Exhibit 10(y)


 


[EXECUTION
COPY]


 


AMENDMENT
NO. 3


TO


FIVE-YEAR
CREDIT AGREEMENT


 


This AMENDMENT
NO. 3, dated as of February 19, 2004 (this “Amendment”), is made by and among VIACOM
INC., a Delaware corporation (“Viacom” or the “Borrower”), the banks listed on the signature pages of
this Amendment as “Lenders” (the “Lenders”), and JPMORGAN CHASE BANK, as administrative
agent for the Lenders (the “Administrative Agent”).


 


PRELIMINARY
STATEMENT:


 


Viacom, Viacom
International Inc., a Delaware corporation (“Viacom International”), the Lenders, the
Administrative Agent, Salomon Smith Barney 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, as amended by Amendment No. 1 thereto, dated as of
March 5, 2002, and Amendment No. 2 thereto, dated as of
February 28, 2003 (as so amended, the “Existing Agreement”; the Existing Agreement,
as amended by this Amendment, being referred to herein as the “Amended Agreement”).
The Borrower now wishes 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:


 


“$3.0
Billion Five-Year Credit Agreement” shall mean the $3,000,000,000
Five-Year Credit Agreement, dated as of February 19, 2004, among Viacom,
Viacom International, each subsidiary borrower party thereto, the lenders party
thereto, JPMorgan Chase Bank, as administrative agent, Citibank, N.A., as
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, as the same may be amended, supplemented, restated or otherwise modified
from time to time.


 

















 


2


 


 


“$3.0 Billion Five-Year Facility Exposure”
shall mean on any day the Total Facility Exposure (as defined in the $3.0
Billion Five-Year Credit Agreement), including the aggregate principal amount
of Letters of Credit, Revolving Credit Loans, Swingline Loans and Competitive
Loans (as such terms are defined in the $3.0 Billion Five-Year Credit
Agreement), under the $3.0 Billion Five-Year Credit Agreement on such day.


 


“$3.0 Billion Five-Year Facility Total Commitment” shall mean on any day the Total
Commitment (as defined in the $3.0 Billion Five-Year Credit Agreement)
(or, on any day after termination of the Commitments (as defined in the $3.0
Billion Five-Year Credit Agreement), the Total Commitment in effect immediately
preceding such termination) under the $3.0 Billion Five-Year Credit
Agreement on such day.


 


“Total
Multi-Currency Sublimit” shall mean $1,000,000,000, as such sublimit
may be increased or decreased from time to time in accordance with
Section 2.13.


 


(b)                                 Blockbuster Event.  The definition of “Blockbuster Event” contained in
Section 1.1 is hereby amended by deleting the phrase “the sale or
deconsolidation of Blockbuster Inc. from Viacom” in its entirety and substituting
therefor the new phrase “the sale or deconsolidation of Blockbuster Inc. from
Viacom (including, without limitation, by way of spin-off or split-off)”.


 


(c)                                  Business Day. 
The definition of “Business Day” contained in
Section 1.1 is hereby amended in its entirety to read as follows:


 


“Business Day” shall mean
any day (other than a day which is a Saturday, Sunday or legal holiday in the
State of New York) on which banks are open for business in New York City; provided,
however, that, when used in connection with a Eurocurrency Loan
(including a Eurocurrency Loan denominated in Sterling), the term “Business Day” shall also exclude any day
on which banks are not open for international business (including dealings in
Dollar deposits) in the London interbank market.


 


(d)                                 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 (a) the numerator
of which is the sum of (i) the Total Revolving Facility Exposure, including the
aggregate outstanding principal amount of Letters of


 

















 


3


 


 


Credit,
Swingline Loans and Competitive Loans, plus (ii)
the Total Canadian Facility Exposure, plus
(iii) the $3.0 Billion Five-Year Facility Exposure, and (b) the
denominator of which is the sum of (i) 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 (ii) the $3.0 Billion Five-Year
Facility Total Commitment.


 


(e)                                  Eurocurrency Rate.  The definition of “Eurocurrency Rate” contained
in Section 1.1 is hereby amended by (i) deleting the phrase “in the Paris
interbank market” in its entirety and substituting therefor the new phrase “in
the London interbank market” and (ii) deleting the phrase “In the event that
such rate does not appear” in its entirety and substituting therefor the new
phrase “With respect to clause (a) of the preceding sentence, in the event that
such rate does not appear”.


 


(f)                                    Foreign Exchange Rate.  The definition of “Foreign Exchange Rate”
contained in Section 1.1 is hereby amended in its entirety to read as
follows:


 


“Foreign Exchange Rate” shall mean, with respect to any
Foreign Currency on a particular date, the rate at which such Foreign Currency
may be exchanged into Dollars, as set forth at approximately 11:00 a.m., London
time, on such date on the Reuters World Currency Page for such Foreign
Currency.  In the event that such rate
does not, or ceases to, so appear on any Reuters World Currency Page, the “Foreign Exchange Rate” with respect to
such Foreign Currency shall be determined by reference to such other publicly
available source for determining exchange rates as may be agreed upon by the
Administrative Agent and Viacom or, in the absence of such agreement, such “Foreign Exchange Rate” shall instead be the
arithmetic average of the spot rates of exchange of the Administrative Agent in
the market where its foreign currency exchange operations in respect of such
Foreign Currency are then being conducted, at or about 11:00 a.m., local time,
on such date for the purchase of Dollars with such Foreign Currency for
delivery two Business Days later.


 


(g)                                 Material Adverse Effect.  The definition of “Material Adverse Effect” contained in
Section 1.1 is hereby amended by adding the following clause at the end
thereof immediately preceding the period:


 


“, excluding
any effects which may result from non-cash charges arising from SFAS No. 142
and/or SFAS No. 144, as applicable, issued by the Financial Accounting
Standards Board”


 

















 


4


 


 


(h)                                 Deletion
of Certain Definitions.  The
definitions “364-Day Credit Agreement”,
“364-Day Facility Exposure”, “364-Day Facility Total Commitment” and “Existing Infinity Credit Agreement” contained
in Section 1.1 are hereby deleted in their entirety.


 


(i)                                     Revolving Credit Loans.  Section 2.2(a) is hereby amended by
deleting the phrase “in the case of Eurocurrency US$-Canadian Loans and
Eurocurrency Revolving Loans” in its entirety and substituting therefor the new
phrase “in the case of Eurocurrency US$-Canadian Loans and Eurocurrency
Revolving Loans denominated in Dollars”.


 


(j)                                     Funding of Multi-Currency Revolving Loans.  Section 2.2(b) is hereby amended in its
entirety to read as follows:


 


“(b)                           Each
Lender or US-Canadian Lender, as applicable, shall make each Loan (other than
(i) a Swingline Loan, as to which this Section 2.2 shall not apply, (ii) a
C$ Loan, as to which Annex II shall govern, and (iii) a Multi-Currency
Revolving Loan) to be made by it on the proposed date thereof by wire transfer
of immediately available funds to the Administrative Agent in New York, New
York, not later than 12:00 noon, New York City time (or, in connection with an
ABR Loan to be made on the same day on which a notice is submitted, 12:30 p.m.,
New York City time) and the Administrative Agent shall by 3:00 p.m., New York
City time, credit the amounts so received to the general deposit account of the
relevant Borrower with the Administrative Agent.  Each US-Canadian Lender shall make each US$-Canadian Loan through
a branch or Lender Affiliate of such US-Canadian Lender located in the United
States (or as otherwise may be agreed from time to time between Viacom and such
US-Canadian Lender).  Each Lender shall
make each Multi-Currency Revolving Loan to be made by it on the proposed date
thereof by wire transfer of immediately available funds to the Administrative
Agent at its offices at J.P. Morgan Europe Limited, 125 London Wall, London,
England EC2Y 5AJ, United Kingdom, not later than (A) in the case of any
Multi-Currency Revolving Loan denominated in Euros or Sterling, 3:00 p.m.,
London time, or (B) in the case of any Multi-Currency Revolving Loan
denominated in Yen, 3:00 p.m., Tokyo time, and the Administrative Agent shall
by 3:00 p.m., New York City time, credit the amounts so received to the general
deposit account of the relevant Borrower with the Administrative Agent.”


 


(k)                                  Swingline Loans.  Section 2.6(a) is hereby amended by adding the following proviso to the end of the first sentence
thereof immediately preceding the period:


 

















 


5


 


 


“; provided, that after giving effect to each
Swingline Loan, the Total Revolving Facility Exposure shall not exceed the
Total Revolving Commitment then in effect”


 


(l)                                     Obligations Absolute.  Section 2.6(f) is hereby amended by
deleting the phrase “a Default or an Event of Default” in its entirety and
substituting therefor the new phrase “a Default or an Event of Default (other
than an Event of Default described in Article VI, paragraph (f) or (g), in
the case of each Lender’s obligation to make Revolving Credit Loans pursuant to
Section 2.6(c))”.


 


(m)                               Letters of Credit.  Section 2.7(a) is hereby amended by
deleting the phrase “provided, that in no event shall the Aggregate LC Exposure exceed
$750,000,000 at any time” in its entirety and substituting therefor the new
phrase “provided,
that (A) in no event
shall the Aggregate LC Exposure exceed $750,000,000 at any time and (B) after
giving effect to each issuance of a Letter of Credit, the Total Revolving
Facility Exposure shall not exceed the Total Revolving Commitment then in
effect”.


 


(n)                                 Determination of Dollar Equivalents.  Section 2.7(h)(i) is hereby amended by
deleting the phrase “For all purposes of this Agreement” in its entirety and
substituting therefor the new phrase “For all purposes of this Agreement
(except as otherwise set forth in Section 2.22)”.


 


(o)                                 Interest on Loans.  Section 2.10(a) is hereby amended by
deleting the phrase “the Eurocurrency Rate for the Interest Period in effect
for such Loan plus the Margin” in its entirety and substituting therefor the
new phrase “the Eurocurrency Rate for the Interest Period in effect for such
Loan plus or minus (as the case may be) the Margin”.


 


(p)                                 Termination, Reduction and Increase of Commitments.  Section 2.13(c) is hereby amended by
deleting the phrase “to an
aggregate amount, when added to the aggregate amount of Total Commitments (as
defined under the 364-Day Credit Agreement) under the 364-Day Credit Agreement,
not to exceed $4,500,000,000” in its entirety and substituting therefor
the new phrase “to an aggregate amount not to exceed $2,000,000,000”.


 


(q)                                 Increase or Decrease in Multi-Currency Sublimits.  Section 2.13(g) is hereby amended in
its entirety to read as follows:


 


“(g)                           Upon a decrease, pursuant to
Section 2.13(a) or (b), in the Total Revolving Commitments, Viacom may
decrease the Total Multi-Currency Sublimit and/or the Multi-Currency Sublimit
with respect to any or all Multi-Currencies, in each case in a minimum
principal amount of $10,000,000 and in integral multiples of $1,000,000 in
excess thereof.  No such termination or


 

















 


6


 


 


reduction shall be made if, after giving effect
thereto and to any prepayments of the Loans made on the effective date thereof,
(i) the Multi-Currency Sublimit with respect to each applicable Multi-Currency
would be less than the Multi-Currency Revolving Loans outstanding in such
Multi-Currency at such time or (ii) the Total Multi-Currency Sublimit would be
less than the outstanding principal amount of Multi-Currency Revolving Loans at
such time. Upon an increase, pursuant to Section 2.13(c), in the Total
Revolving Commitments or Total Canadian Commitments, as applicable, the
Administrative Agent, with the consent of the Required Facility Lenders in
respect of the relevant Facility, may increase the Total Multi-Currency
Sublimit and/or the Multi-Currency Sublimit with respect to Canadian Dollars or
any or all Multi-Currencies to an amount not in excess of the Total Canadian
Commitments or Total Revolving Commitments, as applicable.”


 


(r)                                    Payments. 
Section 2.19(a) is hereby amended by deleting the phrase “at its offices at Chase Manhattan
International Ltd., 9 Thomas Moore Street, London E1-9YT United Kingdom”
in its entirety and substituting therefor the new phrase “at its offices at
J.P. Morgan Europe Limited, 125 London Wall, London, England EC2Y 5AJ, United
Kingdom”.


 


(s)                                  Currency Equivalents.  Section 2.22(d) is hereby amended by
deleting the phrase “the Commitment Utilization Percentage is greater than
110%” in its entirety and substituting therefor the new phrase “the Commitment
Utilization Percentage (calculated without giving effect to clauses (a)(iii)
and (b)(ii) contained in the definition thereof in Section 1.1) is greater than 110%”.


 


(t)                                    Dividends by
Blockbuster Inc.  Section 5.4 is hereby amended by (i)
deleting the word “and” at the end of subsection (e) thereof in its
entirety, and (ii) adding the following new subsection (g) at the end
thereof immediately preceding the period:


 


“; and


 


(g)                                 Blockbuster
Inc. may pay a dividend to its shareholders in contemplation of, or otherwise
in connection with, the Blockbuster Event”


 


(u)                                 Liens. 
Section 5.5 is
hereby amended by (i) deleting the word “and” at the end of subsection (d)
thereof in its entirety, and (ii) adding the following new subsection (f)
at the end thereof immediately preceding the period:


 


“; and


 

















 


7


 


 


(f)                                    Liens
securing Indebtedness permitted under Section 5.6(h), provided, that such Liens shall be
non-recourse to Viacom and Viacom International and shall extend solely to the
Property of Blockbuster Inc. and its Subsidiaries”


 


(v)                                 Limitation on Subsidiary Indebtedness.  Section 5.6 is hereby amended by (i)
deleting the phrase “the declaration of a note payable dividend by any
Subsidiary” set forth in subsection (b) thereof in its entirety and
substituting therefor the new phrase “the declaration of any dividend
(including a note payable dividend) by any Subsidiary”; (ii) deleting the
phrase “existing at any time
under the 364-Day Credit Agreement or under the Existing Infinity Credit
Agreement” set forth in subsection (d) thereof in its entirety and
substituting therefor the new phrase “existing at any time under the $3.0
Billion Five-Year Credit Agreement”; (iii) deleting the word “and” at the end
of subsection (f) thereof in its entirety; (iv) replacing the period at
the end thereof with a semicolon; and (v) adding the following new subsections
(h) and (i) at the end thereof:


 


“(h)                           Indebtedness
of Blockbuster Inc. and its Subsidiaries incurred after the Closing Date in
contemplation of, or otherwise in connection with, the Blockbuster Event, provided that such Indebtedness shall be
non-recourse to Viacom and its Subsidiaries (other than Blockbuster Inc. and
its Subsidiaries); and


 


(i)                                     other
Indebtedness set forth in Schedule 5.6(i).”


 


(w)                               Viacom Guarantee Payments.  Section 8.1(f) is hereby amended by
deleting the phrase “at its offices at Chase Manhattan International Ltd., 9
Thomas Moore Street, London E1-9YT United Kingdom, in immediately available
funds” in its entirety and substituting therefor the new phrase “at its offices
at J.P. Morgan Europe Limited, 125 London Wall, London, England EC2Y 5AJ,
United Kingdom, in the relevant Multi-Currency and in immediately available
funds”.


 


(x)                                   Viacom International Guarantee Payments.  Section 8.2(f) is hereby amended by
deleting the phrase “at its offices at Chase Manhattan International Ltd., 9
Thomas Moore Street, London E1-9YT United Kingdom, in immediately available
funds” in its entirety and substituting therefor the new phrase “at its offices
at J.P. Morgan Europe Limited, 125 London Wall, London, England EC2Y 5AJ,
United Kingdom, in the relevant Multi-Currency and in immediately available
funds”.


 


(y)                                 Notices. 
Section 9.1(c) is hereby amended in its entirety to read as
follows:


 


“(c)                            if to the Administrative
Agent, to it at JPMorgan Chase Bank, 270 Park Avenue, New York, New York 10017,
Attention: James Stone (Telecopy No. (212) 270-4584), with a


 

















 


8


 


 


copy to (i) JPMorgan Chase Bank, Loan and Agency Services, 1111 Fannin
Street, 10th Floor, Houston, Texas 77002, Attention: Valerie
Grandinetti (Telecopy No. (713)
750-2358) and (ii) if such notice or other communication relates to a
Multi-Currency Revolving Loan (including any Borrowing Request for a
Multi-Currency Revolving Loan), J.P. Morgan Europe Limited, 125 London
Wall, London, England EC2Y 5AJ, United Kingdom, Attention:  Caroline Walsh (Telecopy No. 011-44-207-777-2360);”


 


(z)                                   Successors and Assigns.  Section 9.4 is hereby amended by (i)
deleting the phrase “Viacom and the Administrative Agent must give their prior
written consent” set forth in subsection (b) thereof in its entirety and
substituting therefor the new phrase “Viacom, the Administrative Agent and each
Issuing Lender must give their prior written consent”; (ii) deleting the phrase
“the written consent of Viacom and the Administrative Agent” set forth in
subsection (e) thereof in its entirety and substituting therefor the new
phrase “the written consent of Viacom, the Administrative Agent and each
Issuing Lender”; (iii) deleting the phrase “the consent of any Borrower or the
Agents” set forth in subsection (f) thereof in its entirety and
substituting therefor the new phrase “the consent of any Borrower, the Agents
or any Issuing Lender”; (iv) deleting the phrase “the prior written consent of
any Borrower or the Administrative Agent” set forth in subsection (h)
thereof in its entirety and substituting therefor the new phrase “the prior
written consent of any Borrower, the Administrative Agent or any Issuing
Lender”; and (v) deleting the phrase “the relevant Borrower and the
Administrative Agent and without paying any processing fee therefor, assign all
or a portion of its interests in any Loans to the Granting Bank or to any
financial institutions (consented to by such Borrower and the Administrative
Agent)” set forth in subsection (i) thereof in its entirety and
substituting therefor the new phrase “the relevant Borrower, the Administrative
Agent and the Issuing Lenders and without paying any processing fee therefor,
assign all or a portion of its interests in any Loans to the Granting Bank or
to any financial institutions (consented to by such Borrower, the
Administrative Agent and each Issuing Lender)”.


 


(aa)                            Indemnity.  Section 9.5(b) is hereby amended by deleting the phrase
“will not apply to any Losses to the extent” in its entirety and substituting
therefor the new phrase “will not apply to any Losses to which an Indemnified
Person becomes subject to the extent”.


 


(bb)                          Amendments.  Section 9.8(b) is hereby amended by deleting the phrase “or (vi) amend, modify or waive any
provision of Article VII” in its entirety and substituting therefor
the new phrase “, (vi) amend, modify or waive Section 2.17(a) in a manner
that would alter the pro rata
allocation of payments required thereby without the prior written consent of
all the Lenders, or (vii) amend, modify or waive any provision of
Article VII”.


 

















 


9


 


 


(cc)                            Form of Confidentiality Agreement.  The last paragraph of Exhibit D to the
Credit Agreement is hereby amended by deleting the phrase “we shall be entitled
to retain all Information and to use it” in its entirety and substituting
therefor the new phrase “we shall be entitled to retain all Information for so
long as we remain a Lender to use it”.


 


(dd)                          Form of Issuing Lender Agreement.  Exhibit F to the Credit Agreement is hereby
deleted in its entirety and Exhibit F attached hereto is substituted therefor.


 


(ee)                            Schedule of Guarantees.  Schedule 1.1(a) to the Credit Agreement
is hereby deleted in its entirety and Schedule 1.1(a) attached hereto is
substituted therefor.


 


(ff)                                Schedule of Other Indebtedness.  Schedule 5.6(i) attached hereto is
hereby made, and shall be deemed to be, Schedule 5.6(i) to the Credit
Agreement.


 


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 $3.0 Billion Five-Year Credit Agreement (as
defined in Section 1(a) 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 Required Lenders and the
Administrative Agent (provided,
that any Lender that executes the $3.0 Billion Five-Year Credit Agreement
(as defined in Section 1(a) above) shall be deemed to have delivered a
counterpart of this Amendment), and (ii) the consent of Viacom International,
substantially in the form of Exhibit A hereto, duly executed by an authorized
officer of Viacom International.


 


SECTION 3.  Representations
and Warranties of Borrower.  The Borrower hereby represents and warrants
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 the 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.


 

















 


10


 


 


(b)                                 Corporate Action.  The 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 the Borrower of this Amendment, and the performance by the Borrower
of this Amendment and the Amended Agreement, have been duly authorized by all
necessary corporate action on the Borrower’s part; this Amendment has been duly
and validly executed and delivered by the Borrower; and each of this Amendment
and the Amended Agreement constitutes a legal, valid and binding obligation of
the 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 the 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 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 constitutes 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.


 

















 


11


 


 


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.


 


[Remainder
of the page left blank intentionally; Signature page to follow.]


 

















 


S-1


 


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/ ROBERT G. FREEDLINE

  	
   

  
	
   

  	
   

  	
  Name:  Robert G. Freedline

  
	
   

  	
   

  	
  Title:  Senior Vice President
  and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, as

  
	
   

  	
  Administrative  Agent  and 
  as  agent  for 
  the

  Lenders party to the $3.0 Billion Five-Year Credit

  Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ THOMAS H. KOZLARK

  	
   

  
	
   

  	
   

  	
  Name:  Thomas H. Kozlark

  
	
   

  	
   

  	
  Title:  Vice President

  



 

















 


S-2


 


 


	
   

  	
  Lenders

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK (as successor to The Chase

  Manhattan Bank), as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ THOMAS H. KOZLARK

  	
   

  
	
   

  	
   

  	
  Name:  Thomas H. Kozlark

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, TORONTO BRANCH (as

  successor to The Chase Manhattan Bank, Toronto Branch),

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ THOMAS H. KOZLARK

  	
   

  
	
   

  	
   

  	
  Name:  Thomas H. Kozlark

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK, N.A., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ CAROLYN A. KEE

  	
   

  
	
   

  	
   

  	
  Name:  Carolyn A. Kee

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK N.A., CANADIAN BRANCH, as a

  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ ADAM SHEPHERD

  	
   

  
	
   

  	
   

  	
  Name:  Adam Shepherd

  
	
   

  	
   

  	
  Title:  Authorized Signer

  



 

















 


S-3


 


 


	
   

  	
  BANK OF AMERICA, N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ THOMAS J. KANE

  	
   

  
	
   

  	
   

  	
  Name:  Thomas J. Kane

  
	
   

  	
   

  	
  Title:  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A. (acting through

  its Canada branch), as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ NELSON LAM

  	
   

  
	
   

  	
   

  	
  Name:  Nelson Lam

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FLEET NATIONAL BANK, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ LAURA NEENAN

  	
   

  
	
   

  	
   

  	
  Name:  Laura Neenan

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUMITOMO MITSUI BANKING

  CORPORATION (as successor to The Sumitomo

  Bank, Limited), as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ LEO E. PAGARIGAN

  	
   

  
	
   

  	
   

  	
  Name:  Leo E. Pagarigan

  
	
   

  	
   

  	
  Title:  Senior Vice President

  



 

















 


S-4


 


 


	
   

  	
  THE BANK OF NEW YORK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ CYNTHIA L. ROGERS

  	
   

  
	
   

  	
   

  	
  Name:  Cynthia L. Rogers

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF TOKYO-MITSUBISHI,

  LTD., NEW YORK BRANCH, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ LINDA TAM

  	
   

  
	
   

  	
   

  	
  Name:  Linda Tam

  
	
   

  	
   

  	
  Title:  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK AG, NEW YORK

  BRANCH and/or CAYMAN ISLANDS

  BRANCH, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ DAVID G. DICKINSON, JR.

  	
   

  
	
   

  	
   

  	
  Name:  David G. Dickinson, Jr.

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ WILLIAM W. MCGINTY

  	
   

  
	
   

  	
   

  	
  Name:  William W. McGinty

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK AG, CANADA

  BRANCH, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ ROBERT JOHNSON

  	
   

  
	
   

  	
   

  	
  Name:  Robert Johnson

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ MARCELLUS LEUNG

  	
   

  
	
   

  	
   

  	
  Name:  Marcellus Leung

  
	
   

  	
   

  	
  Title:  Assistant Vice
  President

  



 

















 


S-5


 


 


	
   

  	
  MIZUHO CORPORATE BANK, LTD. (as

  successor in interest to The Dai-Ichi Kangyo

  Bank Ltd., The Fuji Bank, Limited, and The

  Industrial Bank of Japan, Limited), as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ MARK GRONICH

  	
   

  
	
   

  	
   

  	
  Name:  Mark Gronich

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NOVA SCOTIA, as a

  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BARCLAYS BANK PLC, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ L. PETER YETMAN

  	
   

  
	
   

  	
   

  	
  Name:  L. Peter Yetman

  
	
   

  	
   

  	
  Title:  Director

  



 

















 


S-6


 


 


	
   

  	
  UFJ BANK LIMITED (as successor to The

  Sanwa Bank, Limited, New York Branch,

  and The Tokai Bank, Limited, New York

  Branch), as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DRESDNER BANK AG, NEW YORK

  AND GRAND CAYMAN BRANCHES, as

  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ BRIAN SMITH

  	
   

  
	
   

  	
   

  	
  Name:  Brian Smith

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ BRIAN SCHNEIDER

  	
   

  
	
   

  	
   

  	
  Name:  Brian Schneider

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MELLON BANK, N.A., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ THOMAS J. TARASOVICH, JR.

  	
   

  
	
   

  	
   

  	
  Name:  Thomas J. Tarasovich,
  Jr.

  
	
   

  	
   

  	
  Title:  Assistant Vice
  President

  



 

















 


S-7


 


 


	
   

  	
  CREDIT SUISSE FIRST BOSTON, Acting

  Through Its Cayman Islands Branch, as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ BILL O’DALY

  	
   

  
	
   

  	
   

  	
  Name:  Bill O’Daly

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ CASSANDRA DROOGAN

  	
   

  
	
   

  	
   

  	
  Name:  Cassandra Droogan

  
	
   

  	
   

  	
  Title:  Associate

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE FIRST BOSTON Toronto

  Branch, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/ ALAIN DAOUST

  	
   

  
	
   

  	
   

  	
  Name:  Alain Daoust

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ PETER CHAUVIN

  	
   

  
	
   

  	
   

  	
  Name:  Peter Chauvin

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK ONE, NA, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ JOHN E. GLISSON

  	
   

  
	
   

  	
   

  	
  Name:  John E. Glisson

  
	
   

  	
   

  	
  Title:  Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK ONE, NA, CANADA BRANCH, as

  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ JOHN E. GLISSON

  	
   

  
	
   

  	
   

  	
  Name:  John E. Glisson

  
	
   

  	
   

  	
  Title:  Associate Director

  



 

















 


S-8


 


 


	
   

  	
  THE ROYAL BANK OF SCOTLAND

  PLC, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ DAVID A. LUCAS

  	
   

  
	
   

  	
   

  	
  Name:  David A. Lucas

  
	
   

  	
   

  	
  Title:  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ RUSSELL J. LYONS

  	
   

  
	
   

  	
   

  	
  Name:  Russell J. Lyons

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WESTLB AG, NEW YORK BRANCH (as

  successor to Westdeutsche Landesbank

  Girozentrale, New York Branch), as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/ LUCIE L. GUERNSEY

  	
   

  
	
   

  	
   

  	
  Name:  Lucie L. Guernsey

  
	
   

  	
   

  	
  Title:  Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ RICHARD J. PEARSE

  	
   

  
	
   

  	
   

  	
  Name:  Richard J. Pearse

  
	
   

  	
   

  	
  Title:  Executive Director

  



 

















 


S-9


 


 


	
   

  	
  LLOYDS TSB BANK PLC, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ PETER T. DOYLE

  	
   

  
	
   

  	
   

  	
  Name:  Peter T. Doyle

  
	
   

  	
   

  	
  Title:  Vice President,
  Corporate

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE NORINCHUKIN BANK, NEW

  YORK BRANCH, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/ FUMIAKI ONO

  	
   

  
	
   

  	
   

  	
  Name:  Fumiaki Ono

  
	
   

  	
   

  	
  Title:  General Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  SUNTRUST BANK, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  ABN AMRO BANK N.V., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/ FRANCES O’R. LOGAN

  	
   

  
	
   

  	
   

  	
  Name:  Frances O’R. Logan

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ SHILPA PARANDEKAR

  	
   

  
	
   

  	
   

  	
  Name:  Shilpa Parandekar

  
	
   

  	
   

  	
  Title:  Vice President

  



 

















 


S-10


 


 


	
   

  	
  UBS AG, STAMFORD BRANCH, as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ WILFRED V. SAINT

  	
   

  
	
   

  	
   

  	
  Name:  Wilfred V. Saint

  
	
   

  	
   

  	
  Title:

  	
  Associate Director, Banking

  Products Services, US

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ BARBARA EZELL-MCMICHAEL

  	
   

  
	
   

  	
   

  	
  Name:  Barbara Ezell-McMichael

  
	
   

  	
   

  	
  Title:

  	
  Associate Director, Banking

  Products Services, US

  
	
   

  	
   

  
	
   

  	
  MERRILL LYNCH BANK USA, as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/ LOUIS ALDER

  	
   

  
	
   

  	
   

  	
  Name:  Louis Alder

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL AUSTRALIA BANK

  LIMITED, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ EDUARDO SALAZAR

  	
   

  
	
   

  	
   

  	
  Name:  Eduardo Salazar

  
	
   

  	
   

  	
  Title:  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF SCOTLAND, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: