First Amendment to the $2.0 Billion Three-Year Credit Agreement



 Exhibit 10.1 

EXECUTION COPY 

FIRST AMENDMENT 

TO 
 $2,000,000,000

 THREE-YEAR CREDIT AGREEMENT 
 Viacom Inc. 
 FIRST AMENDMENT dated as of December 2, 2011 (this
“Amendment”) to the Three-Year Credit Agreement, entered into as of October 8, 2010 (as amended from time to time, the “Credit Agreement”), by and among VIACOM INC., a Delaware corporation,
(“Viacom”); each Subsidiary Borrower (as therein defined); the lenders party thereto (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, and BANK OF AMERICA N.A., a national banking association, as syndication agents for the Lenders (in such capacity, the “Syndication
Agents”); and DEUTSCHE BANK SECURITIES INC., MORGAN STANLEY MUFG LOAN PARTNERS, LLC, THE ROYAL BANK OF SCOTLAND PLC and WELLS FARGO BANK, N.A., as documentation agents for the Lenders (in such capacity, the “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 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.

 (a) The preamble to the Credit Agreement is hereby amended by deleting the words “THREE-YEAR” therein. 

(b) The first “WHEREAS” clause of the recitals to the Credit Agreement is hereby amended by replacing the number
“2.00” therein with the number “2.10”. 
 (c) Section 1.1 of the Credit Agreement is hereby amended as
follows: 
 (i) The definition of “Agreement” is hereby amended by deleting the words “Three-Year”
therein. 
 (ii) The definition of “Revolving Credit Maturity Date” is hereby deleted in its entirety and
replaced with the following: 
 “Revolving Credit Maturity Date” shall mean December 2, 2015. 







 (d) Section 2.13(d) of the Credit Agreement is hereby amended by replacing the number
“2,500,000,000” therein with the number “3,000,000,000”. 
 (e) Schedule 1.1 to the Credit Agreement is
hereby deleted in its entirety and replaced with Schedule 1.1 hereto. 
 (f) Annex I to the Credit Agreement is hereby deleted
in its entirety and replaced with Annex I hereto (and the pricing set forth therein shall be effective from and including the Amendment Effective Date). 
 (g) Upon the effectiveness of this Amendment as provided in Section 4 below, (i) the Commitment of each Lender that is not listed on Schedule 1.1 hereto shall hereby be terminated and each such
Lender shall cease to have a Commitment under the Credit Agreement and (ii) each financial institution becoming party hereto as a Lender, to the extent not already a Lender under the Credit Agreement, shall become a party to the Credit
Agreement as amended hereby and a Lender thereunder and shall be bound by the provisions of the Credit Agreement as amended hereby and have the rights and obligations of a Lender thereunder. 

(h) In connection with this Amendment, each of Viacom, the Administrative Agent and each Lender (i) hereby waives any requirement
set forth in Section 2.13(d) or any other provision of the Credit Agreement requiring that the amount of the increase of any Lender’s Commitment thereunder shall be in an aggregate principal amount at least equal to $10,000,000 and
(ii) hereby waives any requirement set forth in Section 2.13(e) or any other provision of the Credit Agreement requiring that a bank, financial institution or other entity which elects to become a party to the Credit Agreement and obtain a
Commitment thereunder shall execute a new lender supplement in substantially the form of Exhibit G to the Credit Agreement. 

SECTION 2. Representations and Warranties. (a) Viacom hereby represents and warrants to the Administrative Agent and the
Lenders that (i) this Amendment has been duly executed and delivered by Viacom and constitutes a legal, valid and binding obligation of Viacom, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other laws affecting creditors’ rights generally, concepts of reasonableness and general principles of equity, regardless of whether considered in a proceeding in equity or at law,
(ii) the representations and warranties of Viacom set forth in the Credit Agreement or contained in any certificate furnished by or on behalf of Viacom pursuant to or in connection with the Credit Agreement are true and correct in all material
respects on and as of the date hereof with the same effect as if made on the date hereof, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true
and correct in all material respects as of such earlier date and (iii) on and as of the Amendment Effective Date (as defined below) no Default or Event of Default has occurred and is continuing. 

(b) Each Lender party hereto hereby represents and warrants to Viacom that it is legally authorized to enter into this Amendment and, to
the extent not already a Lender under the Credit Agreement, the Credit Agreement. 

  
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 SECTION 3. 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 in the Credit Agreement to “hereunder”, “hereof”, “herein”, or words of like
import, and all references to the “Credit Agreement” in any other document or instrument, shall be deemed to mean the Credit Agreement, as amended by this Amendment. 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.
Nothing herein shall be deemed to entitle Viacom to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement as amended hereby in
similar or different circumstances. 
 SECTION 4. Effectiveness. The amendments provided for by this Amendment shall
become effective, as of the date first above written, on the date (the “Amendment Effective Date”) on which the Administrative Agent shall have received: 
 (a) duly executed counterparts hereof that, when taken together, bear the authorized signatures of the Administrative Agent, Viacom, each of the Lenders party hereto (which shall in no event constitute
fewer than the Required Lenders) and each other financial institution becoming party hereto as a Lender; 
 (b) a Closing
Certificate, substantially in the form of Exhibit E to the Credit Agreement, of Viacom, dated the Amendment Effective Date, with appropriate insertions and attachments; and 

(c) an opinion of the general counsel of Viacom, dated the Amendment Effective Date, in form and substance satisfactory to the
Administrative Agent. 
 SECTION 5. 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. Delivery of an executed counterpart of a signature
page of this Amendment by facsimile or other electronic imaging shall be as effective as delivery of a manually executed counterpart of this Amendment. 
 SECTION 6. 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:	 	SVP, Treasurer
	
	 JPMORGAN CHASE BANK, N.A., as
 Administrative Agent for the Lenders and as
 a Lender

		
	By:	 	 /s/ Ann B. Kerns

		 	Name:	 	Ann B. Kerns
		 	Title:	 	Vice President
	
	 CITIBANK, N.A., as Syndication Agent
 and as a Lender

		
	By:	 	 /s/ Michael Vondriska

		 	Name:	 	Michael Vondriska
		 	Title:	 	Vice President
	
	 BANK OF AMERICA, N.A., as
 Syndication Agent and as a Lender

		
	By:	 	 /s/ Jay D. Marquis

		 	Name:	 	Jay D. Marquis
		 	Title:	 	Director


 [Signature Page to the First Amendment to the Viacom Inc. Credit Agreement] 








					
	 DEUTSCHE BANK SECURITIES INC., as
 Documentation Agent

		
	By:	 	 /s/ Andreas Neumeier

		 	Name:	 	Andreas Neumeier
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Ross Levitsky

		 	Name:	 	Ross Levitsky
		 	Title:	 	Managing Director
	
	 DEUTSCHE BANK AG NEW YORK
 BRANCH, as a Lender

		
	By:	 	 /s/ Andreas Neumeier

		 	Name:	 	Andreas Neumeier
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Ross Levitsky

		 	Name:	 	Ross Levitsky
		 	Title:	 	Managing Director


 [Signature Page to the First Amendment to the Viacom Inc. Credit Agreement] 








					
	 THE ROYAL BANK OF SCOTLAND

PLC, as Documentation Agent and as a

Lender

		
	By:	 	 /s/ Alex Daw

		 	Name:	 	Alex Daw
		 	Title:	 	Director
	
	 WELLS FARGO BANK, N.A., as
 Documentation Agent and as a Lender

		
	By:	 	 /s/ Eric Frandson

		 	Name:	 	Eric Frandson
		 	Title:	 	Director


 [Signature Page to the First Amendment to the Viacom Inc. Credit Agreement] 







 SIGNATURE PAGE TO THE 
 FIRST AMENDMENT 
 TO THE VIACOM, INC. 

CREDIT AGREEMENT 
  

							
	Name of Lender:	 	 BNP Paribas

			
		 	By 	 	 /s/ Barbara Nash

		 		 	Name:	 	Barbara Nash
		 		 	Title:	 	Managing Director
			
		 	by1 	 	 /s/ Maria Mulic

		 		 	Name:	 	Maria Mulic
		 		 	Title:	 	Vice President


  
  

	1 	 For any Lender requiring a second signature line 


 [Signature Page to the First Amendment to the Viacom Inc. Credit Agreement] 







 SIGNATURE PAGE TO THE 
 FIRST AMENDMENT 
 TO THE VIACOM, INC. 

CREDIT AGREEMENT 
  

							
	Name of Lender:	 	 Mizuho Corporate Bank, Ltd.

			
		 	by 	 	 /s/ Raymond Ventura

		 		 	Name:	 	Raymond Ventura
		 		 	Title:	 	Deputy General Manager


 [Signature Page to the First Amendment to the Viacom Inc. Credit Agreement] 







 SIGNATURE PAGE TO THE 
 FIRST AMENDMENT 
 TO THE VIACOM, INC. 

CREDIT AGREEMENT 
  

							
	Name of Lender:	 	 Royal Bank of Canada

			
		 	by 	 	 /s/ Alfonse Simone

		 		 	Name:	 	Alfonse Simone
		 		 	Title:	 	Authorized Signatory
			
		 	by1 	 	  

		 		 	Name:	 	
		 		 	Title:	 	


  
  

	1 	 For any Lender requiring a second signature line 


 [Signature Page to the First Amendment to the Viacom Inc. Credit Agreement] 







 SIGNATURE PAGE TO THE 
 FIRST AMENDMENT 
 TO THE VIACOM, INC. 

CREDIT AGREEMENT 
  

							
	Name of Lender: Sumitomo Mitsui Banking Corporation
			
		 	by 	 	 /s/ Shuji Yabe

		 		 	Name:	 	Shuji Yabe
		 		 	Title:	 	Managing Director


 [Signature Page to the First Amendment to the Viacom Inc. Credit Agreement] 







 SIGNATURE PAGE TO THE 
 FIRST AMENDMENT 
 TO THE VIACOM, INC. 

CREDIT AGREEMENT 
  

							
	Name of Lender:	 	 Lloyds TSB Bank plc

			
		 	by 	 	 /s/ Karen Weich

		 		 	Name:	 	Karen Weich W011
		 		 	Title:	 	Vice President
			
		 	by1 	 	 /s/ Julia R. Franklin

		 		 	Name:	 	Julia R. Franklin F014
		 		 	Title:	 	Vice President


  
  

	1 	 For any Lender requiring a second signature line 


 [Signature Page to the First Amendment to the Viacom Inc. Credit Agreement] 







 SIGNATURE PAGE TO THE 
 FIRST AMENDMENT 
 TO THE VIACOM, INC. 

CREDIT AGREEMENT 
  

							
	Name of Lender: 	 	 U.S. Bank, National Association

				
		 		 		 	
		 	by 	 	 /s/ Colleen McEvoy

		 		 	Name:	 	Colleen McEvoy
		 		 	Title:	 	Vice President


 [Signature Page to the First Amendment to the Viacom Inc. Credit Agreement] 







 SIGNATURE PAGE TO THE 
 FIRST AMENDMENT 
 TO THE VIACOM, INC. 

CREDIT AGREEMENT 
  

							
	Name of Lender: 	 	 Morgan Stanley Bank, N.A.

			
		 	by 	 	 /s/ Michael King

		 		 	Name:	 	Michael King
		 		 	Title:	 	Authorized Signatory
			
		 	by1 	 	  

		 		 	Name:	 	
		 		 	Title:	 	


  
  

	1 	 For any Lender requiring a second signature line 


 [Signature Page to the First Amendment to the Viacom Inc. Credit Agreement] 







 SIGNATURE PAGE TO THE 
 FIRST AMENDMENT 
 TO THE VIACOM, INC. 

CREDIT AGREEMENT 
  

									
	Name of Lender:  	 	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.

				
		 		 	by 	 	 /s/ M. Antioco

		 		 		 	Name:	 	M. Antioco
		 		 		 	Title:	 	Associate
				
		 		 	by1 	 	  

		 		 		 	Name:	 	
		 		 		 	Title:	 	


  
  

	1 	 For any Lender requiring a second signature line 


 [Signature Page to the First Amendment to the Viacom Inc. Credit Agreement] 







 SIGNATURE PAGE TO THE 
 FIRST AMENDMENT 
 TO THE VIACOM, INC. 

CREDIT AGREEMENT 
  

							
	Name of Lender: 	 	Sovereign Bank
			
		 	by 	 	 /s/ Alister Moreno

		 		 	Name:	 	Alister Moreno
		 		 	Title:	 	Vice President
			
		 	by1 	 	 
		 		 	Name:	 	
		 		 	Title:	 	


  
  

	1 	 For any Lender requiring a second signature line 


 [Signature Page to the First Amendment to the Viacom Inc. Credit Agreement] 







 SIGNATURE PAGE TO THE 
 FIRST AMENDMENT 
 TO THE VIACOM, INC. 

CREDIT AGREEMENT 
  

							
	Name of Lender:	 	THE BANK OF NEW YORK MELLON
			
		 	by 	 	 /s/ Thomas J. Tarasovich, Jr.

		 		 	Name:	 	Thomas J. Tarasovich, Jr.
		 		 	Title:	 	Vice President
			
		 	by1 	 	  

		 		 	Name:	 	
		 		 	Title:	 	


  
  

	1 	 For any Lender requiring a second signature line 


 [Signature Page to the First Amendment to the Viacom Inc. Credit Agreement] 







 SIGNATURE PAGE TO THE 
 FIRST AMENDMENT 
 TO THE VIACOM, INC. 

CREDIT AGREEMENT 
  

							
	Name of Lender:	 	 The Northern Trust Company

			
		 	by 	 	 /s/ Ashish S. Bhagwat

		 		 	Name:	 	Ashish S. Bhagwat
		 		 	Title:	 	Senior Vice President


 [Signature Page to the First Amendment to the Viacom Inc. Credit Agreement] 







 SIGNATURE PAGE TO THE 
 FIRST AMENDMENT 
 TO THE VIACOM, INC. 

CREDIT AGREEMENT 
  

							
	Name of Lender: 	 	Intesa Sanpaolo S.p.A.-New York
			
		 	by 	 	 /s/ John Michalisin

		 		 	Name:	 	John Michalisin
		 		 	Title:	 	FVP
			
		 	by1 	 	 /s/ Francesco Di Mario

		 		 	Name:	 	Francesco Di Mario
		 		 	Title:	 	FVP & Head of Credit


  
  

	1	For any Lender requiring a second signature line 

 [Signature Page to the First Amendment to the Viacom Inc. Credit Agreement] 








					
	Acknowledged and Accepted:
	
	UBS Loan Finance LLC,
		
	By:	 	 /s/ Irja R. Otsa

		 	Name:	 	Irja R. Otsa
		 	Title:	 	Associate Director Banking Products Services, US
		
	By:	 	 /s/ Christopher Gomes

		 	Name:	 	Christopher Gomes
		 	Title:	 	Associate Director Banking Products Services, US

 SOLELY WITH RESPECT TO SECTION 1(g)(i) OF THE AMENDMENT 

[Signature Page to the First Amendment to the Viacom Inc. Credit Agreement]