
	 	 	Name of Institution:1

  

			
	by	 	  

		 	Name:
		 	Title:


  
  
  
  

	1	 For any Lender requiring a second signature line. 









 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO 
 FIVE-YEAR CREDIT AGREEMENT OF 
 VIACOM INC. 
  

					
	 	 	Name of Institution: NATIONAL AUSTRALIA BANK LTD.

  

			
	by	 	 /s/ Nathan Gooley

		 	Name: Nathan Gooley
		 	Title: Director


  

					
	 	 	Name of Institution:1

  

			
	by	 	  

		 	Name:
		 	Title:


  
  
  
  

	1	 For any Lender requiring a second signature line. 









 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO 
 FIVE-YEAR CREDIT AGREEMENT OF 
 VIACOM INC. 
  

							
	 	 	Name of Institution: SCOTIABANC INC.

  

			
	by	 	/s/ J.F. Todd
		 	 
		 	Name: J.F. Todd
		 	Title: Managing Director









 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO 
 FIVE-YEAR CREDIT AGREEMENT OF 
 VIACOM INC. 
  

			
	  	 	 Name of Institution:
 Sumitomo Mitsui Banking Corporation


  

			
	by	 	 /s/ William M. Ginn

		 	Name: William M. Ginn
		 	Title: Executive Officer


  

			
	 	 	Name of Institution:1

  

			
	by	 	  

		 	Name:
		 	Title:


  
  
  
  

	1	 For any Lender requiring a second signature line. 









 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO 
 FIVE-YEAR CREDIT AGREEMENT OF 
 VIACOM INC. 
  

			
	  	 	The Bank of New York Mellon:

  

			
	by	 	 /s/ Thomas J. Tarasovich, Jr.

		 	Name: Thomas J. Tarasovich, Jr.
		 	Title: Vice President









 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO 
 FIVE-YEAR CREDIT AGREEMENT OF 
 VIACOM INC. 
  

			
	  	 	Name of Institution: The Northern Trust Company

  

			
	by	 	 /s/ Ashish S. Bhagwat

		 	Name: Ashish S. Bhagwat
		 	Title: Senior Vice President









 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO 
 FIVE-YEAR CREDIT AGREEMENT OF 
 VIACOM INC. 
  

			
	 	 	Name of Institution: The Royal Bank of Scotland plc

  

			
	by	 	 /s/ Alex Daw

		 	Name: Alex Daw
		 	Title: Vice President









 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO 
 FIVE-YEAR CREDIT AGREEMENT OF 
 VIACOM INC. 
  

			
	 	 	Name of Institution: U.S. Bank, N. A.

  

			
	by	 	 /s/ Colleen McEvoy

		 	Name: Colleen McEvoy
		 	Title: VP


  

			
	  	 	Name of Institution:1

  

			
	by	 	  

		 	Name:
		 	Title:


  
  
  
  

	1	 For any Lender requiring a second signature line. 









 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO 
 FIVE-YEAR CREDIT AGREEMENT OF 
 VIACOM INC. 
  

			
	  	 	Name of Institution: UBS AG, STAMFORD BRANCH

  

			
	by	 	 /s/ Marie Haddad

		 	Name: Marie Haddad
		 	Title: Associate Director
		
	by	 	 /s/ Irja R. Otsa

		 	Name: Irja R. Otsa
		 	Title: Associate Director









 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO 
 FIVE-YEAR CREDIT AGREEMENT OF 
 VIACOM INC. 
  

			
	  	 	Name of Institution: Wells Fargo Bank

  

			
	by	 	 /s/ Donald Schwartz

		 	Name: Donald Schwartz
		 	Title: Senior Vice President


  

			
	  	 	Name of Institution:1

  

			
	by	 	  

		 	Name:
		 	Title:


  
  
  
  

	1	 For any Lender requiring a second signature line.