Exhibit 10(z)


 


[EXECUTION COPY]


 




 


 





$3,000,000,000


 


FIVE-YEAR
CREDIT AGREEMENT


 


among


 


VIACOM
INC.,


 


VIACOM
INTERNATIONAL INC.,


 


THE
SUBSIDIARY BORROWERS PARTIES HERETO,


 


THE
LENDERS NAMED HEREIN,


 


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,


 


 


Dated
as of February 19, 2004


 


 




 


JPMORGAN SECURITIES INC.





and


CITIGROUP
GLOBAL MARKETS INC.,


as
Joint Lead Arrangers


 


JPMORGAN
SECURITIES INC.,


as
Sole Bookrunner


 

















 


TABLE
OF CONTENTS


 


 


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.1.

  	
  Defined
  Terms

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.2.

  	
  Terms
  Generally

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  THE CREDITS

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.1.

  	
  Commitments

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.2.

  	
  Revolving
  Credit Loans; Competitive Loans

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.3.

  	
  Competitive
  Bid Procedure

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.4.

  	
  Revolving
  Credit Borrowing Procedure

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.5.

  	
  Repayment
  of Loans

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.6.

  	
  Swingline
  Loans

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.7.

  	
  Letters
  of Credit

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.8.

  	
  Conversion
  and Continuation Options

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.9.

  	
  Fees

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.10.

  	
  Interest
  on Loans; Eurocurrency Tranches; Etc

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.11.

  	
  Default
  Interest

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.12.

  	
  Alternate
  Rate of Interest

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.13.

  	
  Termination
  and Reduction of Commitments

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.14.

  	
  Optional
  Prepayments of Revolving Credit Loans

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.15.

  	
  Reserve
  Requirements; Change in Circumstances

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.16.

  	
  Indemnity

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.17.

  	
  Pro Rata
  Treatment; Funding Matters; Evidence of Debt

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.18.

  	
  Sharing
  of Setoffs

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.19.

  	
  Payments

  	
  42

  



 


i

















 


	
   

  	
  SECTION 2.20.

  	
  Taxes

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.21.

  	
  Termination
  or Assignment of Commitments Under Certain Circumstances

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.22.

  	
  Currency
  Equivalents

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.23.

  	
  Judgment
  Currency

  	
  46

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  REPRESENTATIONS AND
  WARRANTIES

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.1.

  	
  Corporate
  Existence

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.2.

  	
  Financial
  Condition

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.3.

  	
  Litigation

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.4.

  	
  No
  Breach, etc

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.5.

  	
  Corporate
  Action

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.6.

  	
  Approvals

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.7.

  	
  ERISA

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.8.

  	
  Taxes

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.9.

  	
  Investment
  Company Act

  	
  49

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.10.

  	
  Environmental

  	
  49

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.11.

  	
  Material
  Subsidiaries

  	
  49

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  CONDITIONS OF
  EFFECTIVENESS AND LENDING

  	
  49

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.1.

  	
  Effectiveness

  	
  49

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.2.

  	
  Initial
  Loans to Subsidiary Borrowers

  	
  49

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.3.

  	
  All
  Credit Events

  	
  50

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  COVENANTS

  	
  50

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.1.

  	
  Financial
  Statements

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.2.

  	
  Corporate
  Existence, Etc

  	
  53

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.3.

  	
  Insurance

  	
  53

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.4.

  	
  Prohibition
  of Fundamental Changes

  	
  54

  



 


ii

















 


	
   

  	
  SECTION 5.5.

  	
  Limitation
  on Liens

  	
  55

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.6.

  	
  Limitation
  on Subsidiary Indebtedness

  	
  55

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.7.

  	
  Consolidated
  Coverage Ratio

  	
  56

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.8.

  	
  Use of
  Proceeds

  	
  56

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.9.

  	
  Transactions
  with Affiliates

  	
  57

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  EVENTS OF DEFAULT

  	
  57

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  THE AGENTS

  	
  59

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  GUARANTEES

  	
  61

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 8.1.

  	
  Viacom
  Guarantee

  	
  61

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 8.2.

  	
  Viacom
  International Guarantee

  	
  64

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  MISCELLANEOUS

  	
  67

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.1.

  	
  Notices

  	
  67

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.2.

  	
  Survival
  of Agreement

  	
  68

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.3.

  	
  Binding
  Effect

  	
  68

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.4.

  	
  Successors
  and Assigns

  	
  68

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.5.

  	
  Expenses;
  Indemnity

  	
  72

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.6.

  	
  Right of
  Setoff

  	
  73

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.7.

  	
  APPLICABLE
  LAW

  	
  73

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.8.

  	
  Waivers;
  Amendment

  	
  73

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.9.

  	
  Entire
  Agreement

  	
  74

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.10.

  	
  Waiver
  of Jury Trial

  	
  74

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.11.

  	
  Severability

  	
  74

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.12.

  	
  Counterparts

  	
  74

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.13.

  	
  Headings

  	
  74

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.14.

  	
  Jurisdiction;
  Consent to Service of Process

  	
  75

  



 


iii

















 


	
   

  	
  SECTION 9.15.

  	
  Confidentiality

  	
  75

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.16.

  	
  Waiver
  of Notice of Termination Period

  	
  76

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.17.

  	
  Consent
  to Amendment to Existing $1.5 Billion Five-Year Credit Agreement

  	
  76

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ANNEXES

  	
   

  	
   

  
	
  Annex I

  	
  Pricing Grid

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
  Exhibit A

  	
  Administrative
  Questionnaire

  	
   

  
	
  Exhibit B-1

  	
  Form of Competitive Bid
  Request

  	
   

  
	
  Exhibit B-2

  	
  Form of Notice of
  Competitive Bid Request

  	
   

  
	
  Exhibit B-3

  	
  Form of Competitive Bid

  	
   

  
	
  Exhibit B-4

  	
  Form of Revolving Credit
  Borrowing Request

  	
   

  
	
  Exhibit B-5

  	
  Form of Swingline
  Borrowing Request

  	
   

  
	
  Exhibit B-6

  	
  Form of Notice of
  Designated Letter of Credit

  	
   

  
	
  Exhibit B-7

  	
  Form of Subsidiary
  Borrower Designation

  	
   

  
	
  Exhibit B-8

  	
  Form of Subsidiary
  Borrower Request

  	
   

  
	
  Exhibit C

  	
  Form of Assignment and
  Acceptance

  	
   

  
	
  Exhibit D

  	
  Form of Confidentiality
  Agreement

  	
   

  
	
  Exhibit E

  	
  Form of Closing
  Certificate

  	
   

  
	
  Exhibit F

  	
  Form of Issuing Lender
  Agreement

  	
   

  
	
  Exhibit G

  	
  Form of Amendment No. 3 to
  Existing $1.5 Billion Five-Year Credit Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  
	
  Schedule 1.1

  	
  Commitments; Addresses for
  Notices

  	
   

  
	
  Schedule 1.1(a)

  	
  Guarantees

  	
   

  
	
  Schedule 5.6

  	
  Subsidiary Indebtedness

  	
   

  
	
  Schedule VI(h)

  	
  Judgments

  	
   

  
						



 


iv

















 


FIVE-YEAR CREDIT AGREEMENT
entered into as of February 19, 2004, among VIACOM INC., a Delaware
corporation (“Viacom”), VIACOM
INTERNATIONAL INC. (“Viacom International”),
each Subsidiary Borrower (as herein defined); the lenders whose names appear on
Schedule 1.1 hereto or who subsequently become parties hereto as provided
herein (the “Lenders”); JPMORGAN
CHASE BANK, a New York banking corporation (“JPMorgan
Chase”), as administrative agent for the Lenders; 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”).


 


W  I  T  N  E  S
S  E  T  H:


 


WHEREAS, Viacom has
requested that the Lenders provide extensions of credit to it and to certain
Subsidiary Borrowers to be used for general corporate purposes (including,
without limitation, acquisitions and commercial paper backup), which extensions
of credit shall enable the Borrowers (as herein defined) to borrow loans and
cause the issuance of letters of credit in an aggregate amount not to exceed
$3.0 billion (except as reduced pursuant to Section 2.13) on a revolving
credit basis on and after the Closing Date (as herein defined) and prior to the
Revolving Credit Maturity Date (as herein defined); and


 


WHEREAS, Viacom has
requested that the Lenders provide a multi-currency borrowing option in an
aggregate principal amount not to exceed $1.0 billion (except as reduced
pursuant to Section 2.13), which the Lenders will make available to the
Borrowers with sublimits as follows: (i) Euros (as defined herein), $500
million, (ii) Sterling (as defined herein), $500 million and (iii) Yen (as
defined herein), $300 million; and


 


WHEREAS, the Lenders are
willing to extend credit to the Borrowers on the terms and subject to the
conditions herein set forth;


 


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


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.1.                       Defined Terms.  As
used in this Agreement, the following terms shall have the meanings specified
below:


 


“ABR Loan” shall mean (a) any Revolving Credit Loan bearing
interest at a rate determined by reference to the Alternate Base Rate in
accordance with the provisions of Article II and (b) any ABR Swingline
Loan.


 


“ABR Revolving Credit Loan” shall mean any Revolving Credit
Loan which is an ABR Loan.


 

















 


2


 


 


“ABR Swingline Exposures” shall mean at any time the
aggregate principal amount at such time of the outstanding ABR Swingline
Loans.  The ABR Swingline Exposure of
any Lender at any time shall mean its Revolving Credit Percentage of the aggregate
ABR Swingline Exposures at such time.


 


“ABR Swingline Loan” shall have the meaning assigned to such
term in Section 2.6(a).


 


“Absolute Rate Loan” shall mean any Competitive Loan bearing
interest at a fixed percentage rate per annum (expressed in the form of a
decimal rounded to no more than four decimal places) specified by the Lender
making such Loan in its Competitive Bid.


 


“Administrative Agent” shall mean JPMorgan Chase, together
with its affiliates, as an arranger of the Commitments and as the
administrative agent for the Lenders under this Agreement, and any successor
thereto pursuant to Article VII.


 


“Administrative Agent Fee Letter” shall mean the Fee Letter
with respect to this Agreement between Viacom and the Administrative Agent, as
amended, supplemented or otherwise modified from time to time.


 


“Administrative Agent’s Fees” shall have the meaning assigned
to such term in Section 2.9(c).


 


“Administrative Questionnaire” shall mean an Administrative
Questionnaire in the form of Exhibit A hereto.


 


“Affiliate” shall mean, as to Viacom, any Person which
directly or indirectly controls, is under common control with or is controlled
by Viacom.  As used in this definition,
“control” (including, with
correlative meanings, “controlled by”
and “under common control with”)
shall mean possession, directly or indirectly, of power to direct or cause the
direction of management or policies (whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise); provided that, in any event, any Person
which owns directly or indirectly 10% or more of the securities having ordinary
voting power for the election of directors or other governing body of a
corporation or 10% or more of the partnership or other ownership interests of
any other Person (other than as a limited partner of such other Person) will be
deemed to control such corporation or other Person.  Notwithstanding the foregoing, (a) no individual shall be deemed
to be an Affiliate of Viacom solely by reason of his or her being an officer,
director or employee of Viacom or any of its Subsidiaries and (b) Viacom
International and Viacom and their Subsidiaries shall not be deemed to be
Affiliates of each other, unless expressly stated to the contrary.


 


“Agents” shall mean the collective reference to the Administrative
Agent, the Joint Lead Arrangers, the Sole Bookrunner, the Co-Documentation
Agents and the Syndication Agent.


 


“Aggregate LC Exposure” shall mean, at any time, the sum of
(a) the aggregate undrawn amount of all Letters of Credit outstanding at such
time and (b) the aggregate amount which has been drawn under Letters of Credit
but for which the applicable Issuing Lender or the


 

















 


3


 


 


Lenders, as the case may be,
have not been reimbursed by Viacom or the relevant Subsidiary Borrower at such
time.


 


“Agreement” shall mean this Five-Year Credit Agreement, as
amended, supplemented or otherwise modified from time to time.


 


“Alternate Base Rate” shall mean, for any day, a rate per
annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the
greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 1⁄2 of 1%.  For purposes hereof, “Prime
Rate” shall mean the rate of interest per annum publicly announced
from time to time by the Lender serving as the Administrative Agent as its
prime rate in effect at its principal office in New York City; each change in
the Prime Rate shall be effective on the date such change is publicly announced
as effective; and “Federal Funds Effective
Rate” shall mean, for any day, the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average of the quotations
for the day of such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by it.  If for any reason the Administrative Agent
shall have determined (which determination shall be conclusive absent manifest
error) that it is unable to ascertain the Federal Funds Effective Rate for any
reason, including the inability or failure of the Administrative Agent to
obtain sufficient quotations in accordance with the terms thereof, the
Alternate Base Rate shall be the Prime Rate until the circumstances giving rise
to such inability no longer exist.  Any change
in the Alternate Base Rate due to a change in the Prime Rate or the Federal
Funds Effective Rate shall be effective on the effective date of such change in
the Prime Rate or the Federal Funds Effective Rate, respectively.


 


“Applicable Eurocurrency Margin” shall mean the “Applicable
Eurocurrency Margin” determined in accordance with the Pricing Grid set forth
in Annex I hereto.


 


“Applicable Facility Fee Rate” shall mean the “Applicable
Facility Fee Rate” determined in accordance with the Pricing Grid set forth in
Annex I hereto.


 


“Applicable LC Fee Rate” shall mean (a) with respect to
Financial Letters of Credit, the “Applicable Financial LC Fee Rate” determined
in accordance with the Pricing Grid set forth in Annex I hereto and (b) with
respect to Non-Financial Letters of Credit, the “Applicable Non-Financial LC
Fee Rate” determined in accordance with the Pricing Grid set forth in Annex I
hereto.


 


“Applicable Utilization Fee Rate” shall mean the “Applicable
Utilization Fee Rate” determined in accordance with the Pricing Grid set forth
in Annex I hereto.


 


“Assignment and Acceptance” shall mean an assignment and
acceptance entered into by a Lender and an assignee, and accepted by the
Administrative Agent, in the form of Exhibit C.


 

















 


4


 


 


“Blockbuster Event” means the sale or deconsolidation of
Blockbuster Inc. from Viacom (including, without limitation, by way of spin-off
or split-off), which sale or deconsolidation shall be substantially
non-recourse to Viacom and Viacom International.


 


“Board” shall mean the Board of Governors of the Federal
Reserve System of the United States.


 


“Bonds” shall have the meaning assigned to such term in
Section 8.2(g).


 


“Borrower” shall mean, as applicable, Viacom or the relevant
Subsidiary Borrower.


 


“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.


 


“Capital Lease Obligations” of any Person shall mean the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property (other
than satellite transponders), or a combination thereof, which obligations are
required to be classified and accounted for as capital leases on a balance
sheet of such Person under GAAP and, for the purposes of this Agreement, the
amount of such obligations at any time shall be the capitalized amount thereof
at such time determined in accordance with GAAP.


 


“Capital Stock” shall mean any and all shares, interests,
participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person (other than
a corporation) and any and all warrants or options to purchase any of the
foregoing.


 


“Closing Certificate” shall mean a certificate, substantially
in the form of Exhibit E.


 


“Closing Date” shall mean February 19, 2004.


 


“Code” shall mean the Internal Revenue Code of 1986, as the
same may be amended from time to time.


 


“Co-Documentation Agents” shall have the meaning assigned to
such term in the preamble hereto.


 


“Commitment” shall mean, with respect to each Lender, the
commitment of such Lender to make Revolving Credit Loans pursuant to
Section 2.1, to make or refund ABR Swingline Loans pursuant to
Section 2.6 and to issue or participate in Letters of Credit pursuant to
Section 2.7, as set forth on Schedule 1.1, as such Lender’s Commitment
may be permanently


 

















 


5


 


 


terminated or reduced from
time to time pursuant to Section 2.13 or changed pursuant to
Section 9.4.


 


“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 aggregate outstanding principal amount of Revolving Credit Loans,
including the aggregate outstanding principal amount of Letters of Credit,
Swingline Loans and Competitive Loans, plus
(ii) the Five-Year Facility Exposure, and (b) the denominator of which is the
sum of (i) the Total Commitment (or, on any day after termination of the
Commitments, the Total Commitment in effect immediately preceding such
termination) plus (ii) the Five-Year
Facility Total Commitment.


 


“Competitive Bid” shall mean an offer to make a Competitive
Loan pursuant to Section 2.3.


 


“Competitive Bid Rate” shall mean, as to any Competitive Bid
made pursuant to Section 2.3(b), (a) in the case of a Eurocurrency Competitive
Loan, the Margin, and (b) in the case of an Absolute Rate Loan, the fixed rate
of interest offered by the Lender making such Competitive Bid.


 


“Competitive Bid Request” shall mean a request made pursuant
to Section 2.3 in the form of Exhibit B-1.


 


“Competitive Loan” shall mean a Loan from a Lender to a
Borrower pursuant to the bidding procedure described in Section 2.3.  Each Competitive Loan shall be a
Eurocurrency Competitive Loan or an Absolute Rate Loan and, subject to
Section 2.3(a), may be denominated in Dollars or a Foreign Currency.


 


“Compliance Certificate” shall have the meaning assigned to
such term in Section 5.1.


 


“Confidential Information” shall have the meaning assigned to
such term in Section 9.15(a).


 


“Confidentiality Agreement” shall mean a confidentiality
agreement substantially in the form of Exhibit D, with such changes as Viacom
may approve.


 


“Consolidated Coverage Ratio” shall mean, for any period, the
ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest
Expense for such period.


 


“Consolidated EBITDA” shall mean, with respect to Viacom and
its Consolidated Subsidiaries for any period, operating profit (loss)
(excluding that related to Discontinued Operations), plus other income (loss),
plus interest income, plus depreciation and amortization (excluding
amortization related to programming rights, prepublication costs and
videocassettes), excluding (a) gains (losses) on sales of assets (except (I)
gains (losses) on sales of inventory sold in the ordinary course of business
and (II) gains (losses) on sales of other assets if such gains (losses) are
less than $10,000,000 individually and less than $50,000,000 in the aggregate
during such period), (b) other non-cash items (including (i) provisions for
losses and additions to valuation allowances, (ii) provisions for
restructuring, litigation and environmental reserves and


 

















 


6


 


 


losses on the Disposition of
businesses and (iii) pension settlement charges), and (c) nonrecurring expenses
incurred during such period in connection with the merger of CBS and Viacom
pursuant to the Agreement and Plan of Merger entered into by CBS, Viacom and
Viacom/CBS LLC dated as of September 6, 1999, as amended, amended and restated,
supplemented and otherwise modified from time to time, minus cash payments made
during such period in respect of non-cash charges taken during any previous
period (excluding cash payments in respect of non-cash charges taken prior to
December 31, 1999).


 


“Consolidated Interest Expense” shall mean for any period the
gross cash interest expense of Viacom and its Consolidated Subsidiaries on
Indebtedness for such period plus cash dividends paid on preferred stock to
Persons other than Viacom and its Wholly Owned Subsidiaries for such period,
but excluding the gross cash interest expense of the Discontinued Operations
for such period.


 


“Consolidated Subsidiary” shall mean, as to any Person, each
Subsidiary of such Person (whether now existing or hereafter created or
acquired) the financial statements of which shall be consolidated with the
financial statements of such Person in accordance with GAAP.


 


“Consolidated Tangible Assets” shall mean at any date the
assets of Viacom and its Subsidiaries determined on such date on a consolidated
basis, less goodwill and other
intangible assets.


 


“Credit Event” shall mean the making of any Loan or the
issuance of any Letter of Credit hereunder (including the designation of a
Designated Letter of Credit as a “Letter of
Credit” hereunder).  It is
understood that conversions and continuations pursuant to Section 2.8 do
not constitute “Credit Events”.


 


“Debt Rating” shall mean the rating applicable to Viacom’s
senior, unsecured, non-credit-enhanced long-term indebtedness for borrowed
money, as assigned by either Rating Agency.


 


“Default” shall mean any event or condition which upon
notice, lapse of time or both would constitute an Event of Default.


 


“Designated Letters of Credit” shall mean each letter of
credit issued by an Issuing Lender that (a) is not a Letter of Credit hereunder
at the time of its issuance and (b) is designated on or after the Closing Date
by Viacom or any Subsidiary Borrower, with the consent of such Issuing Lender,
as a “Letter of Credit” hereunder by written notice to the Administrative Agent
in the form of Exhibit B-6.


 


“Discontinued Operations” shall mean the operations
classified as “discontinued operations” pursuant to Accounting Principles Board
Opinion No. 30 as presented in the quarterly report of CBS on Form 10-Q for the
quarter ended September 30, 1997 and filed with the SEC on
December 14, 1997.


 


“Disposition” shall mean, with respect to any Property, any
sale, lease, assignment, conveyance, transfer or other disposition thereof; and
the terms “Dispose” and “Disposed of” shall have correlative
meanings.


 

















 


7


 


 


“Dollars” or “$”
shall mean lawful money of the United States of America.


 


“Environmental Laws” shall mean any and all Federal, state,
local and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements
or other governmental restrictions relating to the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals, or industrial, toxic or hazardous substances or wastes into the
environment, including, without limitation, ambient air, surface water, ground
water or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, chemicals or industrial, toxic or hazardous
substances or wastes.


 


“ERISA” shall mean the Employee Retirement Income Security
Act of 1974, as amended from time to time.


 


“ERISA Affiliate” shall mean, with respect to Viacom, any
trade or business (whether or not incorporated) that is a member of a group of
which Viacom is a member and which is treated as a single employer under
Section 414 of the Code.


 


“Eurocurrency Competitive Loan” shall mean any Competitive
Loan which is a Eurocurrency Loan.


 


“Eurocurrency Loan” shall mean any Loan bearing interest at a
rate determined by reference to the Eurocurrency Rate.


 


“Eurocurrency Rate” shall mean, with respect to an Interest
Period (a) pertaining to any Eurocurrency Loan (except any Eurocurrency Loan
denominated in Sterling), the rate of interest determined on the basis of the
rate for deposits in Dollars or the relevant Foreign Currency, as the case may
be, for a period equal to such Interest Period commencing on the first day of
such Interest Period appearing on Page 3750 (or, in the case of any Foreign
Currency, the applicable page) of the Telerate Screen as of 11:00 a.m., London
time, two Business Days prior to the beginning of such Interest Period and (b)
pertaining to any Eurocurrency Loan denominated in Sterling, the rate of
interest determined by the Administrative Agent to be the average of the rates
quoted by the Reference Banks at approximately 11:00 a.m., London time (or as
soon thereafter as practicable), on the day two Business Days prior to the
first day of the Interest Period for such Loans for the offering by the
Reference Banks to leading banks in the London interbank market of deposits in
Sterling having a term comparable to such Interest Period and in an amount
comparable to the principal amount of the respective Eurocurrency Loans of the
Reference Banks to which such Interest Period relates.  With respect to clause (a) of the preceding
sentence, in the event that such rate does not appear on such page of the
Telerate Screen (or otherwise on the Telerate Service), the “Eurocurrency Rate” shall instead be the
interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%)
equal to the average of the rates at which deposits in Dollars or the relevant
Foreign Currency, as the case may be, approximately equal in principal amount
to (i) in the case of a Eurocurrency Tranche, the portion of such Eurocurrency
Tranche of the Lender serving as Administrative Agent and (ii) in the case of a
Eurocurrency Competitive Loan, a principal amount that would have been the
portion of such Loan of the Lender serving as the Administrative Agent had such
Loan been a


 

















 


8


 


 


Eurocurrency Revolving
Credit Loan, and for a maturity comparable to such Interest Period, are offered
by the principal London offices of the Reference Banks (or, if any Reference
Bank does not at the time maintain a London office, the principal London office
of any affiliate of such Reference Bank) for immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period.


 


“Eurocurrency Revolving Credit Loan” shall mean any Revolving
Credit Loan which is a Eurocurrency Loan. 
Subject to the limitations contained herein, a Eurocurrency Revolving
Credit Loan may be a Multi-Currency Revolving Loan.


 


“Eurocurrency Tranche” shall mean the collective reference to
Eurocurrency Loans denominated in the same currency made by the Lenders, the
then current Interest Periods with respect to all of which begin on the same
date and end on the same later date (whether or not such Eurocurrency Loans
shall originally have been made on the same day).


 


“Euros” shall mean the single currency of participating
member states of the European Monetary Union.


 


“Event of Default” shall have the meaning assigned to such
term in Article VI; provided that
any requirement for the giving of notice, the lapse of time, or both, has been
satisfied.


 


“Excess Utilization Day” shall mean each day on which the
Commitment Utilization Percentage exceeds 50%.


 


“Exchange Act Report” shall have the meaning assigned to such
term in Section 3.3.


 


“Existing $1.45 Billion Five-Year Credit Agreement” shall
mean the $1,450,000,000 Amended and Restated Five-Year Credit Agreement, dated
as of May 3, 2000, as amended and restated as of March 7, 2001, and as
amended by Amendment No. 1 thereto, dated as of February 28, 2003, among
Viacom, Viacom International, the subsidiary borrowers parties thereto, the
lenders named therein, JPMorgan Chase Bank (as successor to The Chase Manhattan
Bank), as administrative agent, Fleet National Bank and Bank of America, N.A.,
as co-syndication agents, and Bank of New York, as documentation agent.


 


“Existing $1.5 Billion Five-Year Credit Agreement” shall mean
the Five-Year Credit Agreement, dated as of March 7, 2001, as amended by
Amendment No. 1 thereto, dated as of March 5, 2002, Amendment No. 2
thereto, dated as of February 28, 2003, and Amendment No. 3 thereto, dated
as of February 19, 2004, among Viacom, Viacom International, each
subsidiary borrower party thereto, the lenders named therein, JPMorgan Chase
Bank (as successor to The Chase Manhattan Bank), as administrative agent,
Salomon Smith Barney Inc., as syndication agent, and Bank of America, N.A. and
Fleet National Bank, as co-documentation agents, as the same may be further
amended, supplemented, restated or otherwise modified from time to time.


 

















 


9


 


 


“Existing Credit Agreements” shall mean (a) the Existing
$1.45 Billion Five-Year Credit Agreement, and (b) the $1,700,000,000 364-Day
Credit Agreement, dated as of February 28, 2003, among Viacom, Viacom
International, each subsidiary borrower party thereto, the lenders party
thereto, JPMorgan Chase Bank, as administrative agent, Salomon Smith Barney
Inc., 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.


 


“Facility Exposure” shall mean, with respect to any Lender,
the sum of (a) the Outstanding Revolving Extensions of Credit of such Lender,
(b) the aggregate outstanding principal amount of any Competitive Loans made by
such Lender and (c) in the case of a Swingline Lender, the aggregate
outstanding principal amount of any Quoted Swingline Loans made by such
Swingline Lender.


 


“Facility Fees” shall mean all fees payable pursuant to
Section 2.9(a).


 


“Federal Funds Effective Rate” shall have the meaning
assigned to such term in the definition of “Alternate Base Rate”.


 


“Fees” shall mean the Facility Fees, the Administrative
Agent’s Fees, the Issuing Lender Fees, the LC Fees and the Utilization Fees.


 


“Financial Covenant” shall mean the financial covenant
contained in Section 5.7.


 


“Financial Letter of Credit” shall mean any Letter of Credit
that, as determined by the Administrative Agent acting in good faith, (a)
supports a financial obligation and (b) qualifies for the 100% credit
conversion factor under the applicable Bank for International Settlements
guidelines.


 


“Financial Officer” of any corporation shall mean its Chief
Financial Officer, its Vice President and Treasurer or its Vice President and
Chief Accounting Officer or, in each case, any comparable officer or any Person
designated by any such officer.


 


“Five-Year Facility Exposure”shall mean on any day the sum of (i) the Total Revolving Facility
Exposure (as defined in the Existing $1.5 Billion Five-Year Credit Agreement),
including the aggregate outstanding principal amount of Letters of Credit,
Swingline Loans and Competitive Loans (as such terms are defined in the
Existing $1.5 Billion Five-Year Credit Agreement), plus (ii) the Total Canadian Facility Exposure (as defined
in the Existing $1.5 Billion Five-Year Credit Agreement), in each case under
the Existing $1.5 Billion Five-Year Credit Agreement on such day.


 


“Five-Year Facility Total Commitment” shall mean on any day
the sum of the Total Revolving Commitment and the Total Canadian Commitment (as
such terms are defined in the Existing $1.5 Billion Five-Year Credit Agreement)
(or, on any day after termination of the Commitments (as defined in the
Existing $1.5 Billion Five-Year Credit Agreement), the Total Revolving
Commitment and the Total Canadian Commitment in effect immediately preceding
such termination), in each case under the Existing $1.5 Billion Five-Year
Credit Agreement on such day.


 

















 


10


 


 


“Foreign Currency” shall mean any currency (including,
without limitation, any Multi-Currency, but excluding Dollars) which is readily
transferable and readily convertible by the relevant Lender or Issuing Lender,
as the case may be, into Dollars in the London interbank market.


 


“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.


 


“GAAP” shall mean generally accepted accounting principles.


 


“Governmental Authority” shall mean any Federal, state, local
or foreign court or governmental agency, authority, instrumentality or
regulatory body.


 


“Granting Bank” shall have the meaning specified in
Section 9.4(i).


 


“Guarantee” of or by any Person shall mean any obligation,
contingent or otherwise, of such Person guaranteeing or entered into with the
purpose of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or
indirect, (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or to purchase (or to advance or supply funds
for the purchase of) any security for the payment of such Indebtedness, (b) to
purchase Property, securities or services for the purpose of assuring the owner
of such Indebtedness of the payment of such Indebtedness or (c) to maintain
working capital, equity capital or other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay
such Indebtedness; provided, however,
that the term “Guarantee” shall
not include endorsements for collection or deposit, in either case in the
ordinary course of business.


 


“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


 

















 


11


 


 


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 (a) guarantees in existence on the date
hereof of Indebtedness of Discontinued Operations and (b) guarantees of
Indebtedness that are identified on Schedule 1.1(a) hereto, (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 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.


 


“Indemnified Person” shall have the meaning assigned to such
term in Section 9.5(b).


 


“Interest Payment Date” shall mean (a) with respect to any
Eurocurrency Loan or Absolute Rate Loan, the last day of the Interest Period
applicable thereto and, in the case of a Eurocurrency Loan with an Interest
Period of more than three months’ duration or an Absolute Rate Loan with an
Interest Period of more than 90 days’ duration, each day that would have been
an Interest Payment Date for such Loan had successive Interest Periods of three
months’ duration or 90 days’ duration, as the case may be, been applicable to
such Loan and, in addition, the date of any conversion of any Eurocurrency
Revolving Credit Loan to an ABR Loan, the date of repayment or prepayment of
any Eurocurrency Loan and the applicable Maturity Date; (b) with respect to any
ABR Loan (other than an ABR Swingline Loan which is not an Unrefunded Swingline
Loan), the last day of each March, June, September and December and
the applicable Maturity Date; (c) with respect to any ABR Swingline Loan (other
than an Unrefunded Swingline Loan), the earlier of (i) the day that is five
Business Days after such Loan is made and (ii) the Revolving Credit Maturity
Date and (d) with respect to any Quoted Swingline Loan, the date established as
such by the relevant Swingline Borrower and the relevant Swingline Lender prior
to the making thereof (but in any event no later than the Revolving Credit
Maturity Date).


 


“Interest Period” shall mean (a) as to any Eurocurrency Loan,
the period commencing on the borrowing date or conversion date of such Loan, or
on the last day of the immediately preceding Interest Period applicable to such
Loan, as the case may be, and ending on the numerically corresponding day (or,
if there is no numerically corresponding day, on the last day) in the calendar
month that is 7 days (subject to the prior consent of each Lender) or 1, 2, 3
or 6 months or (subject to the prior consent of each Lender) 9 or 12 months
thereafter, as the relevant Borrower may elect, and (b) as to any Absolute Rate
Loan, the period commencing on the date of such Loan and ending on the date
specified in the Competitive Bids in which the offer to make such Absolute Rate
Loan was extended; provided, however,
that (i) if any Interest Period would end on a day other than a Business Day,
such Interest Period shall be extended to the next succeeding Business Day
unless, in the case of Eurocurrency Loans only, such next succeeding Business
Day would fall in the next calendar month, in which case such Interest


 

















 


12


 


 


Period shall end on the next
preceding Business Day and (ii) notwithstanding anything to the contrary
herein, no Borrower may select an Interest Period which would end after the
Maturity Date applicable to the relevant Loan. 
Interest shall accrue from and including that first day of an Interest
Period to but excluding the last day of such Interest Period.


 


“Issuing Lender” shall mean any Lender designated as an
Issuing Lender in an Issuing Lender Agreement executed by such Lender, Viacom
and the Administrative Agent; provided,
that the Issuing Lender may, in its discretion, arrange for one or more Letters
of Credit to be issued by any of its Lender Affiliates (in which case the term
“Issuing Lender” shall include
such Lender Affiliate with respect to Letters of Credit issued by such Lender
Affiliate); provided, further,
with respect to any Designated Letter of Credit, the term “Issuing Lender” shall include the Lender
or Lender Affiliate of such Lender which issued such Designated Letter of
Credit.


 


“Issuing Lender Agreement” shall mean an agreement,
substantially in the form of Exhibit F, executed by a Lender, Viacom and the
Administrative Agent pursuant to which such Lender agrees to become an Issuing
Lender hereunder.


 


“Issuing Lender Fees” shall mean, as to any Issuing Lender,
the fees set forth in the applicable Issuing Lender Agreement.


 


“Joint Lead Arrangers” shall mean JPMorgan Securities Inc., a
New York corporation, and Citigroup Global Markets Inc., a New York
corporation.


 


“JPMorgan Chase” shall have the meaning assigned to such term
in the preamble to this Agreement.


 


“LC Disbursement” shall mean any payment or disbursement made
by an Issuing Lender under or pursuant to a Letter of Credit.


 


“LC Exposure” shall mean, as to each Lender, such Lender’s
Revolving Credit Percentage of the Aggregate LC Exposure.


 


“LC Fee” shall have the meaning assigned to such term in
Section 2.9(b).


 


“Lender Affiliate” shall mean, (a) with respect to any
Lender, (i) an affiliate of such Lender or (ii) any entity (whether a
corporation, partnership, trust or otherwise) that is engaged in making,
purchasing, holding or otherwise investing in bank loans and similar extensions
of credit in the ordinary course of its business and is administered or managed
by a Lender or an affiliate of such Lender and (b) with respect to any Lender
that is a fund which invests in bank loans and similar extensions of credit,
any other fund that invests in bank loans and similar extensions of credit and
is managed by the same investment advisor as such Lender or by an affiliate of
such investment advisor.


 


“Lenders” shall have the meaning assigned to such term in the
preamble to this Agreement.


 

















 


13


 


 


“Letters of Credit” shall mean letters of credit or bank
guarantees issued by an Issuing Lender for the account of Viacom or any
Subsidiary Borrower pursuant to Section 2.7 (including any Designated
Letters of Credit).


 


“Lien” shall mean any mortgage, deed of trust, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), security interest or preference, priority or other security agreement
or preferential arrangement of any kind or nature whatsoever, including,
without limitation, any conditional sale or other title retention agreement.


 


“Loan” shall mean any loan made by a Lender hereunder.


 


“Loan Documents” shall mean this Agreement and the
Administrative Agent Fee Letter.


 


“Losses” shall have the meaning assigned to such term in
Section 9.5(b).


 


“Margin” shall mean, as to any Eurocurrency Competitive Loan,
the margin (expressed as a percentage rate per annum in the form of a decimal
rounded to no more than four places) to be added to or subtracted from the
Eurocurrency Rate in order to determine the interest rate applicable to such
Loan, as specified in the Competitive Bid relating to such Loan.


 


“Material Acquisition” shall mean any acquisition of Property
or series of related acquisitions of Property (including by way of merger)
which (a) constitutes assets comprising all or substantially all of an
operating unit of a business or constitutes all or substantially all of the
common stock of a Person and (b) involves the payment of consideration by
Viacom and its Subsidiaries (valued at the initial principal amount thereof in
the case of non-cash consideration consisting of notes or other debt securities
and valued at fair market value in the case of other non-cash consideration) in
excess of $100,000,000.


 


“Material Adverse Effect” shall mean (a) a material adverse
effect on the Property, business, results of operations or financial condition
of Viacom and its Subsidiaries taken as a whole or (b) material impairment of
the ability of Viacom to perform any of its obligations under this Agreement,
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.


 


“Material Disposition” shall mean any Disposition of Property
or series of related Dispositions of Property which yields gross proceeds to
Viacom or any of its Subsidiaries (valued at the initial principal amount
thereof in the case of non-cash proceeds consisting of notes or other debt
securities and valued at fair market value in the case of other non-cash
proceeds) in excess of $100,000,000.


 


“Material Subsidiary” shall mean any “significant subsidiary”
of Viacom as defined in Regulation S-X of the SEC; provided, that each Subsidiary Borrower shall in any event
constitute a Material Subsidiary.


 


“Maturity Date” shall mean (a) in the case of the Revolving
Credit Loans and the ABR Swingline Loans, the Revolving Credit Maturity Date,
(b) in the case of the Quoted


 

















 


14


 


 


Swingline Loans, the date
established as such by the relevant Swingline Borrower and the relevant
Swingline Lender prior to the making thereof (but in any event no later than
the Revolving Credit Maturity Date) and (c) in the case of Competitive Loans,
the last day of the Interest Period applicable thereto, as specified in the
related Competitive Bid Request.


 


“Moody’s” shall mean Moody’s Investors Service, Inc. or any
successor thereto.


 


“Multi-Currency” shall mean Euros, Sterling and Yen.


 


“Multi-Currency Revolving Loans” shall mean each Eurocurrency
Revolving Credit Loan denominated in any Multi-Currency.


 


“Multi-Currency Sublimit” shall mean with respect to (i)
Euros, $500,000,000, (ii) Sterling, $500,000,000 and (iii) Yen, $300,000,000,
as the sublimit may be decreased from time to time in accordance with
Section 2.13.


 


“Multiemployer Plan” shall mean a multiemployer plan as
defined in Section 3(37) of ERISA to which contributions have been made by
Viacom or any ERISA Affiliate of Viacom and which is covered by Title IV of
ERISA.


 


“Non-Consenting Lender” shall have the meaning assigned to
such term in Section 2.21(b).


 


“Non-Financial Letter of Credit” shall mean any Letter of
Credit that is not a Financial Letter of Credit.


 


“Non-U.S. Person” shall have the meaning assigned to such
term in Section 2.20(f).


 


“Other Taxes” shall mean any and all present or future stamp
or documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement or any other
Loan Document.


 


“Outstanding Revolving Extensions of Credit” shall mean, as
to any Lender at any time, an amount equal to the sum of (a) the aggregate
principal amount of all Revolving Credit Loans made by such Lender then outstanding,
(b) such Lender’s LC Exposure at such time and (c) such Lender’s ABR Swingline
Exposure at such time.


 


“PBGC” shall mean the Pension Benefit Guaranty Corporation
referred to and defined in ERISA, or any successor thereto.


 


“Person” shall mean any natural person, corporation, business
trust, joint venture, association, company, partnership, limited liability
company or other entity, or any government or any agency or political
subdivision thereof.


 


“Plan” shall mean any employee pension benefit plan as
defined in Section 3(2) of ERISA (other than a Multiemployer Plan) subject
to the provisions of Title IV of ERISA or


 

















 


15


 


 


Section 412 of the Code
and which is maintained for employees of Viacom or any ERISA Affiliate.


 


“Prime Rate” shall have the meaning assigned to such term in
the definition of “Alternate Base Rate”.


 


“Pro Forma Period” shall have the meaning assigned to such
term in Section 1.2(c).


 


“Property” shall mean any right or interest in or to property
of any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible, including, without limitation, Capital Stock.


 


“Quoted Swingline Loans” shall have the meaning assigned to
such term in Section 2.6(a).


 


“Quoted Swingline Rate” shall have the meaning assigned to
such term in Section 2.6(a).


 


“Rating Agencies” shall mean S&P and Moody’s.


 


“Reference Banks” shall mean JPMorgan Chase, Citibank N.A.
and Bank of America, N.A.


 


“Register” shall have the meaning assigned to such term in
Section 9.4(d).


 


“Regulation D” shall mean Regulation D of the Board as from
time to time in effect and all official rulings and interpretations thereunder
or thereof.


 


“Regulation U” shall mean Regulation U of the Board as from
time to time in effect and all official rulings and interpretations thereunder
or thereof.


 


“Required Lenders” shall mean, at any time, Lenders whose
respective Total Facility Percentages aggregate more than 50%.


 


“Responsible Officer” of any corporation shall mean any
executive officer or Financial Officer of such corporation and any other
officer or similar official thereof responsible for the administration of the
obligations of such corporation in respect of this Agreement (or, in the case
of matters relating to ERISA, any officer responsible for the administration of
the pension funds of such corporation).


 


“Revolving Credit Borrowing Request” shall mean a request
made pursuant to Section 2.4 in the form of Exhibit B-4.


 


“Revolving Credit Loans” shall mean the revolving loans made
by the Lenders to any Borrower pursuant to Section 2.4.  Each Revolving Credit Loan shall be a
Eurocurrency Loan or an ABR Loan.


 

















 


16


 


 


“Revolving Credit Maturity Date” shall mean February 19,
2009.


 


“Revolving Credit Percentage” of any Lender at any time shall
mean the percentage of the aggregate Commitments (or, following any termination
of all the Commitments, the Commitments most recently in effect) represented by
such Lender’s Commitment (or, following any such termination, the Commitment of
such Lender most recently in effect).


 


“S&P” shall mean Standard & Poor’s Ratings Services,
a division of The McGraw-Hill Companies, Inc., or any successor thereto.


 


“SEC” shall mean the Securities and Exchange Commission.


 


“Sole Bookrunner” shall mean JPMorgan Securities Inc., a New
York corporation.


 


“SPC” shall have the meaning specified in
Section 9.4(i).


 


“Specified Currency Availability” shall mean the
Multi-Currency Sublimit with respect to the relevant Multi-Currency less the
Dollar equivalent of the aggregate principal amount of all Multi-Currency
Revolving Loans denominated in such Multi-Currency outstanding on the date of
borrowing.


 


“Spot Rate” shall mean, at any date, the Administrative
Agent’s or applicable Lender’s, as the case may be (or, for purposes of
determinations in respect of the Aggregate LC Exposure related to Letters of
Credit issued in a Foreign Currency, the Issuing Lender’s or Issuing Lenders’,
as the case may be), spot buying rate for the relevant Foreign Currency against
Dollars as of approximately 11:00 a.m. (London time) on such date for
settlement on the second Business Day.


 


“Sterling” shall mean British Pounds Sterling, the lawful
currency of the United Kingdom on the date hereof.


 


“Subsidiary” shall mean, for any Person (the “Parent”), any corporation, partnership or
other entity of which shares of Voting Capital Stock sufficient to elect a
majority of the board of directors or other Persons performing similar
functions of such corporation, partnership or other entity (irrespective of
whether or not at the time securities or other ownership interests of any other
class or classes of such corporation, partnership or other entity shall have or
might have voting power by reason of the happening of any contingency) are at
the time directly or indirectly owned or controlled by the Parent or one or
more of its Subsidiaries or by the Parent and one or more of its
Subsidiaries.  Unless otherwise qualified,
all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall
refer to a Subsidiary or Subsidiaries of Viacom.


 


“Subsidiary Borrower” shall mean any Subsidiary of Viacom (a)
which is designated as a Subsidiary Borrower by Viacom pursuant to a Subsidiary
Borrower Designation, (b) which has delivered to the Administrative Agent a
Subsidiary Borrower Request and (c) whose designation as a Subsidiary Borrower
has not been terminated pursuant to Section 4.2.


 

















 


17


 


 


No Subsidiary of Viacom
incorporated in Canada or any province or territory thereof may be a Subsidiary
Borrower hereunder.


 


“Subsidiary Borrower Designation” shall mean a designation,
substantially in the form of Exhibit B-7, which may be delivered by Viacom and
approved by Viacom and shall be accompanied by a Subsidiary Borrower Request.


 


“Subsidiary Borrower Obligations” shall mean, with respect to
each Subsidiary Borrower, the unpaid principal of and interest on the Loans
made to such Subsidiary Borrower (including, without limitation, interest
accruing after the maturity of the Loans made to such Subsidiary Borrower and
interest accruing after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to
such Subsidiary Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) and all other obligations
and liabilities of such Subsidiary Borrower to the Administrative Agent or to
any Lender, whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under, out
of, or in connection with, this Agreement.


 


“Subsidiary Borrower Request” shall mean a request,
substantially in the form of Exhibit B-8, which is received by the
Administrative Agent in connection with a Subsidiary Borrower Designation.


 


“Swingline Borrower” shall mean Viacom and any Subsidiary
Borrower designated as a “Swingline Borrower” by Viacom in a written notice to
the Administrative Agent; provided, that,
unless otherwise agreed by the Administrative Agent, no more than one
Subsidiary Borrower may be a Swingline Borrower at any one time.  Only a Subsidiary Borrower which is a U.S.
Person may be a Swingline Borrower.


 


“Swingline Commitment” shall mean, (i) with respect to any
Swingline Lender, the Commitment of such Lender to make ABR Swingline Loans
pursuant to Section 2.6, as designated in accordance with
Section 2.6(g) and as set forth on Schedule 1.1, and (ii) in the aggregate,
$300,000,000.


 


“Swingline Lender” shall mean any Lender designated from time
to time by Viacom, and approved by such Lender, as a “Swingline Lender”
pursuant to Section 2.6(g).


 


“Swingline Loans” shall mean the collective reference to the
ABR Swingline Loans and the Quoted Swingline Loans.


 


“Swingline Percentage” of any Swingline Lender at any time
shall mean the percentage of the aggregate Swingline Commitments represented by
such Swingline Lender’s Swingline Commitment.


 


“Syndication Agent” shall have the meaning assigned to such
term in the preamble hereto.


 


“Test Period” shall have the meaning assigned to such term in
Section 1.2(c).


 

















 


18


 


 


“Total Commitment” shall mean at any time the aggregate
amount of the Commitments in effect at such time.


 


“Total Facility Exposure” shall mean at any time the
aggregate amount of the Facility Exposures at such time.


 


“Total Facility Percentage” shall mean, as to any Lender at
any time, the quotient (expressed as a percentage) of (a) such Lender’s
Commitment (or (x) for the purposes of acceleration of the Loans pursuant to
clause (II) of Article VI or (y) if the Commitments have terminated, such
Lender’s Facility Exposure) and (b) the aggregate of all Lenders’ Commitments
(or (x) for the purposes of acceleration of the Loans pursuant to clause (II)
of Article VI or (y) if the Commitments have terminated, the Total
Facility Exposure).


 


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


 


“Total Specified Currency Availability” shall mean with
respect to Multi-Currency Revolving Loans, $1,000,000,000 (as decreased from
time to time pursuant to Section 2.13) less the Dollar equivalent of the
aggregate principal amount of all Multi-Currency Revolving Loans then
outstanding.


 


“Transferee” shall mean any assignee or participant described
in Section 9.4(b) or (f).


 


“Type” when used in respect of any Loan, shall refer to the
Rate by reference to which interest on such Loan is determined.  For purposes hereof, “Rate” shall mean the Eurocurrency Rate,
the Alternate Base Rate, the Quoted Swingline Rate and the rate paid on
Absolute Rate Loans.


 


“Unrefunded Swingline Loans” shall have the meaning assigned
to such term in Section 2.6(d).


 


“U.S. Person” shall mean a citizen, national or resident of
the United States of America, or an entity organized in or under the laws of
the United States of America.


 


“Utilization Fee” shall have the meaning assigned to such
term in Section 2.9(e).


 


“Viacom” shall have the meaning assigned to such term in the
preamble to this Agreement.


 


“Viacom International” shall have the meaning assigned to
such term in the preamble to this Agreement.


 


“Viacom Obligations” shall mean, with respect to Viacom, the
unpaid principal of and interest on the Loans made to Viacom (including,
without limitation, interest accruing after the maturity of the Loans made to
Viacom and interest accruing after the filing of any petition in bankruptcy, or
the commencement of any insolvency, reorganization or like proceeding, relating
to Viacom, whether or not a claim for post-filing or post-petition interest is
allowed in such


 

















 


19


 


 


proceeding) and all other
obligations, including its Guarantee obligations hereunder, and liabilities of
Viacom to the Administrative Agent or to any Lender, whether direct or
indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, this
Agreement.


 


“Voting Capital Stock” shall mean securities or other
ownership interests of a corporation, partnership or other entity having by the
terms thereof ordinary voting power to vote in the election of the board of
directors or other Persons performing similar functions of such corporation,
partnership or other entity (without regard to the occurrence of any
contingency).


 


“Wholly Owned Subsidiary” shall mean any Subsidiary of which
all shares of Voting Capital Stock (other than, in the case of a corporation,
directors’ qualifying shares) are owned directly or indirectly by the Parent
(as defined in the definition of “Subsidiary”).


 


“Yen” shall mean the lawful currency of Japan.


 


SECTION 1.2.                       Terms Generally. 
(a)  The definitions in
Section 1.1 shall apply equally to both the singular and plural forms of
the terms defined.  Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine
and neuter forms.  The words “include”, “includes” and “including”
shall, except where the context otherwise requires, be deemed to be followed by
the phrase “without limitation”.  All references herein to Articles, Sections,
Exhibits and Schedules shall be deemed references to Articles and Sections of,
and Exhibits and Schedules to, this Agreement unless the context shall
otherwise require.


 


(b)                                 Except as otherwise expressly provided
herein, all terms of an accounting nature shall be construed in accordance with
GAAP in effect from time to time.  The
parties hereto agree, however, that in the event that any change in accounting
principles from those used in the preparation of the financial statements
referred to in Section 3.2 is, after March 7, 2001, occasioned by the
promulgation of rules, regulations, pronouncements, opinions and statements by
or required by the Financial Accounting Standards Board or Accounting
Principles Board or the American Institute of Certified Public Accountants (or
successors thereto or agencies with similar functions) and such change
materially affects the calculation of any component of the Financial Covenant
or any standard or term contained in this Agreement, the Administrative Agent
and Viacom shall negotiate in good faith to amend such Financial Covenant,
standards or terms found in this Agreement (other than in respect of financial
statements to be delivered hereunder) so that, upon adoption of such changes,
the criteria for evaluation of Viacom’s and its Subsidiaries’ financial
condition shall be the same after such change as if such change had not been
made; provided, however, that (i)
any such amendments shall not become effective for purposes of this Agreement
unless approved by the Required Lenders and (ii) if Viacom and the Required
Lenders cannot agree on such an amendment, then the calculations under such
Financial Covenant, standards or terms shall continue to be computed without
giving effect to such change in accounting principles; provided further, however, that the parties hereto agree
that Viacom and its Subsidiaries have adopted Statement of Position 00-2,
“Accounting by Producers or Distributors of Films” effective as from
January 1, 2000; Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other
Intangible Assets” effective as from January 1, 2002; SFAS No. 143,
“Accounting for Asset Retirement Obligations” effective as from January 1,
2003;  SFAS No. 144, “Accounting for the
Impairment or Disposal of Long-


 

















 


20


 


 


Lived Assets” effective as
from January 1, 2002;  and SFAS No.
145, “Rescission of FASB Statements No. 4, 44 and 64, Amendments to FASB
Statement No. 13 and Technical Corrections” effective as from January 1,
2003.


 


(c)                                  For the purposes of calculating Consolidated
EBITDA and Consolidated Interest Expense for any period (a “Test Period”), (i) if at any time from the
period (a “Pro Forma Period”)
commencing on the second day of such Test Period and ending on the date which
is ten days prior to the date of delivery of the Compliance Certificate in
respect of such Test Period (or, in the case of any pro forma calculation made pursuant hereto in respect of a
particular transaction, ending on the date such transaction is consummated
after giving effect thereto), Viacom or any Subsidiary shall have made any
Material Disposition, the Consolidated EBITDA for such Test Period shall be
reduced by an amount equal to the Consolidated EBITDA (if positive)
attributable to the Property which is the subject of such Material Disposition
for such Test Period or increased by an amount equal to the Consolidated EBITDA
(if negative) attributable thereto for such Test Period, and Consolidated
Interest Expense for such Test Period shall be reduced by an amount equal to
the Consolidated Interest Expense for such Test Period attributable to any
Indebtedness of Viacom or any Subsidiary repaid, repurchased, defeased or
otherwise discharged with respect to Viacom and its Subsidiaries in connection
with such Material Disposition (or, if the Capital Stock of any Subsidiary is
sold, the Consolidated Interest Expense for such Test Period directly
attributable to the Indebtedness of such Subsidiary to the extent Viacom and
its continuing Subsidiaries are no longer liable for such Indebtedness after
such Disposition); (ii) if during such Pro Forma Period Viacom or any
Subsidiary shall have made a Material Acquisition, Consolidated EBITDA and
Consolidated Interest Expense for such Test Period shall be calculated after
giving pro forma effect thereto
(including the incurrence or assumption of any Indebtedness in connection
therewith) as if such Material Acquisition (and the incurrence or assumption of
any such Indebtedness) occurred on the first day of such Test Period; and (iii)
if during such Pro Forma Period any Person that subsequently became a
Subsidiary or was merged with or into Viacom or any Subsidiary since the
beginning of such Pro Forma Period shall have entered into any disposition or
acquisition transaction that would have required an adjustment pursuant to
clause (i) or (ii) above if made by Viacom or a Subsidiary during such Pro
Forma Period, Consolidated EBITDA and Consolidated Interest Expense for such
Test Period shall be calculated after giving pro
forma effect thereto as if such transaction occurred on the first
day of such Test Period.  For the
purposes of this paragraph, whenever pro
forma effect is to be given to a Material Disposition or Material
Acquisition, the amount of income or earnings relating thereto and the amount of
Consolidated Interest Expense associated with any Indebtedness discharged or
incurred in connection therewith, the pro
forma calculations shall be determined in good faith by a Financial
Officer of Viacom.  If any Indebtedness
bears a floating rate of interest and the incurrence or assumption thereof is
being given pro forma effect, the
interest expense on such Indebtedness shall be calculated as if the rate in
effect on the last day of the relevant Pro Forma Period had been the applicable
rate for the entire relevant Test Period (taking into account any interest rate
protection agreement applicable to such Indebtedness if such interest rate
protection agreement has a remaining term in excess of 12 months).  Comparable adjustments shall be made in
connection with any determination of Consolidated EBITDA.


 


(d)                                 For purposes of the Financial Covenant, (i)
the Discontinued Operations shall be disregarded and (ii) the businesses
classified as Discontinued Operations shall be limited


 

















 


21


 


 


to those businesses treated
as such in the financial statements of Viacom referred to in the definition of
“Discontinued Operations” and the accounting treatment of Discontinued
Operations shall be consistent with the accounting treatment thereof in such
financial statements.


 


ARTICLE II


 


THE
CREDITS


 


SECTION 2.1.                       Commitments. 
Subject to the terms and conditions hereof and relying upon the
representations and warranties herein set forth, each Lender agrees, severally
and not jointly, to make Revolving Credit Loans to Viacom or any Subsidiary
Borrower, at any time and from time to time on and after the Closing Date and
until the earlier of (a) the Business Day immediately preceding the Revolving
Credit Maturity Date and (b) the termination of the Commitment of such Lender,
in an aggregate principal amount at any time outstanding not to exceed such
Lender’s Commitment.  Each Borrower may
borrow, prepay and reborrow Revolving Credit Loans on and after the Closing
Date and prior to the Revolving Credit Maturity Date, subject to the terms,
conditions and limitations set forth herein.


 


SECTION 2.2.                       Revolving Credit Loans;
Competitive Loans.  (a) 
Each Revolving Credit Loan shall be made to the relevant Borrower by the
Lenders ratably in accordance with their respective Commitments, in accordance
with the procedures set forth in Section 2.4.  Each Competitive Loan shall be made to the relevant Borrower by
the Lender whose Competitive Bid therefor is accepted, and in the amount so
accepted, in accordance with the procedures set forth in Section 2.3.  The Revolving Credit Loans or Competitive
Loans shall be made in minimum amounts equal to (i) in the case of Competitive
Loans, $5,000,000 or an integral multiple of $1,000,000 in excess thereof, (ii)
in the case of Eurocurrency Revolving Credit Loans denominated in Dollars,
$50,000,000 or an integral multiple of $5,000,000 in excess thereof, (iii) in
the case of Multi-Currency Revolving Loans, the Dollar equivalent of
$25,000,000 or an integral multiple of $5,000,000 in excess thereof and (iv) in
the case of ABR Revolving Credit Loans, $25,000,000 or an integral multiple of
$5,000,000 in excess thereof (or (A) in the case of Revolving Credit Loans, an
aggregate principal amount equal to the remaining balance of the available
Total Commitment or, if less, (B) with respect to Multi-Currency Revolving
Loans, the lesser of (1) the Specified Currency Availability with respect to
such currency and (2) the Total Specified Currency Availability).


 


(b)                                 Each Lender shall make each Loan (other than
a Swingline Loan, as to which this Section 2.2 shall not apply, and 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 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 (i) in the case of any Multi-Currency Revolving Loan
denominated in Euros or Sterling, 3:00 p.m., London time, or (ii) in the case
of


 

















 


22


 


 


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.


 


SECTION 2.3.                       Competitive Bid Procedure. 
(a)  In order to request
Competitive Bids, the relevant Borrower shall hand deliver or telecopy to the
Administrative Agent a duly completed Competitive Bid Request in the form of
Exhibit B-1, to be received by the Administrative Agent (i) in the case of a
Eurocurrency Competitive Loan in Dollars, not later than 10:00 a.m., New York
City time, four Business Days before a proposed Competitive Loan, (ii) in the
case of a Eurocurrency Competitive Loan in a Foreign Currency, not later than
10:00 a.m., New York City time, five Business Days before a proposed
Competitive Loan, (iii) in the case of an Absolute Rate Loan in Dollars, not
later than 10:00 a.m., New York City time, one Business Day before a proposed
Competitive Loan and (iv) in the case of an Absolute Rate Loan in a Foreign
Currency, not later than 10:00 a.m., New York City time, three Business Day
before a proposed Competitive Loan.  A
Competitive Bid Request (A) that does not conform substantially to the format
of Exhibit B-1 may be rejected in the Administrative Agent’s discretion
(exercised in good faith), and (B) for a Competitive Loan denominated in a
Foreign Currency will be rejected by the Administrative Agent if, after giving
effect thereto, the Dollar equivalent of the aggregate face amount of all
Competitive Loans denominated in Foreign Currencies then outstanding would
exceed $150,000,000, as determined by the Administrative Agent, and, in each
case, the Administrative Agent shall promptly notify the relevant Borrower of
such rejection by telephone, confirmed by telecopier.  Such request shall in each case refer to this Agreement and
specify (w) whether the Competitive Loan then being requested is to be a
Eurocurrency Competitive Loan or an Absolute Rate Loan, (x) the currency, (y)
the date of such Loan (which shall be a Business Day) and the aggregate
principal amount thereof which shall be in a minimum principal amount of the
equivalent of $5,000,000 and, in the case of a Competitive Bid for a
Competitive Loan in Dollars, in an integral multiple of $1,000,000, and (z) the
Interest Period with respect thereto (which may not end after the Revolving
Credit Maturity Date).  Promptly after
its receipt of a Competitive Bid Request that is not rejected as aforesaid (and
in any event by 5:00 p.m., New York City time, on the date of such receipt if
such receipt occurs by the time specified in the first sentence of this
paragraph), the Administrative Agent shall invite by telecopier (in the form
set forth in Exhibit B-2) the Lenders to bid, on the terms and conditions of
this Agreement, to make Competitive Loans pursuant to such Competitive Bid
Request.


 


(b)                                 Each Lender may, in its sole discretion, make
one or more Competitive Bids to the relevant Borrower responsive to a
Competitive Bid Request.  Each
Competitive Bid must be received by the Administrative Agent by telecopier, in
the form of Exhibit B-3, (i) in the case of a Eurocurrency Competitive Loan in
Dollars, not later than 9:30 a.m., New York City time, three Business Days
before a proposed Competitive Loan, (ii) in the case of a Eurocurrency
Competitive Loan in a Foreign Currency, not later than 9:30 a.m., New York City
time, four Business Days before a proposed Competitive Loan, (iii) in the case
of an Absolute Rate Loan in Dollars, not later than 9:30 a.m., New York City
time, on the day of a proposed Competitive Loan, and (iv) in the case of an
Absolute Rate Loan in a Foreign Currency, not later than 9:30 a.m., New York
City time, two Business Days before a proposed Competitive Loan.  Multiple Competitive Bids will be accepted
by the Administrative Agent. 
Competitive Bids that do not conform substantially to the format of
Exhibit B-3 may be rejected by the Administrative Agent


 

















 


23


 


 


after conferring with, and
upon the instruction of, the relevant Borrower, and the Administrative Agent shall
notify the Lender making such nonconforming Competitive Bid of such rejection
as soon as practicable.  Each
Competitive Bid shall refer to this Agreement and specify (x) the principal
amount in the relevant currency (which shall be in a minimum principal amount
of the equivalent of $5,000,000 and, in the case of a Competitive Bid for a
Competitive Loan in Dollars, in an integral multiple of $1,000,000 and which
may equal the entire principal amount of the Competitive Loan requested by the
relevant Borrower) of the Competitive Loan or Loans that the applicable Lender
is willing to make to the relevant Borrower, (y) the Competitive Bid Rate or
Rates at which such Lender is prepared to make the Competitive Loan or Loans
and (z) the Interest Period and the last day thereof.  A Competitive Bid submitted pursuant to this paragraph (b) shall
be irrevocable (subject to the satisfaction of the conditions to borrowing set
forth in Article IV).


 


(c)                                  The Administrative Agent shall promptly (and
in any event by 10:15 a.m., New York City time, on the date on which such
Competitive Bids shall have been made) notify the relevant Borrower by
telecopier of all the Competitive Bids made, the Competitive Bid Rate and the
principal amount in the relevant currency of each Competitive Loan in respect
of which a Competitive Bid was made and the identity of the Lender that made
each Competitive Bid.  The
Administrative Agent shall send a copy of all Competitive Bids to the relevant
Borrower for its records as soon as practicable after completion of the bidding
process set forth in this Section 2.3.


 


(d)                                 The relevant Borrower may in its sole and
absolute discretion, subject only to the provisions of this paragraph (d),
accept or reject any Competitive Bid referred to in paragraph (c) above.  The relevant Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopier in such form as may
be agreed upon by such Borrower and the Administrative Agent, whether and to
what extent it has decided to accept or reject any of or all the Competitive
Bids referred to in paragraph (c) above, (i) in the case of a Eurocurrency
Competitive Loan in Dollars, not later than 11:00 a.m., New York City time,
three Business Days before a proposed Competitive Loan, (ii) in the case of a Eurocurrency
Competitive Loan in a Foreign Currency, not later than 11:00 a.m., New York
City time, four Business Days before a proposed Competitive Loan, (iii) in the
case of an Absolute Rate Loan in Dollars, not later than 11:00 a.m., New York
City time, on the day of a proposed Competitive Loan, and (iv) in the case of
an Absolute Rate Loan in a Foreign Currency, not later than 11:00 a.m., New
York City time, on the Business Day before a proposed Competitive Loan; provided, however, that (A) the failure by
such Borrower to give such notice shall be deemed to be a rejection of all the
Competitive Bids referred to in paragraph (c) above, (B) such Borrower shall
not accept a Competitive Bid made at a particular Competitive Bid Rate if it
has decided to reject a Competitive Bid made at a lower Competitive Bid Rate,
(C) the aggregate amount of the Competitive Bids accepted by such Borrower
shall not exceed the principal amount specified in the Competitive Bid Request
(but may be less than that requested), (D) if such Borrower shall accept a
Competitive Bid or Competitive Bids made at a particular Competitive Bid Rate
but the amount of such Competitive Bid or Competitive Bids shall cause the
total amount of Competitive Bids to be accepted by it to exceed the amount
specified in the Competitive Bid Request, then such Borrower shall accept a
portion of such Competitive Bid or Competitive Bids in an amount equal to the
amount specified in the Competitive Bid Request less the amount of all other
Competitive Bids accepted with respect to such Competitive Bid Request, which


 

















 


24


 


 


acceptance, in the case of
multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of
each such Competitive Bid at such Competitive Bid Rate, and (E) except pursuant
to clause (D) above no Competitive Bid shall be accepted for a Competitive Loan
unless such Competitive Loan is in a minimum principal amount of the equivalent
of $5,000,000 and, in the case of a Competitive Bid for a Competitive Loan in
Dollars, an integral multiple of $1,000,000; provided,
further, however, that if a
Competitive Loan must be in an amount less than the equivalent of $5,000,000
because of the provisions of clause (D) above, such Competitive Loan may be for
a minimum of, in the case of a Competitive Bid for a Competitive Loan in
Dollars, $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of
portions of multiple Competitive Bids at a particular Competitive Bid Rate
pursuant to clause (D) above the amounts shall be rounded to integral multiples
of the equivalent of $1,000,000 (or, in the case of a Competitive Bid for a
Competitive Loan in a Foreign Currency, a multiple selected by the
Administrative Agent) in a manner which shall be in the discretion of such
Borrower.  A notice given by any
Borrower pursuant to this paragraph (d) shall be irrevocable.


 


(e)                                  The Administrative Agent shall promptly
notify each bidding Lender whether or not its Competitive Bid has been accepted
(and if so, in what amount and at what Competitive Bid Rate) by telecopy sent
by the Administrative Agent, and each successful bidder will thereupon become
bound, subject to the other applicable conditions hereof, to make the
Competitive Loan in respect of which its Competitive Bid has been accepted.


 


(f)                                    On the date the Competitive Loan is to be
made, each Lender participating therein shall (i) if such Competitive Loan is
to be made in Dollars, make available its share of such Competitive Loan in
Dollars not later than 2:00 p.m. New York City time, in immediately available
funds, in New York to the Administrative Agent as notified by the
Administrative Agent by two Business Days notice and (ii) if such Competitive
Loan is to be made in a Foreign Currency, make available its share of such
Competitive Loan in such Foreign Currency not later than 11:00 a.m. London
time, in immediately available funds, in London to the Administrative Agent as
notified by the Administrative Agent by one Business Day’s notice.


 


(g)                                 If the Lender which is the Administrative
Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it
shall submit such Competitive Bid directly to the relevant Borrower at least
one quarter of an hour earlier than the latest time at which the other Lenders
are required to submit their Competitive Bids to the Administrative Agent
pursuant to paragraph (b) above.


 


(h)                                 All notices required by this Section 2.3
shall be given in accordance with Section 9.1.


 


(i)                                     No Borrower shall have the right to prepay
any Competitive Loan without the consent of the Lender or Lenders making such
Competitive Loan.


 


SECTION 2.4.                       Revolving Credit Borrowing
Procedure.  In order to request a Revolving Credit Loan,
the relevant Borrower shall hand deliver or telecopy to the Administrative
Agent a Revolving Credit Borrowing Request in the form of Exhibit B-4 (a) in
the case of a Eurocurrency Revolving Credit Loan denominated in Dollars, not
later than 11:00


 

















 


25


 


 


a.m., New York City time,
three Business Days before a proposed borrowing, (b) in the case of a
Multi-Currency Revolving Loan, 8:00 a.m., New York City time, three Business
Days before a proposed borrowing and (c) in the case of an ABR Revolving Credit
Loan, not later than 11:00 a.m., New York City time, on the day of a proposed
borrowing.  Such notice shall be
irrevocable and shall in each case specify (i) whether the Revolving Credit
Loan then being requested is to be a Eurocurrency Revolving Credit Loan or an
ABR Revolving Credit Loan, (ii) the date of such Revolving Credit Loan (which
shall be a Business Day) and the amount thereof; (iii) in the case of a
Eurocurrency Revolving Credit Loan, the Interest Period with respect thereto;
and (iv) in the case of a Multi-Currency Revolving Loan, the currency in which
such Loan shall be denominated.  The
Administrative Agent shall promptly advise the Lenders of any notice given
pursuant to this Section 2.4 and of each Lender’s portion of the requested
Loan.


 


SECTION 2.5.                       Repayment of Loans. 
Each Borrower shall repay all outstanding Revolving Credit Loans and ABR
Swingline Loans made to it, in each case on the Revolving Credit Maturity Date
(or such earlier date on which the Commitments shall terminate in accordance
herewith).  Each Borrower shall repay
Quoted Swingline Loans and Competitive Loans made to it, in each case on the
Maturity Date applicable thereto.  Each
Loan shall bear interest from and including the date thereof on the outstanding
principal balance thereof as set forth in Section 2.10.


 


SECTION 2.6.                       Swingline Loans. 
(a)  Subject to the terms and
conditions hereof and relying upon the representations and warranties herein
set forth, each Swingline Lender agrees, severally and not jointly, at any time
and from time to time on and after the Closing Date and until the earlier of
the Business Day immediately preceding the Revolving Credit Maturity Date and
the termination of the Swingline Commitment of such Swingline Lender, (i) to
make available to any Swingline Borrower Swingline Loans (“Quoted Swingline Loans”) on the basis of
quoted interest rates (each, a “Quoted
Swingline Rate”) furnished by such Swingline Lender from time to
time in its discretion to such Swingline Borrower (through the Administrative
Agent) and accepted by such Swingline Borrower in its discretion and (ii) to
make Swingline Loans (“ABR Swingline Loans”)
to any Swingline Borrower bearing interest at a rate equal to the Alternate
Base Rate in an aggregate principal amount (in the case of this clause (ii))
not to exceed such Swingline Lender’s Swingline Commitment; provided, that after giving effect to each
Swingline Loan, the Total Facility Exposure shall not exceed the Total
Commitment then in effect.  The
aggregate outstanding principal amount of the Quoted Swingline Loans of any
Swingline Lender, when added to the aggregate outstanding principal amount of
the ABR Swingline Loans of such Swingline Lender, may exceed such Swingline
Lender’s Swingline Commitment; provided,  that in no event shall the aggregate
outstanding principal amount of the Swingline Loans exceed the aggregate
Swingline Commitments then in effect. 
Each Quoted Swingline Loan shall be made only by the Swingline Lender furnishing
the relevant Quoted Swingline Rate. 
Each ABR Swingline Loan shall be made by the Swingline Lenders ratably
in accordance with their respective Swingline Percentages.  The Swingline Loans shall be made in a
minimum aggregate principal amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof (or an aggregate principal amount equal to the
remaining balance of the available Swingline Commitments).  Each Swingline Lender shall make the portion
of each Swingline Loan to be made by it available to any Swingline Borrower by
means of a credit to the general deposit account of such Swingline Borrower
with the Administrative Agent or a wire transfer, at the expense of such
Swingline Borrower, to an


 

















 


26


 


 


account designated in
writing by such Swingline Borrower, in each case by 3:30 p.m., New York City
time, on the date such Swingline Loan is requested to be made pursuant to
paragraph (b) below, in immediately available funds.  Each Swingline Borrower may borrow, prepay and reborrow Swingline
Loans on or after the Closing Date and prior to the Revolving Credit Maturity
Date (or such earlier date on which the Commitments shall terminate in
accordance herewith) on the terms and subject to the conditions and limitations
set forth herein.


 


(b)                                 The relevant Swingline Borrower shall give
the Administrative Agent telephonic, written or telecopy notice substantially
in the form of Exhibit B-5 (in the case of telephonic notice, such notice shall
be promptly confirmed by telecopy) no later than 2:30 p.m., New York City time
(or, in the case of a proposed Quoted Swingline Loan, 12:00 noon, New York City
time), on the day of a proposed Swingline Loan.  Such notice shall be delivered on a Business Day, shall be
irrevocable (subject, in the case of Quoted Swingline Loans, to receipt by the
relevant Swingline Borrower of Quoted Swingline Rates acceptable to it) and
shall refer to this Agreement and shall specify the requested date (which shall
be a Business Day) and amount of such Swingline Loan.  The Administrative Agent shall promptly advise the Swingline
Lenders of any notice received from any Swingline Borrower pursuant to this
paragraph (b).  In the event that a
Swingline Borrower accepts a Quoted Swingline Rate in respect of a proposed
Quoted Swingline Loan, it shall notify the Administrative Agent (which shall in
turn notify the relevant Swingline Lender) of such acceptance no later than
2:30 p.m., New York City time, on the relevant borrowing date.


 


(c)                                  In the event that any ABR Swingline Loan
shall be outstanding for more than five Business Days, the Administrative Agent
shall, on behalf of the relevant Swingline Borrower (which hereby irrevocably
directs and authorizes the Administrative Agent to act on its behalf), request
each Lender, including the Swingline Lenders, to make an ABR Revolving Credit
Loan in an amount equal to such Lender’s Revolving Credit Percentage of the
principal amount of such ABR Swingline Loan. 
Unless an event described in Article VI, paragraph (f) or (g), has
occurred and is continuing, each Lender will make the proceeds of its Revolving
Credit Loan available to the Administrative Agent for the account of the
Swingline Lenders at the office of the Administrative Agent prior to 12:00
noon, New York City time, in funds immediately available on the Business Day
next succeeding the date such notice is given. 
The proceeds of such Revolving Credit Loans shall be immediately applied
to repay the ABR Swingline Loans.


 


(d)                                 A Swingline Lender that has made an ABR
Swingline Loan to a Borrower may at any time and for any reason, so long as
Revolving Credit Loans have not been made pursuant to Section 2.6(c) to
repay such ABR Swingline Loan as required by said Section, by written notice
given to the Administrative Agent not later than 12:00 noon New York City time
on any Business Day, require the Lenders to acquire participations on such
Business Day in all or a portion of such unrefunded ABR Swingline Loans (the “Unrefunded Swingline Loans”), and each
Lender severally, unconditionally and irrevocably agrees that it shall purchase
an undivided participating interest in such ABR Swingline Loan in an amount
equal to the amount of the Revolving Credit Loan which otherwise would have
been made by such Lender pursuant to Section 2.6(c), which purchase shall
be funded by the time such Revolving Credit Loan would have been required to be
made pursuant to Section 2.6(c). 
In the event that the Lenders purchase undivided participating interests
pursuant to the first sentence of this paragraph (d), each Lender shall
immediately transfer to the Administrative Agent, for the account of such
Swingline


 

















 


27


 


 


Lender, in immediately
available funds, the amount of its participation.  Any Lender holding a participation in an Unrefunded Swingline
Loan may exercise any and all rights of banker’s lien, setoff or counterclaim
with respect to any and all moneys owing by the relevant Swingline Borrower to
such Lender by reason thereof as fully as if such Lender had made a Loan
directly to such Swingline Borrower in the amount of such participation.


 


(e)                                  Whenever, at any time after any Swingline
Lender has received from any Lender such Lender’s participating interest in an ABR
Swingline Loan, such Swingline Lender receives any payment on account thereof,
such Swingline Lender will promptly distribute to such Lender its participating
interest in such amount (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Lender’s
participating interest was outstanding and funded); provided, however, that in the event that such payment
received by such Swingline Lender is required to be returned, such Lender will
return to such Swingline Lender any portion thereof previously distributed by
such Swingline Lender to it.


 


(f)                                    Notwithstanding anything to the contrary in
this Agreement, each Lender’s obligation to make the Revolving Credit Loans
referred to in Section 2.6(c) and to purchase and fund participating
interests pursuant to Section 2.6(d) shall be absolute and unconditional
and shall not be affected by any circumstance, including, without limitation,
(i) any setoff, counterclaim, recoupment, defense or other right which such Lender
or any Swingline Borrower may have against any Swingline Lender, any Swingline
Borrower or any other Person for any reason whatsoever; (ii) the occurrence or
continuance of 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)) or the failure to satisfy any of the conditions specified
in Article IV; (iii) any adverse change in the condition (financial or
otherwise) of Viacom or any of its Subsidiaries; (iv) any breach of this
Agreement by any Borrower or any Lender; or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.


 


(g)                                 Upon written or telecopy notice to the
Swingline Lenders and to the Administrative Agent, Viacom may at any time
terminate, from time to time in part reduce, or from time to time (with the
approval of the relevant Swingline Lender) increase, the Swingline Commitment
of any Swingline Lender.  At any time
when there shall be fewer than ten Swingline Lenders, Viacom may appoint from
among the Lenders a new Swingline Lender, subject to the prior consent of such
new Swingline Lender and prior notice to the Administrative Agent, so long as
at no time shall there be more than ten Swingline Lenders.  Notwithstanding anything to the contrary in
this Agreement, (i) if any ABR Swingline Loans shall be outstanding at the time
of any termination, reduction, increase or appointment pursuant to the
preceding two sentences, the Swingline Borrowers shall on the date thereof
prepay or borrow ABR Swingline Loans to the extent necessary to ensure that at
all times the outstanding ABR Swingline Loans held by the Swingline Lenders
shall be pro rata according to
the respective Swingline Commitments of the Swingline Lenders and (ii) in no
event may the aggregate Swingline Commitments exceed $300,000,000.  On the date of any termination or reduction
of the Swingline Commitments pursuant to this paragraph (g), the Swingline
Borrowers shall pay or prepay so much of the Swingline Loans as shall be
necessary in order that, after giving effect to such termination or reduction,
(i) the aggregate outstanding principal amount of the ABR Swingline Loans of
any Swingline Lender will not exceed the Swingline Commitment of such


 

















 


28


 


 


Swingline Lender and (ii)
the aggregate outstanding principal amount of all Swingline Loans will not
exceed the aggregate Swingline Commitments.


 


(h)                                 Each Swingline Borrower may prepay any
Swingline Loan in whole or in part at any time without premium or penalty; provided, that such Swingline Borrower
shall have given the Administrative Agent written or telecopy notice (or
telephone notice promptly confirmed in writing or by telecopy) of such
prepayment not later than 10:30 a.m., New York City time, on the Business Day
designated by such Swingline Borrower for such prepayment; and provided, further, that each partial
payment shall be in an amount that is an integral multiple of $1,000,000.  Each notice of prepayment under this
paragraph (h) shall specify the prepayment date and the principal amount of
each Swingline Loan (or portion thereof) to be prepaid, shall be irrevocable
and shall commit such Swingline Borrower to prepay such Swingline Loan (or
portion thereof) in the amount stated therein on the date stated therein.  All prepayments under this paragraph (h)
shall be accompanied by accrued interest on the principal amount being prepaid
to the date of payment.  Each payment of
principal of or interest on ABR Swingline Loans shall be allocated, as between
the Swingline Lenders, pro rata in
accordance with their respective Swingline Percentages.


 


SECTION 2.7.                       Letters of Credit. 
(a)  Subject to the terms and
conditions hereof and relying upon the representations and warranties herein
set forth, each Issuing Lender agrees, at any time and from time to time on or
after the Closing Date until the earlier of (i) the fifth Business Day
preceding the Revolving Credit Maturity Date and (ii) the termination of the
Commitments in accordance with the terms hereof, to issue and deliver or to
extend the expiry of Letters of Credit for the account of any Borrower in an
aggregate outstanding undrawn amount which does not exceed the maximum amount
specified in the applicable Issuing Lender Agreement; 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 Facility Exposure
shall not exceed the Total Commitment then in effect.  Each Letter of Credit (i) shall be in a form approved in writing
by the applicable Borrower and the applicable Issuing Lender and (ii) shall
permit drawings upon the presentation of such documents as shall be specified
by such Borrower in the applicable notice delivered pursuant to paragraph (c)
below.  The Lenders agree that, subject
to compliance with the conditions precedent set forth in Section 4.3, any
Designated Letter of Credit may be designated as a Letter of Credit hereunder
from time to time on or after the Closing Date pursuant to the procedures
specified in the definition of “Designated Letters of Credit”.


 


(b)                                 Each Letter of Credit shall by its terms
expire not later than the fifth Business Day preceding the Revolving Credit
Maturity Date.  Any Letter of Credit may
provide for the renewal thereof for additional periods (which shall in no event
extend beyond the date referred to in the preceding sentence).  Each Letter of Credit shall by its terms
provide for payment of drawings in Dollars or in a Foreign Currency; provided, that a Letter of Credit
denominated in a Foreign Currency may not be issued if, after giving effect
thereto, the Dollar equivalent (calculated on the basis of the applicable
Foreign Exchange Rate) of the aggregate face amount of all Letters of Credit
denominated in Foreign Currencies then outstanding would exceed $150,000,000,
as determined by the Administrative Agent acting in good faith.


 

















 


29


 


 


(c)                                  The applicable Borrower shall give the
applicable Issuing Lender and the Administrative Agent written or telecopy
notice not later than 10:00 a.m., New York City time, three Business Days (or
such shorter period as shall be acceptable to such Issuing Lender) prior to any
proposed issuance of a Letter of Credit. 
Each such notice shall refer to this Agreement and shall specify (i) the
date on which such Letter of Credit is to be issued (which shall be a Business
Day) and the face amount of such Letter of Credit, (ii) the name and address of
the beneficiary, (iii) whether such Letter of Credit is a Financial Letter of
Credit or a Non-Financial Letter of Credit (subject to confirmation of such
status by the Administrative Agent), (iv) whether such Letter of Credit shall
permit a single drawing or multiple drawings, (v) the form of the documents
required to be presented at the time of any drawing (together with the exact
wording of such documents or copies thereof), (vi) the expiry date of such
Letter of Credit (which shall conform to the provisions of paragraph (b) above)
and (vii) if such Letter of Credit is to be in a Foreign Currency, the relevant
Foreign Currency.  The Administrative
Agent shall give to each Lender prompt written or telecopy advice of the
issuance of any Letter of Credit.  Each
determination by the Administrative Agent as to whether or not a Letter of
Credit constitutes a Financial Letter of Credit shall be conclusive and binding
upon the applicable Borrower and the Lenders.


 


(d)                                 By the issuance of a Letter of Credit and
without any further action on the part of the applicable Issuing Lender or the
Lenders in respect thereof, the applicable Issuing Lender hereby grants to each
Lender, and each Lender hereby acquires from such Issuing Lender, a
participation in such Letter of Credit equal to such Lender’s Revolving Credit
Percentage at the time of any drawing thereunder of the stated amount of such
Letter of Credit, effective upon the issuance of such Letter of Credit.  In addition, the applicable Issuing Lender
hereby grants to each Lender, and each Lender hereby acquires from such Issuing
Lender, a participation in each Designated Letter of Credit equal to such
Lender’s Revolving Credit Percentage at the time of any drawing thereunder of
the stated amount of such Designated Letter of Credit, effective on the date
such Designated Letter of Credit is designated as a Letter of Credit
hereunder.  In consideration and in
furtherance of the foregoing, each Lender hereby absolutely and unconditionally
agrees to pay to the Administrative Agent, for the account of each Issuing
Lender, in accordance with paragraph (f) below, such Lender’s Revolving Credit
Percentage of each unreimbursed LC Disbursement made by such Issuing Lender; provided, however, that the Lenders shall
not be obligated to make any such payment with respect to any payment or
disbursement made under any Letter of Credit to the extent resulting from the
gross negligence or willful misconduct of such Issuing Lender.


 


(e)                                  Each Lender acknowledges and agrees that its
acquisition of participations pursuant to paragraph (d) above in respect of
Letters of Credit shall be absolute and unconditional and shall not be affected
by any circumstance, including, without limitation, (i) any setoff,
counterclaim, recoupment, defense or other right which such Lender or the
applicable Borrower may have against any Issuing Lender, any Borrower or any
other Person, for any reason whatsoever; (ii) the occurrence or continuance of
a Default or an Event of Default or the failure to satisfy any of the
conditions specified in Article IV; (iii) any adverse change in the
condition (financial or otherwise) of the applicable Borrower; (iv) any breach
of this Agreement by any Borrower or any Lender; or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.


 

















 


30


 


 


(f)                                    On the date on which it shall have
ascertained that any documents presented under a Letter of Credit appear to be
in conformity with the terms and conditions of such Letter of Credit, the
applicable Issuing Lender shall give written or telecopy notice to the
applicable Borrower and the Administrative Agent of the amount of the drawing
and the date on which payment thereon has been or will be made.  If the applicable Issuing Lender shall not
have received from the applicable Borrower the payment required pursuant to
paragraph (g) below by 12:00 noon, New York City time, two Business Days after
the date on which payment of a draft presented under any Letter of Credit has
been made, such Issuing Lender shall so notify the Administrative Agent, which
shall in turn promptly notify each Lender, specifying in the notice to each
Lender such Lender’s Revolving Credit Percentage of such LC Disbursement.  Each Lender shall pay to the Administrative
Agent, not later than 2:00 p.m., New York City time, on such second Business
Day, such Lender’s Revolving Credit Percentage of such LC Disbursement (which
obligation shall be expressed in Dollars only), which the Administrative Agent
shall promptly pay to the applicable Issuing Lender.  The Administrative Agent will promptly remit to each Lender such
Lender’s Revolving Credit Percentage of any amounts subsequently received by
the Administrative Agent from the applicable Borrower in respect of such LC
Disbursement; provided, that (i)
amounts so received for the account of any Lender prior to payment by such
Lender of amounts required to be paid by it hereunder in respect of any LC
Disbursement and (ii) amounts representing interest at the rate provided in
paragraph (g) below on any LC Disbursement for the period prior to the payment
by such Lender of such amounts shall in each case be remitted to the applicable
Issuing Lender.


 


(g)                                 If an Issuing Lender shall pay any draft
presented under a Letter of Credit, the applicable Borrower shall pay to such
Issuing Lender an amount equal to the amount of such draft before 12:00 noon,
New York City time, on the second Business Day immediately following the date
of payment of such draft, together with interest (if any) on such amount at a
rate per annum equal to the interest rate in effect for ABR Loans (or, in the
case of Foreign Currency denominated Letters of Credit, the rate which would
reasonably and customarily be charged by such Issuing Lender on outstanding
loans denominated in the relevant Foreign Currency) from (and including) the
date of payment of such draft to (but excluding) the date on which such
Borrower shall have repaid, or the Lenders shall have refunded, such draft in
full (which interest shall be payable on such second Business Day and from time
to time thereafter on demand until such Borrower shall have repaid, or the
Lenders shall have refunded, such draft in full).  In the event that such drawing shall be refunded by the Lenders
as provided in Section 2.7(f), the applicable Borrower shall pay to the
Administrative Agent, for the account of the Lenders, quarterly on the last day
of each March, June, September and December, interest on the amount so
refunded at a rate per annum equal to the interest rate in effect for ABR Loans
from (and including) the date of such refunding to (but excluding) the date on
which the amount so refunded by the Lenders shall have been paid in full in
Dollars by such Borrower.  Each payment
made to an Issuing Lender by the applicable Borrower pursuant to this paragraph
shall be made at such Issuing Lender’s address for notices specified herein in
lawful money of (x) the United States of America (in the case of payments made
on Dollar-denominated Letters of Credit) or (y) the applicable foreign
jurisdiction (in the case of payments on Foreign Currency-denominated Letters
of Credit) and in immediately available funds. 
The obligation of the applicable Borrower to pay the amounts referred to
above in this paragraph (g) (and the obligations of the Lenders under
paragraphs (d) and (f) above) shall be absolute, unconditional and irrevocable
and shall be satisfied strictly in accordance with their terms irrespective of:


 

















 


31


 


 


(i)                                     any lack of validity or enforceability of any
Letter of Credit or any Issuing Lender Agreement or of the obligations of any
Borrower under this Agreement or any Issuing Lender Agreement;


 


(ii)                                  the existence of any claim, setoff, defense
or other right which any Borrower or any other Person may at any time have
against the beneficiary under any Letter of Credit, the Agents, any Issuing
Lender or any Lender (other than the defense of payment in accordance with the
terms of this Agreement or a defense based on the gross negligence or willful
misconduct of the applicable Issuing Lender) or any other Person in connection
with this Agreement or any other transaction;


 


(iii)                               any draft or other document presented under a
Letter of Credit proving to be forged, fraudulent or invalid in any respect or
any statement therein being untrue or inaccurate in any respect; provided, that payment by the applicable Issuing
Lender under such Letter of Credit against presentation of such draft or
document shall not have constituted gross negligence or willful misconduct;


 


(iv)                              payment by the applicable Issuing Lender
under a Letter of Credit against presentation of a draft or other document
which does not comply in any immaterial respect with the terms of such Letter
of Credit; provided, that such
payment shall not have constituted gross negligence or willful misconduct; or


 


(v)                                 any other circumstance or event whatsoever,
whether or not similar to any of the foregoing; provided, that such other circumstance or event shall not
have been the result of gross negligence or willful misconduct of the
applicable Issuing Lender.


 


It is understood that in
making any payment under a Letter of Credit (x) such Issuing Lender’s exclusive
reliance on the documents presented to it under such Letter of Credit as to any
and all matters set forth therein, including reliance on the amount of any
draft presented under such Letter of Credit, whether or not the amount due to
the beneficiary thereof equals the amount of such draft and whether or not any
document presented pursuant to such Letter of Credit proves to be forged,
fraudulent or invalid in any respect, if such document on its face appears to
be in order, and whether or not any other statement or any other document
presented pursuant to such Letter of Credit proves to be forged or invalid or
any statement therein proves to be inaccurate or untrue in any respect
whatsoever, and (y) any noncompliance in any immaterial respect of the
documents presented under a Letter of Credit with the terms thereof shall, in
either case, not, in and of itself, be deemed willful misconduct or gross
negligence of such Issuing Lender.


 


(h)                                 (i) Notwithstanding anything to the contrary
contained in this Agreement, for purposes of calculating any LC Fee payable in
respect of any Business Day, the Administrative Agent shall convert the amount
available to be drawn under any Letter of Credit denominated in a Foreign
Currency into an amount of Dollars based upon the relevant Foreign Exchange
Rate in effect for such day.  If on any
date the Administrative Agent shall notify the applicable Borrower that, by
virtue of any change in the Foreign Exchange Rate of any Foreign Currency in
which a Letter of Credit is denominated, the Total Facility Exposure shall
exceed the Total Commitment then in effect, then, within three Business Days
after the date of such notice,


 

















 


32


 


 


such Borrower shall prepay
the Revolving Credit Loans and/or the Swingline Loans to the extent necessary
to eliminate such excess.  Each Issuing
Lender which has issued a Letter of Credit denominated in a Foreign Currency
agrees to notify the Administrative Agent of the average daily outstanding
amount thereof for any period in respect of which LC Fees are payable and, upon
request by the Administrative Agent, for any other date or period.  For all purposes of this Agreement (except
as otherwise set forth in Section 2.22), determinations by the
Administrative Agent of the Dollar equivalent of any amount expressed in a
Foreign Currency shall be made on the basis of Foreign Exchange Rates reset
monthly (or on such other periodic basis as shall be selected by the
Administrative Agent in its sole discretion) and shall in each case be
conclusive absent manifest error.


 


(ii)                                  Notwithstanding anything to the contrary
contained in this Section 2.7, prior to demanding any reimbursement from
the Lenders pursuant to Section 2.7(f) in respect of any Letter of Credit
denominated in a Foreign Currency, the relevant Issuing Lender shall convert
the obligation of the applicable Borrower under Section 2.7(g) to
reimburse such Issuing Lender in such Foreign Currency into an obligation to
reimburse such Issuing Lender (and, in turn, the Lenders) in Dollars.  The amount of any such converted obligation
shall be computed based upon the relevant Foreign Exchange Rate (as quoted by
the Administrative Agent to such Issuing Lender) in effect for the day on which
such conversion occurs.


 


SECTION 2.8.                       Conversion and Continuation
Options.  (a) 
The relevant Borrower may elect from time to time to convert
Eurocurrency Revolving Credit Loans denominated in Dollars (or, subject to
Section 2.10(f), a portion thereof) to ABR Revolving Credit Loans on the
last day of an Interest Period with respect thereto by giving the
Administrative Agent prior irrevocable notice of such election.  The relevant Borrower may elect from time to
time to convert ABR Revolving Credit Loans (subject to Section 2.10(f)) to
Eurocurrency Revolving Credit Loans denominated in Dollars by giving the
Administrative Agent at least three Business Days’ prior irrevocable notice of
such election.  Any such notice of
conversion to Eurocurrency Revolving Credit Loans shall specify the length of
the initial Interest Period therefor. 
Upon receipt of any such notice the Administrative Agent shall promptly
notify each Lender thereof.  All or any
part of outstanding Eurocurrency Revolving Credit Loans and ABR Revolving
Credit Loans may be converted as provided herein; provided, that no Revolving Credit Loan may be converted
into a Eurocurrency Revolving Credit Loan when any Event of Default has
occurred and is continuing and the Administrative Agent has or the Required
Lenders have determined in its or their sole discretion not to permit such a
conversion.


 


(b)                                 Any Eurocurrency Revolving Credit Loans (or,
subject to Section 2.10(f), a portion thereof) may be continued as such
upon the expiration of the then current Interest Period with respect thereto by
the relevant Borrower giving irrevocable notice to the Administrative Agent,
not less than three Business Days prior to the last day of the then current
Interest Period with respect thereto, of the length of the next Interest Period
to be applicable to such Revolving Credit Loans; provided, that no Eurocurrency Revolving Credit Loan may be
continued as such when any Event of Default has occurred and is continuing and
the Administrative Agent has or the Required Lenders have determined in its or
their sole discretion not to permit such a continuation; and provided, further, that if the relevant
Borrower shall fail to give any required notice as described above in this
paragraph or if such continuation is not permitted pursuant to the preceding
proviso such Eurocurrency Revolving Credit Loans shall be


 

















 


33


 


 


automatically converted to
ABR Revolving Credit Loans on the last day of such then expiring Interest
Period (in the case of Multi-Currency Revolving Loans, such Loans shall be
converted to Dollars at the Foreign Exchange Rate on such date before being
converted to ABR Revolving Credit Loans). 
Upon receipt of any notice from a Borrower pursuant to this
Section 2.8(b), the Administrative Agent shall promptly notify each Lender
thereof.  The Administrative Agent shall
promptly notify the applicable Borrower upon the determination in accordance
with this Section 2.8(b), by it or the Required Lenders, not to permit
such a continuation.


 


SECTION 2.9.                       Fees. 
(a)  Viacom agrees to pay to the
Administrative Agent for the account of each Lender a Facility Fee for the
period from and including the Closing Date to the Revolving Credit Maturity
Date (or such earlier date on which the Commitments shall terminate in
accordance herewith), computed at a per annum rate equal to the Applicable
Facility Fee Rate on such Lender’s Commitment (whether used or unused); provided that, if such Lender continues to
have any Facility Exposure after its Commitment terminates, then such Facility
Fee shall continue to accrue on the daily amount of such Lender’s Facility
Exposure from and including the date on which its Commitment terminates to but
excluding the date on which such Lender ceases to have any Facility
Exposure.  All Facility Fees shall be
computed on the basis of the actual number of days elapsed in a year of 360
days and shall be payable quarterly in arrears on the last day of each March,
June, September and December, on the Revolving Credit Maturity Date or
such earlier date on which the Commitments shall be terminated, commencing on
the first of such dates to occur after the Closing Date, and on the date (after
termination of the Commitments) on which each Lender ceases to have any
Facility Exposure.


 


(b)                                 Viacom agrees to pay each Lender, through the
Administrative Agent, on the 15th day of each April, July,
October and January and on the Revolving Credit Maturity Date or the
date on which the Commitment of such Lender shall be terminated as provided
herein and all Letters of Credit issued hereunder shall have expired, a letter
of credit fee (an “LC Fee”)
computed at a per annum rate equal to the Applicable LC Fee Rate on such
Lender’s Revolving Credit Percentage of the average daily undrawn amount of the
Financial Letters of Credit or Non-Financial Letters of Credit, as the case may
be, outstanding during the preceding fiscal quarter (or shorter period
commencing with the Closing Date or ending with the Revolving Credit Maturity
Date or the date on which the Commitment of such Lender shall have been
terminated and all Letters of Credit issued hereunder shall have expired).  All LC Fees shall be computed on the basis
of the actual number of days elapsed in a year of 360 days.


 


(c)                                  Viacom agrees to pay to the Administrative
Agent, for its own account, the administrative agent’s fees (“Administrative Agent’s Fees”) provided for
in the Administrative Agent Fee Letter at the times provided therein.


 


(d)                                 Each Borrower agrees to pay to each Issuing
Lender, through the Administrative Agent, for its own account, the applicable
Issuing Lender Fees, including, without limitation, a fronting fee at a rate to
be determined by the relevant Borrower and the relevant Issuing Lender with
respect to each Letter of Credit issued by such Issuing Lender payable on the
15th day of each April, July, October and January to such
Issuing Lender for the period from and including the date of issuance of such
Letter of Credit to, but not including, the termination date of such Letter of
Credit.


 

















 


34


 


 


(e)                                  Viacom agrees to pay to each Lender, through
the Administrative Agent, on each Interest Payment Date for ABR Loans, a
utilization fee (a “Utilization Fee”)
at a rate per annum equal to the Applicable Utilization Fee Rate for each
Excess Utilization Day during the period covered by such Interest Payment Date
on the Facility Exposure of such Lender on such Excess Utilization Day.  All Utilization Fees shall be computed on
the basis of the actual number of days elapsed in a year of 360 days and shall
be payable in arrears.


 


(f)                                    All Fees shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, if
and as appropriate, among the relevant Lenders or to the Issuing Lenders.  Once paid, none of the Fees shall be
refundable under any circumstances (other than corrections of errors in
payment).


 


SECTION 2.10.                 Interest on Loans;
Eurocurrency Tranches; Etc.  (a) 
Subject to the provisions of Section 2.11, Eurocurrency Loans shall
bear interest (computed on the basis of the actual number of days elapsed over
a year of 360 days) at a rate per annum equal to (i) in the case of each
Eurocurrency Revolving Credit Loan, the Eurocurrency Rate for the Interest
Period in effect for such Loan plus the Applicable Eurocurrency Margin and (ii)
in the case of each Eurocurrency Competitive Loan, the Eurocurrency Rate for
the Interest Period in effect for such Loan plus or minus (as the case may be)
the Margin offered by the Lender making such Loan and accepted by the relevant
Borrower pursuant to Section 2.3. 
The Eurocurrency Rate for each Interest Period shall be determined by
the Administrative Agent, and such determination shall be conclusive absent
manifest error.  The Administrative
Agent shall promptly advise the relevant Borrower and each Lender of such
determination.


 


(b)                                 Subject to the provisions of
Section 2.11, ABR Loans shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 365 or 366 days, as the case may
be, when determined by reference to the Prime Rate and over a year of 360 days
at all other times) at a rate per annum equal to the Alternate Base Rate.  The Alternate Base Rate shall be determined
by the Administrative Agent, and such determination shall be conclusive absent
manifest error.


 


(c)                                  Subject to the provisions of
Section 2.11, Quoted Swingline Loans shall bear interest (computed on the
basis of the actual number of days elapsed over a year of 360 days) at a rate
per annum equal to the relevant Quoted Swingline Rate.


 


(d)                                 Subject to the provisions of
Section 2.11, each Absolute Rate Loan shall bear interest at a rate per
annum (computed on the basis of the actual number of days elapsed over a year
of 360 days) equal to the fixed rate of interest offered by the Lender making
such Loan and accepted by the relevant Borrower pursuant to Section 2.3.


 


(e)                                  Interest on each Loan shall be payable on
each applicable Interest Payment Date.


 


(f)                                    Notwithstanding anything to the contrary in
this Agreement, all borrowings, conversions, continuations, repayments and
prepayments of Eurocurrency Revolving Credit Loans hereunder and all selections
of Interest Periods hereunder in respect of Eurocurrency Revolving Credit Loans
shall be in such amounts and shall be made pursuant to


 

















 


35


 


 


such elections so that,
after giving effect thereto, the aggregate principal amount of the Eurocurrency
Revolving Credit Loans comprising each Eurocurrency Tranche shall be equal to
$50,000,000 (or the Dollar equivalent thereof) or a whole multiple of
$5,000,000 (or the Dollar equivalent thereof) in excess thereof.  Unless otherwise agreed by the
Administrative Agent, in no event shall there be more than 25 Eurocurrency
Tranches outstanding at any time.


 


(g)                                 If no election as to the Type of Revolving
Credit Loan is specified in any notice of borrowing with respect thereto, then
the requested Loan shall be an ABR Loan, unless such request is for a Revolving
Credit Loan denominated in a Multi-Currency. 
If no Interest Period with respect to a Eurocurrency Revolving Credit
Loan is specified in any notice of borrowing, conversion or continuation, then
the relevant Borrower shall be deemed to have selected an Interest Period of
one month’s duration.  The Interest
Period with respect to a Eurocurrency Competitive Loan shall in no case be less
than one month’s duration.


 


SECTION 2.11.                 Default Interest. 
(a)  If all or a portion of the
principal amount of any Loan shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), all outstanding Loans (whether or not
overdue) shall bear interest at a rate per annum which is equal to the rate
that would otherwise be applicable thereto pursuant to the provisions of
Section 2.10 plus 2% and (b) if all or a portion of any LC Disbursement,
any interest payable on any Loan or LC Disbursement or any Fee or other amount
payable hereunder shall not be paid when due (whether at the stated maturity,
by acceleration or otherwise), such overdue amount shall bear interest at a
rate per annum equal to the rate otherwise applicable to ABR Loans pursuant to
Section 2.10(b) plus 2%, in each case, with respect to clauses (a) and (b)
above, from the date of such non-payment until such amount is paid in full (as
well after as before judgment).


 


SECTION 2.12.                 Alternate Rate of Interest.  In
the event, and on each occasion, that on the day two Business Days prior to the
commencement of any Interest Period for a Eurocurrency Loan (i) the
Administrative Agent shall have determined (which determination shall be
conclusive and binding upon each Borrower) that, by reason of circumstances
affecting the relevant market, adequate and reasonable means do not exist for
ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the
Required Lenders shall have determined and shall have notified the
Administrative Agent that the Eurocurrency Rate determined or to be determined
for such Interest Period will not adequately and fairly reflect the cost to
such Lenders (as conclusively certified by such Lenders) of making or
maintaining Eurocurrency Loans during such Interest Period, the Administrative
Agent shall, as soon as practicable thereafter, give written or telecopy notice
of such determination to the Borrowers and the Lenders.  In the event of any such determination,
until the Administrative Agent shall have advised the Borrowers and the Lenders
that the circumstances giving rise to such notice no longer exist, (i) any
request by a Borrower for a Eurocurrency Competitive Loan pursuant to
Section 2.3 to be made after such determination shall be of no force and
effect and shall be denied by the Administrative Agent, (ii) any request by a
Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars
pursuant to Section 2.4 to be made after such determination shall be
deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a
Multi-Currency Revolving Loan to be made after such determination shall be
deemed to be a request for an ABR Loan in an aggregate principal amount equal
to the Dollar equivalent (as determined by the Foreign Exchange Rate on such
date) of the relevant Multi-Currency and (iv) any request by a Borrower for
conversion into or a continuation of a Eurocurrency Revolving Credit Loan
pursuant to Section 2.8 to be made


 

















 


36


 


 


after such determination
shall have no force and effect (in the case of a requested conversion) or shall
be deemed to be a request for a conversion into an ABR Loan (in the case of a
requested continuation); provided,
that any request for a conversion of a Multi-Currency Revolving Loan shall be
deemed to be a request for a conversion into an ABR Loan in an aggregate
principal amount equal to the Dollar equivalent (as determined by the Foreign
Exchange Rate on such date) of the relevant Multi-Currency.  Also, in the event of any such determination,
the relevant Borrower shall be entitled, in its sole discretion, if the
requested Competitive Loan has not been made, to cancel its acceptance of the
Competitive Bids or to cancel its Competitive Bid Request relating
thereto.  Each determination by the
Administrative Agent or the Required Lenders hereunder shall be conclusive
absent manifest error.


 


SECTION 2.13.                 Termination and Reduction
of Commitments.  (a) 
Upon at least three Business Days’ prior irrevocable written or telecopy
notice to the Administrative Agent, Viacom may at any time in whole permanently
terminate, or from time to time in part permanently reduce, the Commitments; provided, however, that (i) each partial
reduction of the Commitments shall be in a minimum principal amount of
$10,000,000 and in integral multiples of $1,000,000 in excess thereof and (ii)
no such termination or reduction shall be made if, after giving effect thereto
and to any prepayments of the Loans made on the effective date thereof, (x) the
Outstanding Revolving Extensions of Credit of any Lender would exceed such
Lender’s Commitment then in effect or (y) the Total Facility Exposure would
exceed the Total Commitment then in effect. 
The Administrative Agent shall promptly advise the Lenders of any notice
given pursuant to this Section 2.13(a).


 


(b)                                 Except as otherwise provided in
Section 2.21, each reduction in the Commitments hereunder shall be made
ratably among the Lenders in accordance with their respective Commitments.  Viacom agrees to pay to the Administrative
Agent for the account of the Lenders, on the date of termination or reduction
of the Commitments, the Facility Fees on the amount of the Commitments so
terminated or reduced accrued through the date of such termination or
reduction.


 


(c)                                  Upon a decrease, pursuant to
Section 2.13(a) or (b), in the 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 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.


 


SECTION 2.14.                 Optional Prepayments of
Revolving Credit Loans.  The relevant Borrower may at any time and
from time to time prepay the Revolving Credit Loans, in whole or in part,
without premium or penalty, upon giving irrevocable written or telecopy notice
(or telephone notice promptly confirmed by written or telecopy notice) to the
Administrative Agent:  (i) before 10:00
a.m., New York City time, three Business Days prior to prepayment, in the case
of Eurocurrency Revolving Credit Loans, and (ii) before 10:00 a.m., New York City
time, one Business Day prior to prepayment, in the case of ABR Revolving Credit
Loans.  Such


 

















 


37


 


 


notice shall specify the
date and amount of prepayment and whether the prepayment is of Eurocurrency Revolving
Credit Loans, ABR Revolving Credit Loans or a combination thereof, and, if of a
combination thereof, the amount allocable to each.  If a Eurocurrency Revolving Credit Loan is prepaid on any day
other than the last day of the Interest Period applicable thereto, the relevant
Borrower shall also pay any amounts owing pursuant to Section 2.16.  Upon receipt of any such notice the
Administrative Agent shall promptly notify each Lender thereof.  If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified
therein, together with (except in the case of ABR Revolving Credit Loans)
accrued interest to such date on the amount prepaid.  Partial prepayments of Revolving Credit Loans shall be in an
aggregate principal amount of $10,000,000 or a whole multiple of $1,000,000 in
excess thereof.


 


SECTION 2.15.                 Reserve Requirements;
Change in Circumstances.  (a) 
Notwithstanding any other provision herein, if after the Closing Date
any change in applicable law or regulation (including any change in the reserve
percentages provided for in Regulation D) or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof shall change the basis of taxation of
payments to any Lender of the principal of or interest on any Eurocurrency Loan
or Absolute Rate Loan made by such Lender (other than changes in respect of
taxes imposed on the overall net income of such Lender by the jurisdiction in
which such Lender has its principal office (or in which it holds any
Eurocurrency Loan or Absolute Rate Loan) or by any political subdivision or
taxing authority therein and other than taxes that would not have been imposed
but for the failure of such Lender to comply with applicable certification,
information, documentation or other reporting requirements), or shall impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of or deposits with or for the account of such Lender, or shall
impose on such Lender or the London interbank market any other condition
affecting this Agreement or any Eurocurrency Loan or Absolute Rate Loan made by
such Lender, and the result of any of the foregoing shall be to increase the
cost to such Lender of making or maintaining any Eurocurrency Loan or Absolute
Rate Loan or to reduce the amount of any sum received or receivable by such
Lender hereunder (whether of principal, interest or otherwise) in respect of
any Eurocurrency Loan or Absolute Rate Loan by an amount deemed by such Lender
to be material, then the relevant Borrower agrees to pay to such Lender as
provided in paragraph (c) below such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction suffered.
Notwithstanding the foregoing, no Lender shall be entitled to request
compensation under this paragraph with respect to any Competitive Loan if the
change giving rise to such request shall, or in good faith should, have been
taken into account in formulating the Competitive Bid pursuant to which such
Competitive Loan shall have been made.


 


(b)                                 If any Lender or any Issuing Lender shall
have determined that the adoption after the Closing Date hereof of any law,
rule, regulation or guideline regarding capital adequacy, or any change in any
law, rule, regulation or guideline regarding capital adequacy or in the
interpretation or administration of any of the foregoing by any Governmental
Authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or any lending office of
such Lender) or Issuing Lender or any Lender’s or Issuing Lender’s holding
company with any request or directive regarding capital adequacy (whether or
not having the force of law) of any such authority, central bank or


 

















 


38


 


 


comparable agency, has or
would have the effect of reducing the rate of return on such Lender’s or
Issuing Lender’s capital or on the capital of such Lender’s or Issuing Lender’s
holding company, if any, as a consequence of this Agreement or the Loans made
by such Lender or the LC Exposure of such Lender or Letters of Credit issued by
such Issuing Lender pursuant hereto to a level below that which such Lender or
Issuing Lender or such Lender’s or Issuing Lender’s holding company could have
achieved but for such applicability, adoption, change or compliance (taking
into consideration such Lender’s or Issuing Lender’s policies and the policies
of such Lender’s or Issuing Lender’s holding company with respect to capital
adequacy) by an amount deemed by such Lender or Issuing Lender to be material,
then from time to time the relevant Borrower agrees to pay to such Lender or
Issuing Lender as provided in paragraph (c) below such additional amount or
amounts as will compensate such Lender or Issuing Lender or such Lender’s or
Issuing Lender’s holding company for any such reduction suffered.


 


(c)                                  A certificate of each Lender or Issuing
Lender setting forth such amount or amounts as shall be necessary to compensate
such Lender or Issuing Lender as specified in paragraph (a) or (b) above, as
the case may be, and the basis therefor in reasonable detail shall be delivered
to the relevant Borrower and shall be conclusive absent manifest error.  The relevant Borrower shall pay each Lender
or Issuing Lender the amount shown as due on any such certificate within 30
days after its receipt of the same. 
Upon the receipt of any such certificate, the relevant Borrower shall be
entitled, in its sole discretion, if any requested Loan has not been made, to
cancel its acceptance of the relevant Competitive Bids or to cancel the
Competitive Bid Request relating thereto, subject to Section 2.16.


 


(d)                                 Except as provided in this paragraph, failure
on the part of any Lender or Issuing Lender to demand compensation for any
increased costs or reduction in amounts received or receivable or reduction in
return on capital with respect to any period shall not constitute a waiver of
such Lender’s or Issuing Lender’s right to demand compensation with respect to
any other period.  The protection of
this Section 2.15 shall be available to each Lender and Issuing Lender
regardless of any possible contention of the invalidity or inapplicability of
the law, rule, regulation, guideline or other change or condition which shall
have occurred or been imposed so long as it shall be customary for Lenders or
Issuing Lenders affected thereby to comply therewith.  No Lender or Issuing Lender shall be entitled to compensation
under this Section 2.15 for any costs incurred or reductions suffered with
respect to any date unless it shall have notified the relevant Borrower that it
will demand compensation for such costs or reductions under paragraph (c) above
not more than 90 days after the later of (i) such date and (ii) the date on
which it shall have become aware of such costs or reductions.  Notwithstanding any other provision of this
Section 2.15, no Lender or Issuing Lender shall demand compensation for any
increased cost or reduction referred to above if it shall not at the time be
the general policy or practice of such Lender or Issuing Lender (as the case
may be) to demand such compensation in similar circumstances under comparable
provisions of other credit agreements, if any. 
In the event any Borrower shall reimburse any Lender or Issuing Lender
pursuant to this Section 2.15 for any cost and such Lender or Issuing
Lender (as the case may be) shall subsequently receive a refund in respect
thereof, such Lender or Issuing Lender (as the case may be) shall so notify
such Borrower and, upon its request, will pay to such Borrower the portion of
such refund which such Lender or Issuing Lender (as the case may be) shall
determine in good faith to be allocable to the cost so reimbursed.  The covenants contained in this Section


 

















 


39


 


 


2.15 shall survive the
termination of this Agreement and the payment of the Loans and all other
amounts payable hereunder.


 


SECTION 2.16.                 Indemnity. 
Each Borrower agrees to indemnify each Lender against any loss or
expense described below which such Lender may sustain or incur as a consequence
of (a) any failure by such Borrower to fulfill on the date of any borrowing
hereunder the applicable conditions set forth in Article IV, (b) any
failure by such Borrower to borrow, continue or convert any Loan hereunder
after irrevocable notice of such borrowing, continuation or conversion has been
given or deemed given or Competitive Bids have been accepted pursuant to
Article II, (c) any payment, prepayment or conversion of a Eurocurrency
Loan or Absolute Rate Loan made to such Borrower required by any other
provision of this Agreement or otherwise made or deemed made, whatever the
circumstances may be that give rise to such payment, prepayment or conversion,
or any transfer of any such Loan pursuant to Section 2.21 or 9.4(b), on a
date other than the last day of the Interest Period applicable thereto, or (d)
if any breakage is incurred, any failure by a Borrower to prepay a Eurocurrency
Loan on the date specified in a notice of prepayment; provided, that any request for
indemnification made by any Lender to any Borrower pursuant hereto shall be
accompanied by such Lender’s calculation of such amount to be indemnified.  The loss or expense for which such Lender
shall be indemnified under this Section 2.16 shall be equal to the excess,
if any, as reasonably determined by such Lender, of (i) its cost of obtaining
the funds for the Loan being paid, prepaid, converted or not borrowed,
continued, prepaid or converted (assumed to be the Eurocurrency Rate in the
case of Eurocurrency Loans) for the period from the date of such payment,
prepayment, conversion or failure to borrow, continue, prepay or convert to the
last day of the Interest Period for such Loan (or, in the case of a failure to
borrow, continue, prepay or convert, the Interest Period for such Loan which
would have commenced on the date of such failure) over (ii) the amount of
interest (as reasonably determined by such Lender) that would be realized by
such Lender in reemploying the funds so paid, prepaid, converted or not
borrowed, continued, prepaid or converted for such period or Interest Period,
as the case may be; provided, however,
that such amount shall not include any loss of a Lender’s margin or spread over
its cost of obtaining funds as described above.  A certificate of any Lender setting forth any amount or amounts
which such Lender is entitled to receive pursuant to this Section 2.16 (with
calculations in reasonable detail) shall be delivered to the relevant Borrower
and shall be conclusive absent manifest error. 
This covenant shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder.


 


SECTION 2.17.                 Pro Rata Treatment; Funding
Matters; Evidence of Debt.  (a) 
Except as required under Section 2.21, each payment or prepayment
of principal of any Revolving Credit Loan, each payment of interest on the
Revolving Credit Loans, each payment of LC Fees, each payment of the Facility
Fees, and each reduction of the Commitments, shall be allocated pro rata among the Lenders in accordance
with their respective Commitments (or, if such Commitments shall have expired
or been terminated, in accordance with the respective principal amounts of
their outstanding Revolving Credit Loans). 
Each Lender agrees that in computing such Lender’s portion of any Loan
to be made hereunder, the Administrative Agent may, in its discretion, round
such Lender’s percentage of such Loan to the next higher or lower whole Dollar
amount.


 

















 


40


 


 


(b)                                 Unless the Administrative Agent shall have
received notice from a Lender prior to the relevant borrowing date that such
Lender will not make available to the Administrative Agent such Lender’s
portion of a borrowing, the Administrative Agent may assume that such Lender
has made such portion available to the Administrative Agent on the date of such
borrowing in accordance with this Agreement and the Administrative Agent may,
in reliance upon such assumption, make available to the relevant Borrower on
such date a corresponding amount.  If
and to the extent that such Lender shall not have made such portion available
to the Administrative Agent, each of such Lender and the relevant Borrower
agrees to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to such Borrower until the date such amount is
repaid to the Administrative Agent at (i) in the case of such Borrower, the
interest rate applicable at the time to the relevant Loan and (ii) in the case
of such Lender, the Federal Funds Effective Rate.  If such Lender shall repay to the Administrative Agent such
corresponding amount, such amount shall constitute such Lender’s Loan as part
of such borrowing for the purposes of this Agreement; provided, that such repayment shall not
release such Lender from any liability it may have to such Borrower for the
failure to make such Loan at the time required herein.


 


(c)                                  The failure of any Lender to make any Loan
shall not in itself relieve any other Lender of its obligation to lend
hereunder (it being understood, however, that no Lender shall be responsible
for the failure of any other Lender to make any Loan required to be made by
such other Lender).


 


(d)                                 Each Lender may at its option make any
Eurocurrency Loan by causing any domestic or foreign branch or Lender Affiliate
of such Lender to make such Loan; provided, that
any exercise of such option shall not affect the obligation of the relevant
Borrower to repay such Loan in accordance with the terms of this Agreement.


 


(e)                                  Each Lender shall maintain in accordance with
its usual practice an account or accounts evidencing the indebtedness to such
Lender resulting from each Loan made by it from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Agreement.  The Administrative
Agent shall maintain accounts in which it will record (i) the amount of each
Loan made hereunder, the Borrower with respect to each Loan, the Type of each
Loan and each Interest Period, if any, applicable thereto, (ii) the amount of
any principal or interest due and payable or to become due and payable from
each Borrower to each Lender hereunder and (iii) the amount of any sum received
by the Administrative Agent hereunder from any Borrower and each Lender’s share
thereof.  The entries made in the
accounts maintained pursuant to this paragraph (e) shall, to the extent
permitted by applicable law, be prima facie evidence
of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligations of any Borrower to repay
the Loans in accordance with their terms.


 


(f)                                    In order to expedite the transactions
contemplated by this Agreement, each Subsidiary Borrower shall be deemed, by
its execution and delivery of a Subsidiary Borrower Request, to have appointed
Viacom to act as agent on behalf of such Subsidiary Borrower for the purpose of
(i) giving any notices contemplated to be given by such Subsidiary Borrower
pursuant


 

















 


41


 


 


to this Agreement,
including, without limitation, borrowing notices, prepayment notices,
continuation notices, conversion notices, competitive bid requests and
competitive bid acceptances or rejections and (ii) paying on behalf of such
Subsidiary Borrower any Subsidiary Borrower Obligations owing by such
Subsidiary Borrower; provided, that
each Subsidiary Borrower shall retain the right, in its discretion, to directly
give any or all of such notices or make any or all of such payments.


 


(g)                                 The Administrative Agent shall promptly
notify the Lenders upon receipt of any Subsidiary Borrower Designation and
Subsidiary Borrower Request.  The
Administrative Agent shall promptly notify the Swingline Lenders upon receipt
of any designation of a Subsidiary Borrower as a Swingline Borrower.


 


SECTION 2.18.                 Sharing of Setoffs. 
Except to the extent that this Agreement provides for payments to be
allocated to Revolving Credit Loans, Swingline Loans or Competitive Loans, as
the case may be, each Lender agrees that if it shall, through the exercise of a
right of banker’s lien, setoff or counterclaim against any Borrower, or
pursuant to a secured claim under Section 506 of Title 11 of the United
States Code or other security or interest arising from, or in lieu of, such
secured claim, received by such Lender under any applicable bankruptcy,
insolvency or other similar law or otherwise, or by any other means (other than
pursuant to any provision of this Agreement), obtain payment (voluntary or
involuntary) in respect of any category of its Loans or such Lender’s Revolving
Credit Percentage of any LC Disbursement as a result of which the unpaid
principal portion of such Loans or the unpaid portion of such Lender’s
Revolving Credit Percentage of the LC Disbursements shall be proportionately
less than the unpaid principal portion of such Loans or the unpaid portion of
the Revolving Credit Percentage of the LC Disbursements of any other Lender, it
shall be deemed simultaneously to have purchased from such other Lender at face
value, and shall promptly pay to such other Lender the purchase price for, a
participation in such Loans or the Revolving Credit Percentage of the LC
Disbursements of such other Lender, so that the aggregate unpaid principal
amount of such Loans and participations in such Loans held by each Lender or
the Revolving Credit Percentage of LC Disbursements and participations in LC
Disbursements held by each Lender shall be in the same proportion to the
aggregate unpaid principal amount of all such Loans or LC Disbursements then
outstanding as the principal amount of such Loans or the Revolving Credit
Percentage of LC Disbursements of each Lender prior to such exercise of
banker’s lien, setoff or counterclaim or other event was to the principal
amount of all such Loans or LC Disbursements outstanding prior to such exercise
of banker’s lien, setoff or counterclaim or other event; provided, however, that, if any such
purchase or purchases or adjustments shall be made pursuant to this
Section 2.18 and the payment giving rise thereto shall thereafter be
recovered, such purchase or purchases or adjustments shall be rescinded to the
extent of such recovery and the purchase price or prices or adjustment restored
without interest, unless the Lender from which such payment is recovered is
required to pay interest thereon, in which case each Lender returning funds to
such Lender shall pay its pro rata
share of such interest.  Any Lender
holding a participation in a Loan or LC Disbursement deemed to have been so
purchased may exercise any and all rights of banker’s lien, setoff or
counterclaim with respect to any and all moneys owing by any Borrower to such
Lender by reason thereof as fully as if such Lender had made a Loan directly to
such Borrower or issued a Letter of Credit for the account of such Borrower in
the amount of such participation.


 

















 


42


 


 


SECTION 2.19.                 Payments. 
(a)  Except as otherwise expressly
provided herein, each Borrower shall make each payment (including principal of
or interest on any Loan or any Fees or other amounts) hereunder without setoff
or counterclaim and shall make each such payment not later than 12:00 noon, New
York City time, on the date when due in Dollars to the Administrative Agent at
its offices at JPMorgan Chase Bank, 270 Park Avenue, New York, New York 10017,
in immediately available funds. 
Notwithstanding the foregoing, each Borrower shall make each payment
with respect to any Loan denominated in any Foreign Currency (including
principal of or interest on any such Loan or other amounts) hereunder without
setoff or counterclaim and shall make each such payment not later than 12:00
noon, London time, on the date when due in the relevant Foreign Currency to the
Administrative Agent at its offices at J.P. Morgan Europe Limited, 125 London
Wall, London, England EC2Y 5AJ, United Kingdom, in immediately available funds.


 


(b)                                 Whenever any payment (including principal of
or interest on any Loan or any Fees or other amounts) hereunder shall become
due, or otherwise would occur, on a day that is not a Business Day, such
payment may be made on the next succeeding Business Day, and such extension of
time shall in such case be included in the computation of interest or Fees, if
applicable.


 


SECTION 2.20.                 Taxes. 
(a)  Any and all payments by each
Borrower hereunder shall be made, in accordance with Section 2.19, free
and clear of and without deduction for any and all present or future taxes,
levies, imposts, duties, charges, fees, deductions, charges or withholdings,
and all liabilities with respect thereto imposed by or on behalf of any
Governmental Authority, excluding net
income taxes and franchise taxes (imposed in lieu of net income taxes) imposed
on the Administrative Agent or any Lender as a result of a present or former
connection between the Administrative Agent or such Lender and the jurisdiction
of the Governmental Authority imposing such tax or any political subdivision or
taxing authority thereof or therein (other than any such connection arising
solely from the Administrative Agent’s or such Lender’s having executed,
delivered or performed its obligations or received a payment under, or
enforced, this Agreement or any other Loan Document) (all such nonexcluded
taxes, levies, imposts, duties, charges, fees, deductions, charges,
withholdings and liabilities being hereinafter referred to as “Taxes”). 
If any Borrower shall be required by law to deduct any Taxes or Other
Taxes from or in respect of any sum payable to any Agent or any Lender
hereunder, (i) the sum payable shall be increased by the amount necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.20) such Agent or such Lender
shall receive an amount equal to the sum it would have received had no such
deductions been made, (ii) such Borrower shall make such deductions and (iii)
such Borrower shall pay the full amount deducted to the relevant taxing
authority or other Governmental Authority in accordance with applicable law.


 


(b)                                 The relevant Borrower agrees to pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable law.


 


(c)                                  The relevant Borrower will indemnify each
Lender (or Transferee) and the Administrative Agent for the full amount of
Taxes and Other Taxes (including any Taxes or Other Taxes imposed by the
applicable jurisdiction on amounts payable under this Section 2.20) paid
by such Lender (or Transferee) or the Administrative Agent, as the case may be,
and any


 

















 


43


 


 


liability (including
penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted by
the relevant taxing authority or other Governmental Authority.  Such indemnification shall be made within 30
days after the date such Lender (or Transferee) or the Administrative Agent, as
the case may be, makes written demand therefor.


 


(d)                                 Whenever any Taxes or Other Taxes are payable
by any Borrower, within 30 days thereafter such Borrower shall send to the
Administrative Agent for its own account or for the account of the relevant
Lender, as the case may be, a certified copy of an official receipt received by
such Borrower showing payment thereof (or other evidence of such payment
reasonably satisfactory to the Administrative Agent).


 


(e)                                  Without prejudice to the survival of any
other agreement contained herein, the agreements and obligations contained in
this Section 2.20 shall survive the payment in full of the principal of
and interest on all Loans made hereunder and of all other amounts payable
hereunder.


 


(f)                                    Each Lender (or Transferee) that is not a
“United States Person” as defined in Section 7701(a)(30) of the Code (such
Lender (or Transferee), a “Non-U.S. Person”)
shall deliver to Viacom and the Administrative Agent (or, in the case of a
participant, to the Lender from which the related participation shall have been
purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or
Form W-8ECI, or, in the case of a Non-U.S. Person claiming exemption from U.S.
federal withholding tax under Section 871(h) or 881(c) of the Code with
respect to payments of “portfolio interest”, a Form W-8BEN, or any subsequent
versions thereof or successors thereto (and, if such Non-U.S. Person, claiming
an exemption with respect to payments of “portfolio interest”, delivers a Form
W-8BEN, an annual certificate representing that such Non-U.S. Person is not a
“bank” for purposes of Section 881(c) of the Code, is not a 10-percent
shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of
Viacom and is not a controlled foreign corporation related to Viacom (within
the meaning of Section 864(d)(4) of the Code)), properly completed and
duly executed by such Non-U.S. Person claiming complete exemption from U.S.
federal withholding tax on all payments by any Borrower under this Agreement.  Such forms shall be delivered by each
Non-U.S. Person promptly after it becomes a party to this Agreement (or, in the
case of any participant, promptly after the date such participant purchases the
related participation).  In addition,
each Non-U.S. Person shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such Non-U.S. Person.  Each Non-U.S. Person shall promptly notify
Viacom at any time it determines that it is no longer in a position to provide
any previously delivered certificate to Viacom (or any other form of
certification adopted by the U.S. taxing authorities for such purpose).  Unless Viacom and the Administrative Agent
(or, in the case of a participant, the Lender from which the related
participation shall have been purchased) have received forms or other documents
satisfactory to them indicating that payments hereunder are not subject to
United States withholding tax, the relevant Borrower or the Administrative
Agent shall withhold taxes from such payments at the applicable statutory rate
in the case of payments of interest to or for any Lender (or Transferee) that
is a Non-U.S. Person.  Notwithstanding
any other provision of this Section 2.20(f), a Non-U.S. Person shall not
be required to deliver any form pursuant to this Section 2.20(f) that such
Non-U.S. Person is not legally able to deliver by reason of the adoption of any
law, rule or regulation, or any change in any law, rule or regulation


 

















 


44


 


 


or in the interpretation
thereof, in each case occurring after the date such Non-U.S. Person becomes a
Lender (or Transferee).


 


(g)                                 A Lender that is entitled to an exemption
from or reduction of any non-U.S. withholding tax under the law of the
jurisdiction in which a Borrower is located, or under any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall
deliver to such Borrower (with a copy to the Administrative Agent), at the time
or times prescribed by applicable law or reasonably requested by such Borrower,
such properly completed and executed documentation prescribed by applicable law
as will permit such payments to be made without withholding or at a reduced
rate, provided that such Lender
is legally entitled to complete, execute and deliver such documentation and in
such Lender’s reasonable judgment such completion, execution or submission
would not materially prejudice the legal position of such Lender.


 


(h)                                 No Borrower shall be required to pay any
additional amounts to any Agent or Lender pursuant to paragraph (a) above (i)
if the obligation to pay such additional amounts would not have arisen but for
a failure by such Agent or Lender to comply with the provisions of paragraph
(f) or (g) above or (ii) in the case of a Transferee, to the extent such
additional amounts exceed the additional amounts that would have been payable
had no transfer or assignment to such Transferee occurred; provided, however, that each Borrower
shall be required to pay those amounts to any Agent or Lender (or Transferee)
that it was required to pay hereunder prior to the failure of such Agent or
Lender (or Transferee) to comply with the provisions of such paragraph (f) or
(g).


 


SECTION 2.21.                 Termination or Assignment
of Commitments Under Certain Circumstances.  (a)  Any Lender (or Transferee) claiming any additional amounts
payable pursuant to Section 2.15 or Section 2.20 shall use reasonable
efforts (consistent with legal and regulatory restrictions) to file any
certificate or document requested by any Borrower or to change the jurisdiction
of its applicable lending office if the making of such a filing or change would
avoid the need for or reduce the amount of any such additional amounts which
may thereafter accrue and would not, in the sole determination of such Lender
(or Transferee), be otherwise disadvantageous to such Lender (or Transferee).


 


(b)                                 In the event that (x) any Lender shall have
delivered a notice or certificate pursuant to Section 2.15, (y) any
Borrower shall be required to make additional payments to any Lender under
Section 2.20, or (z) any Lender (a “Non-Consenting
Lender”) shall withhold its consent to any amendment described in
clause (i) or (ii) of Section 9.8(b) as to which consents have been
obtained from Lenders having Total Facility Percentages aggregating at least
90%, Viacom shall have the right, at its own expense, upon notice to such
Lender (or Lenders) and the Administrative Agent, (i) to terminate the
Commitments of such Lender (except in the case of clause (z) above) or (ii) to
require such Lender (or, in the case of clause (z) above, each Non-Consenting
Lender) to transfer and assign without recourse (in accordance with and subject
to the restrictions contained in Section 9.4) all its interests, rights
and obligations under this Agreement to one or more other financial
institutions acceptable to Viacom (unless an Event of Default has occurred and
is continuing) and the Administrative Agent, which approval in each case shall
not be unreasonably withheld, which shall assume such obligations; provided, that (w) in the case of any
replacement of Non-Consenting Lenders, each assignee shall have consented


 

















 


45


 


 


to the relevant amendment,
(x) no such termination or assignment shall conflict with any law, rule or
regulation or order of any Governmental Authority, (y) the Borrowers or the
assignee (or assignees), as the case may be, shall pay to each affected Lender
in immediately available funds on the date of such termination or assignment
the principal of and interest accrued to the date of payment on the Loans made
by it hereunder and all other amounts accrued for its account or owed to it
hereunder and (z) Viacom may not terminate Commitments representing more than
10% of the original aggregate Commitments pursuant to this paragraph (b).


 


SECTION 2.22.                 Currency Equivalents. 
(a)  The Administrative Agent
shall determine the Dollar equivalent of each Competitive Bid Loan in a Foreign
Currency and each Multi-Currency Revolving Loan as of the first day of each
Interest Period applicable thereto and, in the case of any such Interest Period
of more than three months, at three-month intervals after the first day
thereof.  The Administrative Agent shall
promptly notify the applicable Borrowers and the Lenders of the Dollar
equivalent so determined by it.  Each
such determination shall be based on the Spot Rate (i) (A) on the date of the
related Competitive Bid Request, for purposes of the initial determination of
such Competitive Bid Loan, and (B) on the date of the related Revolving Credit
Borrowing Request, for purposes of the initial determination of such
Multi-Currency Revolving Loan, and (ii) on the fourth Business Day prior to the
date on which such Dollar equivalent is to be determined, for purposes of
subsequent determinations.


 


(b)                                 The Administrative Agent shall determine the
Dollar equivalent of the Aggregate LC Exposure related to each Letter of Credit
issued in a Foreign Currency as of the date of the issuance thereof, at
three-month intervals after the date of issuance thereof and as of the date of
each drawing thereunder.  Each such
determination shall be based on the Spot Rate (i) on the date of the related
notice of any proposed issuance of a Letter of Credit pursuant to
Section 2.7(c), in the case of the initial determination of such Letter of
Credit, (ii) on the second Business Day prior to the date as of which such
Dollar equivalent is to be determined, in the case of any subsequent
determination with respect to an outstanding Letter of Credit and (iii) on the
second Business Day prior to the related drawing thereunder, in the case of any
determination as to a drawing thereunder.


 


(c)                                  If after giving effect to any such
determination of a Dollar equivalent with respect to Competitive Bid Loans or
Letters of Credit, the Dollar equivalent thereof exceeds $150,000,000, Viacom
shall, or shall cause the applicable Subsidiary Borrowers to, within five
Business Days, (i) in the case of an excess with respect to Competitive Bid
Loans, prepay outstanding Competitive Bid Loans in Foreign Currencies to
eliminate such excess, (ii) in the case of an excess with respect to Letters of
Credit, cause to be reduced (or, at the relevant Borrower’s option, cash
collateralize) outstanding Letters of Credit in Foreign Currencies to eliminate
such excess, or (iii) in each case, take such other action to the extent
necessary to eliminate any such excess. 
If after giving effect to any such determination of a Dollar equivalent
with respect to Multi-Currency Revolving Loans, the Dollar equivalent thereof
exceeds (A) the Multi-Currency Sublimit for any currency or (B) the Total
Multi-Currency Sublimit, Viacom shall, or shall cause the relevant Subsidiary
Borrowers to, within five Business Days, prepay outstanding Multi-Currency
Revolving Loans so that the Specified Currency Availability for each currency
is greater than or equal to zero and so that the Total Specified Currency
Availability is greater than or equal to zero or take such other action to the
extent necessary to eliminate any such excess.


 

















 


46


 


 


(d)                                 Notwithstanding the foregoing, if at any time
(i) the Commitment Utilization Percentage (calculated without giving effect to
clauses (a)(ii) and (b)(ii) contained in the definition thereof in
Section 1.1) is greater than 110%, Viacom shall, or shall cause the
relevant Subsidiary Borrowers to, within five Business Days prepay outstanding
Competitive Bid Loans in Foreign Currencies, prepay outstanding Multi-Currency
Revolving Loans, cause to be reduced (or, at the relevant Borrower’s option,
cash collateralize) outstanding Letters of Credit in Foreign Currencies or take
such other action to the extent necessary to eliminate any such excess, or (ii)
the Dollar equivalent of the outstanding Multi-Currency Revolving Loans is
greater than 110% of (A) the Multi-Currency Sublimit for any currency or (B)
the Total Multi-Currency Sublimit, Viacom shall, or shall cause the relevant
Subsidiary Borrowers to, within five Business Days, prepay outstanding
Multi-Currency Revolving Loans so that the Specified Currency Availability for
each currency is greater than or equal to zero and so that the Total Specified
Currency Availability is greater than or equal to zero or take such other
action to the extent necessary to eliminate any such excess.


 


(e)                                  If any prepayment of a Competitive Bid Loan
or a Multi-Currency Revolving Loan occurs pursuant to this Section 2.22 on
a day which is not the last day of the then current Interest Period with
respect thereto, Viacom shall, or shall cause the applicable Subsidiary
Borrowers to, pay to the Lenders such amounts, if any, as may be required
pursuant to Section 2.16.


 


SECTION 2.23.                 Judgment Currency.  If,
for the purpose of obtaining judgment in any court, it is necessary to convert
a sum due from any Borrower hereunder in the currency expressed to be payable
herein (the “specified currency”)
into another currency, the parties hereto agree, to the fullest extent that
they may effectively do so, that the rate of exchange used shall be that at
which in accordance with normal banking procedures the Administrative Agent
could purchase the specified currency with such other currency at the
Administrative Agent’s London office on any Business Day preceding that on
which the final judgment is given.  The
obligations of each Borrower in respect of any sum due to any Lender or the
Administrative Agent hereunder shall, notwithstanding any judgment in a
currency other than the specified currency, be discharged only to the extent
that on the Business Day following receipt by such Lender or the Administrative
Agent, as the case may be, of any sum adjudged to be so due in such other
currency such Lender or the Administrative Agent, as the case may be, may in accordance
with normal banking procedures purchase the specified currency with such other
currency.  If the amount of the
specified currency so purchased is less than the sum originally due to such
Lender or the Administrative Agent, as the case may be, in the specified
currency, the applicable Borrower agrees, to the fullest extent that it may
effectively do so, as a separate obligation and notwithstanding any such
judgment, to indemnify such Lender or the Administrative Agent, as the case may
be, against such loss, and if the amount of the specified currency so purchased
exceeds (i) the sum originally due to any Lender or the Administrative Agent,
as the case may be, in the specified currency and (ii) any amounts shared with
other Lenders as a result of allocations of such excess as a disproportionate
payment to such Lender as compared to such Lender’s Total Facility Percentage,
such Lender or the Administrative Agent, as the case may be, agrees to remit
such excess to the applicable Borrower.


 

















 


47


 


 


ARTICLE III


 


REPRESENTATIONS
AND WARRANTIES


 


Viacom hereby represents and
warrants, and each Subsidiary Borrower by its execution and delivery of a
Subsidiary Borrower Request represents and warrants (to the extent specifically
applicable to such Subsidiary Borrower), to each of the Lenders that:


 


SECTION 3.1.                       Corporate Existence. 
Each of Viacom and each Material Subsidiary: (a) is a corporation,
partnership or other entity duly organized and validly existing under the laws
of the jurisdiction of its organization; (b) has all requisite corporate or
other power, and has all material governmental licenses, authorizations,
consents and approvals, necessary to own its assets and carry on its business
as now being or as proposed to be conducted, except where the failure to have
any of the foregoing would not result in a Material Adverse Effect; and (c) is
qualified to do business in all jurisdictions in which the nature of the
business conducted by it makes such qualification necessary and where failure
so to qualify would result in a Material Adverse Effect.


 


SECTION 3.2.                       Financial Condition.  The
consolidated balance sheet of Viacom and its Consolidated Subsidiaries as at
December 31, 2002, and the related consolidated statements of income and
cash flows of Viacom and its Consolidated Subsidiaries for the fiscal year
ended on such date, with the opinion thereon of PricewaterhouseCoopers LLC,
heretofore furnished to each of the Lenders, fairly present the consolidated
financial condition of Viacom and its Consolidated Subsidiaries as at such date
and the consolidated results of their operations for the fiscal year ended on
such date in accordance with GAAP. 
Neither Viacom nor any of its Material Subsidiaries had on such date any
known material contingent liability, except as referred to or reflected or
provided for in the Exchange Act Report or in such balance sheets (or the notes
thereto) as at such date.


 


SECTION 3.3.                       Litigation. 
Except as disclosed to the Lenders in the Exchange Act Report filed
prior to the Closing Date or otherwise disclosed in writing to the Lenders
prior to the Closing Date, there are no legal or arbitral proceedings, or any
proceedings by or before any Governmental Authority, pending or (to the knowledge
of Viacom) threatened against Viacom or any of its Material Subsidiaries which
have resulted in a Material Adverse Effect (it being agreed that any legal or
arbitral proceedings which have been disclosed in the Exchange Act Report,
whether threatened, pending, resulting in a judgment or otherwise, prior to the
time a final judgment for the payment of money shall have been recorded against
Viacom or any Material Subsidiary by any Governmental Authority having
jurisdiction, and the judgment is non-appealable (or the time for appeal has
expired) and all stays of execution have expired or been lifted shall not, in
and of itself, be deemed to result in a Material Adverse Effect).  The “Exchange
Act Report” shall mean, collectively, the Annual Report of Viacom on
Form 10-K for the year ended December 31, 2002 and Quarterly Reports on
Form 10-Q and Reports on Form 8-K of Viacom filed with or furnished to the SEC
subsequent to December 31, 2002, but on or before February 5, 2004,
in each case, as amended or supplemented on or before February 5, 2004.


 

















 


48


 


 


SECTION 3.4.                       No Breach, etc. 
None of the execution and delivery of this Agreement, the consummation
of the transactions herein contemplated and compliance with the terms and
provisions hereof 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.  Neither Viacom nor any
of its Material Subsidiaries is in default under or with respect to any of its
material contractual obligations in any respect which would have a Material
Adverse Effect.


 


SECTION 3.5.                       Corporate Action. 
Each Borrower has all necessary corporate power and authority to
execute, deliver and perform its obligations under this Agreement; the
execution and delivery by each Borrower of this Agreement (or, in the case of
each Subsidiary Borrower, the relevant Subsidiary Borrower Request), and the
performance by each Borrower of this Agreement, have been duly authorized by
all necessary corporate action on such Borrower’s part; this Agreement (or, in
the case of each Subsidiary Borrower, the relevant Subsidiary Borrower Request)
has been duly and validly executed and delivered by each Borrower; and this
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 (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or similar laws of general applicability affecting the enforcement of
creditors’ rights and (b) the application of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).


 


SECTION 3.6.                       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 Agreement or for the validity or enforceability
hereof.


 


SECTION 3.7.                       ERISA. 
Viacom and, to the best of its knowledge, its ERISA Affiliates have
fulfilled their respective obligations under the minimum funding standards of
ERISA and the Code with respect to each Plan and are in compliance in all
material respects with the currently applicable provisions of ERISA and the
Code except where any failure or non-compliance would not result in a Material
Adverse Effect.


 


SECTION 3.8.                       Taxes. 
Viacom and its Material Subsidiaries, to the knowledge of Viacom, have
filed all United States Federal income tax returns and all other material tax
returns which are required to be filed by or in respect of them and have paid
or caused to be paid all taxes shown as due on such returns or pursuant to any
assessment received by Viacom or any of its Material Subsidiaries, except those
being contested and reserved against in accordance with Section 5.2.


 

















 


49


 


 


SECTION 3.9.                       Investment Company Act.  No
Borrower is an “investment company”,
or a company “controlled” by an “investment company”, subject to regulation
under the Investment Company Act of 1940, as amended.


 


SECTION 3.10.                 Environmental. 
Except as in the aggregate would not have a Material Adverse Effect,
neither Viacom nor any of its Subsidiaries has received any notice of
violation, alleged violation, non-compliance or liability regarding
environmental matters or compliance with Environmental Laws with regard to any
of its or its Subsidiaries’ Properties or business, nor does Viacom have any
knowledge that any notice will be received or is being threatened.


 


SECTION 3.11.                 Material Subsidiaries.  The
list of Material Subsidiaries set forth in the most recently issued Form 10-K
of Viacom is complete and correct in all material respects as of the date of
the issuance of such Form 10-K.


 


ARTICLE IV


 


CONDITIONS
OF EFFECTIVENESS AND LENDING


 


SECTION 4.1.                       Effectiveness.  The
effectiveness of this Agreement is subject to the satisfaction of the following
conditions:


 


(a)                                  Credit Agreement.  The
Administrative Agent shall have received this Agreement, executed and delivered
by a duly authorized officer of Viacom and Viacom International.


 


(b)                                 Closing Certificate.  The
Administrative Agent shall have received a Closing Certificate, substantially
in the form of Exhibit E, of Viacom and Viacom International, with appropriate
insertions and attachments.


 


(c)                                  Termination of Existing
Credit Agreements.  The Existing Credit Agreements shall have
been paid in full and all obligations thereunder shall have been terminated.


 


(d)                                 Opinion of Counsel.  The
Administrative Agent shall have received an opinion of the general counsel of
Viacom and Viacom International in form and substance satisfactory to the
Administrative Agent and customary for transactions of this type.


 


(e)                                  Amendment to Existing $1.5
Billion Five-Year Credit Agreement.  All conditions to
effectiveness specified in Section 2(b) of Amendment No. 3 to the Existing
$1.5 Billion Five-Year Credit Agreement, the form of which is attached hereto
as Exhibit G, shall have been satisfied.


 


SECTION 4.2.                       Initial Loans to Subsidiary
Borrowers.  The obligation of each Lender to make its
initial Loan to a particular Subsidiary Borrower, if designated as such after
the Closing Date, is subject to the satisfaction of the conditions that (a)
Viacom shall have delivered to the Administrative Agent a Subsidiary Borrower
Designation for such Subsidiary Borrower and (b) such Subsidiary Borrower shall
have furnished to the Administrative Agent (i)


 

















 


50


 


 


a Subsidiary Borrower
Request, (ii) a Closing Certificate of such Subsidiary Borrower, with
appropriate insertions and attachments and (iii) one or more executed legal
opinions with respect to such Subsidiary Borrower, in form and substance
reasonably satisfactory to the Administrative Agent.  Viacom may from time to time deliver a subsequent Subsidiary
Borrower Designation with respect to any Subsidiary Borrower, countersigned by
such Subsidiary Borrower, for the purpose of terminating such Subsidiary
Borrower’s designation as such, so long as, on the effective date of such
termination, all Subsidiary Borrower Obligations in respect of such Subsidiary
Borrower shall have been paid in full. 
In addition, if on any date a Subsidiary Borrower shall cease to be a
Subsidiary, all Subsidiary Borrower Obligations in respect of such Subsidiary
Borrower shall automatically become due and payable on such date and no further
Loans may be borrowed by such Subsidiary Borrower hereunder.


 


SECTION 4.3.                       All Credit Events  The obligation of each Lender to make each Loan, and the obligation of
each Issuing Lender to issue each Letter of Credit, are subject to the
satisfaction of the following conditions:


 


(a)                                  The Administrative Agent shall have received
a request for, or notice of, such Credit Event if and as required by
Section 2.3, 2.4, 2.6 or 2.7, as applicable;


 


(b)                                 Each of the representations and warranties
made by Viacom and, in the case of a borrowing by a Subsidiary Borrower, by
such Subsidiary Borrower, in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall be true
and correct in all material respects on and as of the date of such Credit Event
with the same effect as though made on and as of such date, except to the
extent such representations and warranties expressly relate to an earlier date
in which case such representations and warranties shall be true and correct in
all material respects as of such earlier date;


 


(c)                                  At the time of and immediately after giving
effect to such Credit Event no Default or Event of Default shall have occurred
and be continuing; and


 


(d)                                 After giving effect to such Credit Event, (i)
with respect to Revolving Credit Loans, (A) the Outstanding Revolving
Extensions of Credit of each Lender shall not exceed such Lender’s Commitment
then in effect and (B) the Total Facility Exposure shall not exceed the Total
Commitment then in effect, and (ii) with respect to Multi-Currency Revolving
Loans, (A) the outstanding Multi-Currency Revolving Loans in a particular
Multi-Currency shall not exceed the Multi-Currency Sublimit for such currency
and (B) the aggregate outstanding Multi-Currency Revolving Loans shall not
exceed the Total Multi-Currency Sublimit.


 


Each Credit Event shall be
deemed to constitute a representation and warranty by Viacom on the date of
such Credit Event as to the matters specified in paragraphs (b) and (c) of this
Section 4.3.


 


ARTICLE V


 


COVENANTS


 


Viacom covenants and agrees
with each Lender that, as long as the Commitments shall be in effect or the
principal of or interest on any Loan shall be unpaid, or there shall be any
Aggregate LC Exposure, unless the Required Lenders shall otherwise consent in
writing:


 

















 


51


 


 


SECTION 5.1.                       Financial Statements. 
Viacom shall deliver to each of the Lenders:


 


(a)                                  within 60 days after the end of each of the
first three quarterly fiscal periods of each fiscal year of Viacom,
consolidated statements of income and cash flows of Viacom and its Consolidated
Subsidiaries for such period and for the period from the beginning of the
respective fiscal year to the end of such period, and the related consolidated
balance sheet as at the end of such period, setting forth in each case in
comparative form the corresponding consolidated figures for the corresponding
period in the preceding fiscal year, accompanied by a certificate of a
Financial Officer of Viacom which certificate shall state that such financial
statements fairly present the consolidated financial condition and results of
operations of Viacom and its Consolidated Subsidiaries in accordance with GAAP
as at the end of, and for, such period, subject to normal year-end audit
adjustments; provided, that the
requirement herein for the furnishing of such quarterly financial statements
may be fulfilled by providing to the Lenders the report of Viacom to the SEC on
Form 10-Q for the applicable quarterly period, accompanied by the officer’s
certificate described in the last sentence of this Section 5.1;


 


(b)                                 within 120 days after the end of each fiscal
year of Viacom, consolidated statements of income and cash flows of Viacom and
its Consolidated Subsidiaries for such year and the related consolidated
balance sheet as at the end of such year, setting forth in comparative form the
corresponding consolidated figures for the preceding fiscal year, and
accompanied by an opinion thereon (unqualified as to the scope of the audit) of
independent certified public accountants of recognized national standing, which
opinion shall state that such consolidated financial statements fairly present
the consolidated financial condition and results of operations of Viacom and
its Consolidated Subsidiaries as at the end of, and for, such fiscal year; provided, that the requirement herein for
the furnishing of annual financial statements may be fulfilled by providing to
the Lenders the report of Viacom to the SEC on Form 10-K for the applicable
fiscal year;


 


(c)                                  promptly upon their becoming publicly
available, copies of all registration statements and regular periodic reports
(including without limitation any and all reports on Form 8-K), if any, which
Viacom or any of its Subsidiaries shall have filed with the SEC or any national
securities exchange;


 


(d)                                 promptly upon the mailing thereof to the
shareholders of Viacom generally, copies of all financial statements, reports
and proxy statements so mailed;


 


(e)                                  within 30 days after a Responsible Officer of
Viacom knows or has reason to believe that any of the events or conditions
specified below with respect to any Plan or Multiemployer Plan have occurred or
exist which would reasonably be expected to result in a Material Adverse
Effect, a statement signed by a senior financial officer of Viacom setting
forth details respecting such event or condition and the action, if any, which
Viacom or its ERISA Affiliate proposes to take with respect thereto (and a copy
of any report or notice required to be filed with or given to PBGC by Viacom or
an ERISA Affiliate with respect to such event or condition):


 

















 


52


 


 


(i)                                     any reportable event, as defined in
Section 4043(b) of ERISA and the regulations issued thereunder, with
respect to a Plan, as to which PBGC has not by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event; provided, that
a failure to meet the minimum funding standard of Section 412 of the Code
or Section 302 of ERISA shall be a reportable event regardless of the
issuance of any waiver in accordance with Section 412(d) of the Code;


 


(ii)                                  the filing under Section 4041 of ERISA
of a notice of intent to terminate any Plan or the termination of any Plan;


 


(iii)                               the institution by PBGC of proceedings under
Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Plan, or the receipt by Viacom or any ERISA
Affiliate of a notice from a Multiemployer Plan that such action has been taken
by PBGC with respect to such Multiemployer Plan;


 


(iv)                              the complete or partial withdrawal by Viacom
or any ERISA Affiliate under Section 4201 or 4204 of ERISA from a
Multiemployer Plan, or the receipt by Viacom or any ERISA Affiliate of notice
from a Multiemployer Plan that it is in reorganization or insolvency pursuant
to Section 4241 or 4245 of ERISA or that it intends to terminate or has
terminated under Section 4041A of ERISA;


 


(v)                                 the institution of a proceeding by a
fiduciary of any Multiemployer Plan against Viacom or any ERISA Affiliate to
enforce Section 515 of ERISA, which proceeding is not dismissed within 30
days; and


 


(vi)                              a failure to make a required installment or
other payment with respect to a Plan (within the meaning of Section 412(n)
of the Code), in which case the notice required hereunder shall be provided
within 10 days after the due date for filing notice of such failure with PBGC;


 


(f)                                    promptly after a Responsible Officer of
Viacom knows or has reason to believe that any Default or Event of Default has
occurred, a notice of such Default or Event of Default describing it in
reasonable detail and, together with such notice or as soon thereafter as
possible, a description of the action that Viacom has taken and proposes to
take with respect thereto;


 


(g)                                 promptly after a Responsible Officer of Viacom
knows that any change has occurred in Viacom’s Debt Rating by either Rating
Agency, a notice describing such change; and


 


(h)                                 promptly from time to time such other
information regarding the financial condition, operations or business of Viacom
or any of its Subsidiaries (including, without limitation, any Plan or
Multiemployer Plan and any reports or other information required to be filed
under ERISA) as any Lender through the Administrative Agent may reasonably
request.


 


Viacom will furnish to the
Administrative Agent and each Lender, at the time it furnishes each set of
financial statements pursuant to paragraph (a) or (b) above, a certificate
(which may be a


 

















 


53


 


 


copy in the case of each
Lender) of a Financial Officer of Viacom (a “Compliance
Certificate”) (i) to the effect that no Default or Event of Default
has occurred and is continuing (or, if any Default or Event of Default has
occurred and is continuing, describing it in reasonable detail and describing
the action that Viacom has taken and proposes to take with respect thereto),
and (ii) setting forth in reasonable detail the computations (including any pro forma calculations as described in
Section 1.2(c)) necessary to determine whether Viacom is in compliance
with the Financial Covenant as of the end of the respective quarterly fiscal
period or fiscal year.  Each Lender
hereby agrees that Viacom may, in its discretion, provide any notice, report or
other information to be provided pursuant to this Section 5.1 to such
Lender by (i) electronic mail to the electronic mail address provided by such
Lender and/or (ii) through access to a web site, including, without limitation,
www.sec.gov.


 


SECTION 5.2.                       Corporate Existence, Etc. 
Viacom will, and will cause each of its Material Subsidiaries to,
preserve and maintain its legal existence and all of its material rights,
privileges and franchises (provided that
(a) nothing in this Section 5.2 shall prohibit any transaction expressly
permitted under Section 5.4, (b) the corporate existence of any Subsidiary
(other than a Subsidiary Borrower or Viacom International) may be terminated
if, in the good faith judgment of the board of directors or the chief financial
officer of Viacom, such termination is in the best interests of Viacom and such
termination would not have a Material Adverse Effect, and (c)Viacom or such
Material Subsidiary shall not be required to preserve or maintain any such
right, privilege or franchise if the board of directors of Viacom or such
Material Subsidiary, as the case may be, shall determine that the preservation
or maintenance thereof is no longer desirable in the conduct of the business of
Viacom or such Material Subsidiary, as the case may be); comply with the
requirements of all applicable laws, rules, regulations and orders of
Governmental Authorities (including, without limitation, all Environmental
Laws) and with all contractual obligations if failure to comply with such
requirements or obligations would reasonably be expected to result in a
Material Adverse Effect; pay and discharge all material taxes, assessments,
governmental charges, levies or other obligations of whatever nature imposed on
it or on its income or profits or on any of its Property prior to the date on
which penalties attach thereto, except for any such tax, assessment, charge,
levy or other obligation the payment of which is being contested in good faith
and by proper proceedings and against which adequate reserves are being
maintained; maintain all its Property used or useful in its business in good
working order and condition, ordinary wear and tear excepted, all as in the
judgment of Viacom or such Material Subsidiary may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times (provided that
Viacom or such Material Subsidiary shall not be required to maintain any such
Property if the failure to maintain any such Property is, in the judgment of
Viacom or such Material Subsidiary, desirable in the conduct of the business of
Viacom or such Material Subsidiary); keep proper books of records and accounts
in which entries that are full, true and correct in all material respects shall
be made in conformity with GAAP; and permit representatives of any Lender,
during normal business hours upon reasonable advance notice, to inspect any of
its books and records and to discuss its business and affairs with its
Financial Officers or their designees, all to the extent reasonably requested
by such Lender.


 


SECTION 5.3.                       Insurance. 
Viacom will, and will cause each of its Material Subsidiaries to, keep
insured by financially sound and reputable insurers all Property of a character
usually insured by corporations engaged in the same or similar business and
similarly


 

















 


54


 


 


situated against loss or
damage of the kinds and in the amounts consistent with prudent business
practice and carry such other insurance as is consistent with prudent business
practice (it being understood that self-insurance shall be permitted to the
extent consistent with prudent business practice).


 


SECTION 5.4.                       Prohibition of Fundamental
Changes.  Viacom will not, and will not permit any of
its Material Subsidiaries to, (i) enter into any transaction of merger,
consolidation, liquidation or dissolution or (ii) Dispose of, in one
transaction or a series of related transactions, all or a substantial part of
the consolidated assets of Viacom and its Subsidiaries taken as a whole,
whether now owned or hereafter acquired (excluding (x) financings by way of
sales of receivables or inventory, (y) inventory or other Property Disposed of
in the ordinary course of business and (z) obsolete or worn-out Property, tools
or equipments no longer used or useful in its business).  Notwithstanding the foregoing provisions of
this Section 5.4:


 


(a)                                  Viacom may consummate the Blockbuster Event;


 


(b)                                 any Subsidiary of Viacom may be merged or
consolidated with or into: (i) Viacom if Viacom shall be the continuing or surviving
corporation or (ii) any other such Subsidiary; provided,
that (x) if any such transaction shall be between a Subsidiary and a
Wholly Owned Subsidiary, such Wholly Owned Subsidiary shall be the continuing
or surviving corporation and (y) if any such transaction shall be between a
Subsidiary and a Subsidiary Borrower, the continuing or surviving corporation
shall be a Subsidiary Borrower;


 


(c)                                  any Subsidiary of Viacom may distribute,
dividend or Dispose of any of or all its Property (upon voluntary liquidation
or otherwise) to Viacom or a Wholly Owned Subsidiary of Viacom;


 


(d)                                 Viacom may merge or consolidate with or into
any other Person (including, without limitation, Viacom International) if (i)
either (x) Viacom is the continuing or surviving corporation or (y) the
corporation formed by such consolidation or into which Viacom is merged shall
be a corporation organized under the laws of the United States of America, any
State thereof or the District of Columbia and shall expressly assume the
obligations of Viacom hereunder pursuant to a written agreement and shall have
delivered to the Administrative Agent such agreement and a certificate of a
Responsible Officer and an opinion of counsel to the effect that such merger or
consolidation complies with this Section 5.4(d), and (ii) after giving
effect thereto and to any repayment of Loans to be made upon consummation
thereof (it being expressly understood that no repayment of Loans is required
solely by virtue thereof), no Default or Event of Default shall have occurred
and be continuing;


 


(e)                                  any Subsidiary of Viacom may merge or
consolidate with or into any other Person if, after giving effect thereto and
to any repayment of Loans to be made upon the consummation thereof (it being
expressly understood that, except as otherwise expressly provided in
Section 4.2 with respect to Subsidiary Borrowers, no repayment of Loans is
required solely by virtue thereof), no Default or Event of Default shall have
occurred and be continuing;


 

















 


55


 


 


(f)                                    Viacom or any Subsidiary of Viacom may
Dispose of its Property if, after giving effect thereto and to any repayment of
Loans to be made upon the consummation thereof (it being expressly understood
that, except as otherwise expressly provided in Section 4.2 with respect
to Subsidiary Borrowers, no repayment of Loans is required solely by virtue
thereof), no Default or Event of Default shall have occurred and be continuing;
and


 


(g)                                 Blockbuster Inc. may pay a dividend to its
shareholders in contemplation of the Blockbuster Event.


 


SECTION 5.5.                       Limitation on Liens. 
Viacom shall not, directly or indirectly, create or suffer to exist, or
permit any of its Subsidiaries to create or suffer to exist, any Lien upon or
with respect to any of its Properties, whether now owned or hereafter acquired,
or assign, or permit any of its Subsidiaries to assign, any right to receive
income, in each case to secure or provide for the payment of any Indebtedness
of any Person, except:


 


(a)                                  purchase money Liens or purchase money
security interests upon or in any Property acquired or held by Viacom or any
Subsidiary of Viacom in the ordinary course of business to secure the purchase
price of such Property or to secure Indebtedness incurred solely for the
purpose of financing the acquisition of such Property;


 


(b)                                 Liens existing on Property at the time of its
acquisition (other than any such Lien created in contemplation of such
acquisition);


 


(c)                                  Liens on Property of Persons which become or
became Subsidiaries securing Indebtedness existing, with respect to any such
Person, on the date such Person becomes or became a Subsidiary (other than any
such Lien created in contemplation of such Person becoming a Subsidiary);


 


(d)                                 Liens securing Indebtedness incurred by
Viacom or any Subsidiary of Viacom; provided,
however, that the aggregate principal amount of Indebtedness
referred to in this clause (d) secured by Liens shall not exceed $30,000,000 at
any time outstanding;


 


(e)                                  any Lien securing the renewal, extension or
refunding of any Indebtedness secured by any Lien permitted by clause (a), (b),
(c) or (d) above that does not extend to Indebtedness other than that which is
being renewed, extended or refunded; and


 


(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.


 


SECTION 5.6.                       Limitation on Subsidiary
Indebtedness.  Viacom will not permit any of its
Subsidiaries to create, incur, assume or suffer to exist any Indebtedness
(which includes, for the purposes of this Section 5.6, any preferred
stock), except:


 


(a)                                  Indebtedness of any Person which is acquired
by Viacom or any of its Subsidiaries after the Closing Date, which Indebtedness
was outstanding prior to the date of acquisition of such Person and was not
created in anticipation thereof;


 

















 


56


 


 


(b)                                 any Indebtedness owing by Viacom or any of
its Subsidiaries to Viacom or any of its Subsidiaries (including any
intercompany Indebtedness created by the declaration of any dividend (including
a note payable dividend) by any Subsidiary to Viacom or any of its other
Subsidiaries);


 


(c)                                  Indebtedness (including backed-up commercial
paper) of any Subsidiary Borrower or Viacom International under this Agreement;


 


(d)                                 Indebtedness (including backed-up commercial
paper) existing at any time under the Existing $1.5 Billion Five-Year Credit
Agreement;


 


(e)                                  Indebtedness outstanding on the Closing Date,
with such Indebtedness outstanding as of September 30, 2003 being set
forth on Schedule 5.6;


 


(f)                                    any replacement, renewal, refinancing or
extension of any Indebtedness permitted by Section 5.6(a) through (d) or
set forth on Schedule 5.6 that does not exceed the aggregate principal
amount (plus associated fees and expenses) of the Indebtedness being replaced,
renewed, refinanced or extended (except that accrued and unpaid interest may be
part of any refinancing);


 


(g)                                 Indebtedness incurred after the Closing Date;
provided, that after giving
effect thereto the aggregate principal amount of Indebtedness incurred pursuant
to this paragraph (g) that is outstanding on such date (it being understood
that, for the purposes of this paragraph (g), the term “Indebtedness” does not include
Indebtedness excepted by any of clauses (a) through (f) inclusive) does not
exceed the greater of (i) an aggregate principal amount in excess of 5% of
Consolidated Tangible Assets (measured by reference to the then latest
financial statements delivered pursuant to Section 5.1(a) or (b), as
applicable) and (ii) $800,000,000 at any time; and


 


(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).


 


SECTION 5.7.                       Consolidated Coverage Ratio. 
Viacom will not permit the Consolidated Coverage Ratio for any period of
four consecutive fiscal quarters to be less than 3.00 to 1.00.


 


SECTION 5.8.                       Use of Proceeds.  On
and after the Closing Date, each Borrower will use the proceeds of the Loans
and will use the Letters of Credit hereunder solely for general corporate
purposes, including, without limitation, acquisitions and commercial paper
backup (in each case in compliance with all applicable legal and regulatory
requirements, including, without limitation, Regulation U and the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
and the regulations thereunder); provided, that
neither any Agent nor any Lender shall have any responsibility as to the use of
any of such proceeds.


 

















 


57


 


 


SECTION 5.9.                       Transactions with
Affiliates.  Excepting transactions directly or
indirectly entered into pursuant to any agreement entered into prior to the
Closing Date, or transactions contemplated by any agreement directly or
indirectly entered into prior to the Closing Date, Viacom will not, and will
not permit any of its Material Subsidiaries to, directly or indirectly enter
into any material transaction with any Affiliate of Viacom except on terms at
least as favorable to Viacom or such Subsidiary as it could obtain on an
arm’s-length basis.


 


ARTICLE VI


 


EVENTS
OF DEFAULT


 


In case of the happening of
any of the following events (“Events of
Default”);


 


(a)                                  (i) any Borrower shall default in the payment
when due of any principal of any Loan or (ii) any Borrower shall default in the
payment when due of any interest on any Loan, any reimbursement obligation in
respect of any LC Disbursement, any Fee or any other amount payable by it
hereunder and, in the case of this clause (ii), such default shall continue
unremedied for a period of five Business Days;


 


(b)                                 any representation, warranty or certification
made or deemed made herein (or in any modification or supplement hereto) by any
Borrower, or any certificate furnished to any Lender or the Administrative
Agent pursuant to the provisions hereof, shall prove to have been false or
misleading in any material respect as of the time made, deemed made or
furnished;


 


(c)                                  (i) Viacom shall default in the performance
of any of its obligations under Sections 5.7 or 5.8, (ii) Viacom shall default
in the performance of any of its obligations under Section 5.4 and, in the
case of this clause (ii), such default shall continue unremedied for a period
of 5 days after notice thereof to Viacom by the Administrative Agent or the
Required Lenders (through the Administrative Agent), or (iii) Viacom shall
default in the performance of any of its other obligations under this Agreement
and, in the case of this clause (iii), such default shall continue unremedied
for a period of 15 days after notice thereof to Viacom by the Administrative
Agent or the Required Lenders (through the Administrative Agent);


 


(d)                                 Viacom or any of its Subsidiaries shall (i)
fail to pay at final maturity any Indebtedness in an aggregate amount in excess
of $250,000,000, or (ii) fail to make any payment (whether of principal,
interest or otherwise), regardless of amount, due in respect of, or fail to
observe or perform any other term, covenant, condition or agreement contained
in any agreement or instrument evidencing or governing, any such Indebtedness,
in excess of $250,000,000 if the effect of any failure referred to in this
clause (ii) has caused such Indebtedness to become due prior to its stated
maturity (it being agreed that for purposes of this paragraph (d) only, the
term “Indebtedness” shall include
obligations under any interest rate protection agreement, foreign currency
exchange agreement or other interest or exchange rate hedging agreement and
that the amount of any Person’s obligations under any such agreement shall be
the net amount that such Person could be required to pay as a result of a
termination thereof by reason of a default thereunder);


 


(e)                                  Viacom or any of its Material Subsidiaries
shall admit in writing its inability, or be generally unable, to pay its debts
as such debts become due;


 

















 


58


 


 


(f)                                    Viacom or any of its Material Subsidiaries
shall (i) apply for or consent to the appointment of, or the taking of
possession by, a receiver, trustee or liquidator of itself or of all or a
substantial part of its Property, (ii) make a general assignment for the
benefit of its creditors, (iii) commence a voluntary case under the Bankruptcy
Code (as now or hereafter in effect), (iv) file a petition seeking to take
advantage of any other law relating to bankruptcy, insolvency, reorganization,
winding-up, or composition or readjustment of debts, (v) fail to controvert in
a timely and appropriate manner, or acquiesce in writing to, any petition filed
against it in an involuntary case under the Bankruptcy Code, or (vi) take any
corporate action for the purpose of effecting any of the foregoing;


 


(g)                                 a proceeding or a case shall be commenced,
without the application or consent of Viacom or any of its Material
Subsidiaries, in any court of competent jurisdiction, seeking (i) its
liquidation, reorganization, dissolution or winding-up, or the composition or
readjustment of its debts, (ii) the appointment of a trustee, receiver,
custodian, liquidator or the like of Viacom or such Material Subsidiary or of
all or any substantial part of its assets or (iii) similar relief in respect of
Viacom or such Material Subsidiary under any law relating to bankruptcy,
insolvency, reorganization, winding-up, or composition or adjustment of debts,
and such proceeding or case shall continue undismissed, or an order, judgment
or decree approving or ordering any of the foregoing shall be entered and
continue unstayed and in effect, for a period of 60 or more days; or an order
for relief against Viacom or such Material Subsidiary shall be entered in an
involuntary case under the Bankruptcy Code;


 


(h)                                 subject to Schedule VI(h), a final
judgment or judgments for the payment of money in excess of $250,000,000 in the
aggregate shall be rendered by one or more courts, administrative tribunals or
other bodies having jurisdiction against Viacom and/or any of its Material
Subsidiaries and the same shall not be paid or discharged (or provision shall
not be made for such discharge), or a stay of execution thereof shall not be
procured, within 60 days from the date of entry thereof and Viacom or the
relevant Material Subsidiary shall not, within said period of 60 days, or such
longer period during which execution of the same shall have been stayed, appeal
therefrom and cause the execution thereof to be stayed during such appeal;


 


(i)                                     an event or condition specified in
Section 5.1(e) shall occur or exist with respect to any Plan or
Multiemployer Plan and, as a result of such event or condition, together with
all other such events or conditions, Viacom or any ERISA Affiliate shall incur
or shall be reasonably likely to incur a liability to a Plan, a Multiemployer
Plan or PBGC (or any combination of the foregoing) which would constitute a
Material Adverse Effect; or


 


(j)                                     the guarantee (i) by Viacom contained in
Section 8.1 shall cease, for any reason, to be in full force and effect or
Viacom shall so assert or (ii) by Viacom International contained in Section 8.2
shall cease, for any reason except pursuant to Section 8.2(g), to be in
full force and effect or Viacom International shall so assert;


 


then and in every such event
(other than an event with respect to Viacom described in paragraph (f) or (g)
above), and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders shall, by
notice to Viacom, take any or all of the following actions, at the same or
different times: (I) terminate forthwith the Commitments, (II) declare the
Loans then outstanding to be forthwith due and


 

















 


59


 


 


payable in whole or in part,
whereupon the principal of the Loans so declared to be due and payable, together
with accrued interest thereon and any unpaid accrued Fees and all other
liabilities of each Borrower accrued hereunder, shall become forthwith due and
payable, without presentment, demand, protest or any other notice of any kind,
all of which are hereby expressly waived by each Borrower, anything contained
herein to the contrary notwithstanding, and (III) require that Viacom deposit
cash with the Administrative Agent, in an amount equal to the Aggregate LC
Exposure, as collateral security for the repayment of any future LC
Disbursements; and in any event with respect to any Borrower described in
paragraph (f) or (g) above, (A) if such Borrower is Viacom, the Commitments
shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and any unpaid accrued Fees and all
other liabilities of each Borrower accrued hereunder, shall automatically
become due and payable and Viacom shall be required to deposit cash with the
Administrative Agent, in an amount equal to the Aggregate LC Exposure, as
collateral security for the repayment of any future drawings under the Letters
of Credit and (B) if such Borrower is a Subsidiary Borrower, the principal of
the Loans made to such Subsidiary Borrower then outstanding, together with
accrued interest thereon and all other liabilities of such Subsidiary Borrower
accrued hereunder, shall automatically become due and payable and such
Subsidiary Borrower shall be required to deposit cash with the Administrative
Agent, in an amount equal to the outstanding Letters of Credit issued to such
Subsidiary Borrower, as collateral security for the repayment of any future
drawings under the Letters of Credit, in each case without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived by each Borrower, anything contained herein to the contrary
notwithstanding.


 


ARTICLE VII


 


THE
AGENTS


 


In order to expedite the
transactions contemplated by this Agreement, each Agent is hereby appointed to
act as Agent on behalf of the Lenders. 
Each of the Lenders and the Issuing Lenders hereby irrevocably
authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are specifically delegated to the Administrative Agent
by the terms and provisions hereof, together with such actions and powers as
are reasonably incidental thereto.  The
Administrative Agent is hereby expressly authorized by the Lenders and the
Issuing Lenders, without hereby limiting any implied authority, (a) to receive
on behalf of the Lenders and Issuing Lenders all payments of principal of and
interest on the Loans and the LC Disbursements and all other amounts due to the
Lenders and the Issuing Lenders hereunder, and promptly to distribute to each
Lender and Issuing Lender its proper share of each payment so received; (b) to
give notice on behalf of each of the Lenders to the Borrowers of any Event of
Default specified in this Agreement of which the Administrative Agent has
actual knowledge acquired in connection with its agency hereunder; and (c) to
distribute to each Lender and Issuing Lender copies of all notices, financial
statements and other materials delivered by any Borrower pursuant to this
Agreement as received by the Administrative Agent.


 


Neither any Agent nor any of
its directors, officers, employees or agents shall be liable as such for any
action taken or omitted by any of them except for its or his own gross
negligence or willful misconduct, or be responsible for any statement, warranty
or representation herein or the contents of any document delivered in
connection herewith, or be required to


 

















 


60


 


 


ascertain or to make any
inquiry concerning the performance or observance by any Borrower of any of the
terms, conditions, covenants or agreements contained in this Agreement.  The Agents shall not be responsible to the
Lenders for the due execution, genuineness, validity, enforceability or
effectiveness of this Agreement or other instruments or agreements.  The Administrative Agent shall in all cases
be fully protected in acting, or refraining from acting, in accordance with
written instructions signed by the Required Lenders (or, when expressly
required hereby, all the Lenders) and, except as otherwise specifically
provided herein, such instructions and any action or inaction pursuant thereto
shall be binding on all the Lenders and the Issuing Lenders.  The Administrative Agent shall, in the
absence of knowledge to the contrary, be entitled to rely on any instrument or
document believed by it in good faith to be genuine and correct and to have
been signed or sent by the proper Person or Persons.  Neither the Agents nor any of their directors, officers, employees
or agents shall have any responsibility to any Borrower on account of the
failure of or delay in performance or breach by any Lender or Issuing Lender of
any of its obligations hereunder or to any Lender or Issuing Lender on account
of the failure of or delay in performance or breach by any other Agent, any
other Lender or Issuing Lender or any Borrower of any of their respective
obligations hereunder or in connection herewith.  The Administrative Agent may execute any and all duties hereunder
by or through agents or employees and shall be entitled to rely upon the advice
of legal counsel selected by it with respect to all matters arising hereunder
and shall not be liable for any action taken or suffered in good faith by it in
accordance with the advice of such counsel.


 


The Lenders and the Issuing
Lenders hereby acknowledge that the Administrative Agent shall be under no duty
to take any discretionary action permitted to be taken by it pursuant to the
provisions of this Agreement unless it shall be requested in writing to do so
by the Required Lenders.


 


Subject to the appointment
and acceptance of a successor Administrative Agent as provided below, the
Administrative Agent may resign at any time by notifying the Lenders, the
Issuing Lenders and the Borrowers.  Upon
any such resignation, the Required Lenders shall have the right to appoint from
the Lenders a successor.  If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent
may, on behalf of the Lenders, appoint from the Lenders a successor
Administrative Agent which shall be a bank with an office in New York, New
York, having a combined capital and surplus of at least $500,000,000 or an
affiliate of any such bank, which successor shall be acceptable to Viacom (such
acceptance not to be unreasonably withheld). 
Upon the acceptance of any appointment as Administrative Agent hereunder
by a successor bank, such successor shall succeed to and become vested with all
the rights, powers, privileges and duties of the retiring Administrative Agent
and the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder.  After the
Administrative Agent’s resignation hereunder, the provisions of this
Article and Section 9.5 shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting
as Administrative Agent.


 


With respect to the Loans
made by them and their LC Exposure hereunder, the Agents in their individual
capacity and not as Agents shall have the same rights and powers as any other
Lender and may exercise the same as though they were not Agents, and the Agents
and their affiliates may accept deposits from, lend money to and generally
engage in any kind of


 

















 


61


 


 


business with the Borrowers
or any of their respective Subsidiaries or any Affiliate thereof as if they
were not Agents.


 


Each Lender and Issuing
Lender agrees (i) to reimburse the Administrative Agent in the amount of its pro rata share (based on its Total
Facility Percentage or, after the date on which the Loans shall have been paid
in full, based on its Total Facility Percentage immediately prior to such date)
of any reasonable, out-of-pocket expenses incurred for the benefit of the
Lenders or the Issuing Lenders by the Administrative Agent, including
reasonable counsel fees and compensation of agents and employees paid for
services rendered on behalf of the Lenders or the Issuing Lenders, which shall
not have been reimbursed by or on behalf of any Borrower and (ii) to indemnify
and hold harmless the Administrative Agent and any of its directors, officers,
employees or agents, in the amount of such pro
rata share, from and against any and all liabilities, taxes,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by or asserted against it in its capacity as Administrative Agent
in any way relating to or arising out of this Agreement or any action taken or
omitted by it under this Agreement, to the extent the same shall not have been
reimbursed by or on behalf of Viacom; provided,
that no Lender or Issuing Lender shall be liable to the
Administrative Agent or any such director, officer, employee or agent for any
portion of such liabilities, taxes, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
gross negligence or willful misconduct of the Administrative Agent or any of
its directors, officers, employees or agents.


 


Each Lender and Issuing
Lender acknowledges that it has, independently and without reliance upon the
Agents or any other Lender or Issuing Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. 
Each Lender and Issuing Lender also acknowledges that it will,
independently and without reliance upon any Agent or any other Lender or
Issuing Lender and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or
not taking action under or based upon this Agreement, any related agreement or
any document furnished hereunder or thereunder.


 


Neither the Co-Documentation
Agents, the Syndication Agent, the Joint Lead Arrangers nor any managing agent
shall have any duties or responsibilities hereunder in its capacity as such.


 


ARTICLE VIII


 


GUARANTEES


 


SECTION 8.1.                       Viacom Guarantee.  (a)                   Guarantee.  In
order to induce the Administrative Agent and the Lenders to become bound by
this Agreement and to make the Loans hereunder to the Subsidiary Borrowers, and
in consideration thereof, Viacom hereby unconditionally and irrevocably
guarantees, as primary obligor and not merely as surety, to the Administrative
Agent, for the ratable benefit of the Lenders, the prompt and complete payment
and performance by each Subsidiary Borrower when due (whether at stated
maturity, by acceleration or otherwise) of the Subsidiary Borrower Obligations,
and Viacom further agrees to pay any and all expenses (including, without
limitation, all reasonable fees, charges and


 

















 


62


 


 


disbursements of counsel)
which may be paid or incurred by the Administrative Agent or by the Lenders in
enforcing, or obtaining advice of counsel in respect of, any of their rights
under the guarantee contained in this Section 8.1(a).  The guarantee contained in this
Section 8.1(a), subject to Section 8.1(e), shall remain in full force
and effect until the Subsidiary Borrower Obligations are paid in full and the
Commitments are terminated, notwithstanding that from time to time prior
thereto any Subsidiary Borrower may be free from any Subsidiary Borrower
Obligations.  Viacom agrees that
whenever, at any time, or from time to time, it shall make any payment to the
Administrative Agent or any Lender on account of its liability under this
Section 8.1, it will notify the Administrative Agent and such Lender in
writing that such payment is made under the guarantee contained in this
Section 8.1 for such purpose.  No
payment or payments made by any Subsidiary Borrower or any other Person or
received or collected by the Administrative Agent or any Lender from any
Subsidiary Borrower or any other Person by virtue of any action or proceeding
or any setoff or appropriation or application, at any time or from time to
time, in reduction of or in payment of the Subsidiary Borrower Obligations
shall be deemed to modify, reduce, release or otherwise affect the liability of
Viacom under this Section 8.1 which, notwithstanding any such payment or
payments, shall remain liable for the unpaid and outstanding Subsidiary
Borrower Obligations until, subject to Section 8.1(e), the Subsidiary
Borrower Obligations are paid in full and the Commitments are terminated.  Notwithstanding any other provision herein,
the maximum liability of Viacom under this Section 8.1 shall in no event
exceed the amount which can be guaranteed by Viacom under applicable law.


 


(b)                                 No Subrogation, etc. 
Notwithstanding any payment or payments made by Viacom hereunder, or any
setoff or application of funds of Viacom by the Administrative Agent or any
Lender, Viacom shall not be entitled to be subrogated to any of the rights of
the Administrative Agent or any Lender against any Subsidiary Borrower or
against any collateral security or guarantee or right of offset held by the
Administrative Agent or any Lender for the payment of the Subsidiary Borrower
Obligations, nor shall Viacom seek or be entitled to seek any contribution,
reimbursement, exoneration or indemnity from or against any Subsidiary Borrower
in respect of payments made by Viacom hereunder, until all amounts owing to the
Administrative Agent and the Lenders by the Subsidiary Borrowers on account of
the Subsidiary Borrower Obligations are paid in full and the Commitments are
terminated.  So long as the Subsidiary
Borrower Obligations remain outstanding, if any amount shall be paid by or on
behalf of any Subsidiary Borrower or any other Person to Viacom on account of
any of the rights waived in this Section 8.1, such amount shall be held by
Viacom in trust, segregated from other funds of Viacom, and shall, forthwith
upon receipt by Viacom, be turned over to the Administrative Agent in the exact
form received by Viacom (duly indorsed by Viacom to the Administrative Agent,
if required), to be applied against the Subsidiary Borrower Obligations,
whether matured or unmatured, in such order as the Administrative Agent may
determine.


 


(c)                                  Amendments, etc. with
respect to the Subsidiary Borrower Obligations. 
Viacom shall remain obligated under this Section 8.1
notwithstanding that, without any reservation of rights against Viacom, and
without notice to or further assent by Viacom, any demand for payment of or
reduction in the principal amount of any of the Subsidiary Borrower Obligations
made by the Administrative Agent or any Lender may be rescinded by the
Administrative Agent or such Lender, and any of the Subsidiary Borrower
Obligations continued, and the Subsidiary Borrower Obligations, or the
liability of any other party upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect


 

















 


63


 


 


thereto, may, from time to
time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Administrative
Agent or any Lender, and this Agreement and any other documents executed and
delivered in connection herewith may be amended, modified, supplemented or
terminated, in whole or in part, as the Required Lenders (or all Lenders, as
the case may be) may deem advisable from time to time, and any collateral
security, guarantee or right of offset at any time held by the Administrative
Agent or any Lender for the payment of the Subsidiary Borrower Obligations may
be sold, exchanged, waived, surrendered or released.  Neither the Administrative Agent nor any Lender shall have any
obligation to protect, secure, perfect or insure any lien at any time held by
it as security for the Subsidiary Borrower Obligations or for the guarantee
contained in this Section 8.1 or any property subject thereto.


 


(d)                                 Guarantee Absolute and
Unconditional.  Viacom waives any and all notice of the
creation, renewal, extension or accrual of any of the Subsidiary Borrower
Obligations and notice of or proof of reliance by the Administrative Agent or
any Lender upon the guarantee contained in this Section 8.1 or acceptance
of the guarantee contained in this Section 8.1; the Subsidiary Borrower
Obligations shall conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended or waived, in reliance upon the
guarantee contained in this Section 8.1; and all dealings between Viacom
or the Subsidiary Borrowers, on the one hand, and the Administrative Agent and
the Lenders, on the other, shall likewise be conclusively presumed to have been
had or consummated in reliance upon the guarantee contained in this
Section 8.1.  Viacom waives
diligence, presentment, protest, demand for payment and notice of default or
nonpayment to or upon Viacom or any Subsidiary Borrower with respect to the
Subsidiary Borrower Obligations.  The
guarantee contained in this Section 8.1 shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to
(a) the validity or enforceability of this Agreement, any of the Subsidiary
Borrower Obligations or any collateral security therefor or guarantee or right
of offset with respect thereto at any time or from time to time held by the
Administrative Agent or any Lender, (b) the legality under applicable
requirements of law of repayment by the relevant Subsidiary Borrower of any
Subsidiary Borrower Obligations or the adoption of any requirement of law
purporting to render any Subsidiary Borrower Obligations null and void, (c) any
defense, setoff or counterclaim (other than a defense of payment or performance
by the applicable Subsidiary Borrower) which may at any time be available to or
be asserted by Viacom against the Administrative Agent or any Lender, or (d)
any other circumstance whatsoever (with or without notice to or knowledge of
Viacom or any Subsidiary Borrower) which constitutes, or might be construed to
constitute, an equitable or legal discharge of any Subsidiary Borrower for any
of its Subsidiary Borrower Obligations, or of Viacom under the guarantee
contained in this Section 8.1, in bankruptcy or in any other
instance.  When the Administrative Agent
or any Lender is pursuing its rights and remedies under this Section 8.1
against Viacom, the Administrative Agent or any Lender may, but shall be under
no obligation to, pursue such rights and remedies as it may have against any
Subsidiary Borrower or any other Person or against any collateral security or
guarantee for the Subsidiary Borrower Obligations or any right of offset with
respect thereto, and any failure by the Administrative Agent or any Lender to
pursue such other rights or remedies or to collect any payments from any
Subsidiary Borrower or any such other Person or to realize upon any such
collateral security or guarantee or to exercise any such right of offset, or
any release of any Subsidiary Borrower or any such other Person or of any such
collateral security, guarantee or right of offset, shall not relieve Viacom of
any liability under this Section 8.1, and shall not


 

















 


64


 


 


impair or affect the rights
and remedies, whether express, implied or available as a matter of law, of the
Administrative Agent and the Lenders against Viacom.


 


(e)                                  Reinstatement.  The
guarantee contained in this Section 8.1 shall continue to be effective, or
be reinstated, as the case may be, if at any time payment, or any part thereof,
of any of the Subsidiary Borrower Obligations is rescinded or must otherwise be
restored or returned by the Administrative Agent or any Lender upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of any
Subsidiary Borrower or upon or as a result of the appointment of a receiver,
intervenor or conservator of, or trustee or similar officer for, any Subsidiary
Borrower or any substantial part of its property, or otherwise, all as though
such payments had not been made.


 


(f)                                    Payments. 
Viacom hereby agrees that any payments in respect of the Subsidiary
Borrower Obligations pursuant to this Section 8.1 will be paid to the
Administrative Agent without setoff or counterclaim in Dollars at the office of
the Administrative Agent specified in Section 9.1.  Notwithstanding the foregoing, any payments
in respect of the Subsidiary Borrower Obligations pursuant to this
Section 8.1 with respect to any Loan denominated in any Foreign Currency
(including principal of or interest on any such Loan or other amounts)
hereunder shall be made without setoff or counterclaim to the Administrative Agent
at its offices at J.P. Morgan Europe Limited, 125 London Wall, London, England
EC2Y 5AJ, United Kingdom, in the relevant Foreign Currency and in immediately
available funds.


 


SECTION 8.2.                       Viacom International
Guarantee.  (a)  Guarantee.  In order to induce the Administrative Agent and the Lenders to
become bound by this Agreement and to make the Loans hereunder to Viacom, and
in consideration thereof, Viacom International hereby unconditionally and
irrevocably guarantees, as primary obligor and not merely as surety, to the
Administrative Agent, for the ratable benefit of the Lenders, the prompt and
complete payment and performance by Viacom when due (whether at stated
maturity, by acceleration or otherwise) of the Viacom Obligations, and Viacom
International further agrees to pay any and all expenses (including, without
limitation, all reasonable fees, charges and disbursements of counsel) which
may be paid or incurred by the Administrative Agent or by the Lenders in
enforcing, or obtaining advice of counsel in respect of, any of their rights
under the guarantee contained in this Section 8.2(a).  The guarantee contained in this
Section 8.2(a), subject to Section 8.2(e), shall remain in full force
and effect until the Viacom Obligations are paid in full and the Commitments
are terminated, notwithstanding that from time to time prior thereto Viacom may
be free from any Viacom Obligations. 
Viacom International agrees that whenever, at any time, or from time to
time, it shall make any payment to the Administrative Agent or any Lender on
account of its liability under this Section 8.2, it will notify the
Administrative Agent and such Lender in writing that such payment is made under
the guarantee contained in this Section 8.2 for such purpose.  No payment or payments made by Viacom or any
other Person or received or collected by the Administrative Agent or any Lender
from Viacom or any other Person by virtue of any action or proceeding or any
setoff or appropriation or application, at any time or from time to time, in reduction
of or in payment of the Viacom Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of Viacom International under this
Section 8.2 which, notwithstanding any such payment or payments, shall
remain liable for the unpaid and outstanding Viacom Obligations until, subject
to Section 8.2(e), the Viacom Obligations are paid in full and the
Commitments are terminated. 
Notwithstanding any other provision herein, the


 

















 


65


 


 


maximum liability of Viacom
International under this Section 8.2 shall in no event exceed the amount
which can be guaranteed by Viacom International under applicable law.


 


(b)                                 No Subrogation, etc. 
Notwithstanding any payment or payments made by Viacom International
hereunder, or any setoff or application of funds of Viacom International by the
Administrative Agent or any Lender, Viacom International shall not be entitled
to be subrogated to any of the rights of the Administrative Agent or any Lender
against Viacom or against any collateral security or guarantee or right of
offset held by the Administrative Agent or any Lender for the payment of the
Viacom Obligations, nor shall Viacom International seek or be entitled to seek
any contribution, reimbursement, exoneration or indemnity from or against
Viacom in respect of payments made by Viacom International hereunder, until all
amounts owing to the Administrative Agent and the Lenders by Viacom on account
of the Viacom Obligations are paid in full and the Commitments are
terminated.  So long as the Viacom
Obligations remain outstanding, if any amount shall be paid by or on behalf of
Viacom or any other Person to Viacom International on account of any of the
rights waived in this Section 8.2, such amount shall be held by Viacom
International in trust, segregated from other funds of Viacom International,
and shall, forthwith upon receipt by Viacom International, be turned over to
the Administrative Agent in the exact form received by Viacom International
(duly indorsed by Viacom International to the Administrative Agent, if
required), to be applied against the Viacom Obligations, whether matured or
unmatured, in such order as the Administrative Agent may determine.


 


(c)                                  Amendments, etc. with
respect to the Viacom Obligations.  Viacom International shall
remain obligated under this Section 8.2 notwithstanding that, without any
reservation of rights against Viacom International, and without notice to or
further assent by Viacom International, any demand for payment of or reduction
in the principal amount of any of the Viacom Obligations made by the
Administrative Agent or any Lender may be rescinded by the Administrative Agent
or such Lender, and any of the Viacom Obligations continued, and the Viacom
Obligations, or the liability of any other party upon or for any part thereof,
or any collateral security or guarantee therefor or right of offset with
respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by the Administrative Agent or any Lender, and this Agreement and any
other documents executed and delivered in connection herewith may be amended,
modified, supplemented or terminated, in whole or in part, as the Required
Lenders (or all Lenders, as the case may be) may deem advisable from time to
time, and any collateral security, guarantee or right of offset at any time
held by the Administrative Agent or any Lender for the payment of the Viacom
Obligations may be sold, exchanged, waived, surrendered or released.  Neither the Administrative Agent nor any
Lender shall have any obligation to protect, secure, perfect or insure any lien
at any time held by it as security for the Viacom Obligations or for the
guarantee contained in this Section 8.2 or any property subject thereto.


 


(d)                                 Guarantee Absolute and
Unconditional.  Viacom International waives any and all
notice of the creation, renewal, extension or accrual of any of the Viacom
Obligations and notice of or proof of reliance by the Administrative Agent or
any Lender upon the guarantee contained in this Section 8.2 or acceptance
of the guarantee contained in this Section 8.2; the Viacom Obligations
shall conclusively be deemed to have been created, contracted or incurred, or
renewed, extended, amended or waived, in reliance upon the guarantee contained
in this


 

















 


66


 


 


Section 8.2; and all
dealings between Viacom International or Viacom, on the one hand, and the Administrative
Agent and the Lenders, on the other, shall likewise be conclusively presumed to
have been had or consummated in reliance upon the guarantee contained in this
Section 8.2.  Viacom International
waives diligence, presentment, protest, demand for payment and notice of
default or nonpayment to or upon Viacom International or Viacom with respect to
the Viacom Obligations.  The guarantee
contained in this Section 8.2 shall be construed as a continuing, absolute
and unconditional guarantee of payment without regard to (a) the validity or
enforceability of this Agreement, any of the Viacom Obligations or any
collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Administrative Agent or
any Lender, (b) the legality under applicable requirements of law of repayment
by Viacom of any Viacom Obligations or the adoption of any requirement of law
purporting to render any Viacom Obligations null and void, (c) any defense,
setoff or counterclaim (other than a defense of payment or performance by
Viacom) which may at any time be available to or be asserted by Viacom
International against the Administrative Agent or any Lender, or (d) any other
circumstance whatsoever (with or without notice to or knowledge of Viacom
International or Viacom) which constitutes, or might be construed to
constitute, an equitable or legal discharge of Viacom for any of its Viacom
Obligations, or of Viacom International under the guarantee contained in this
Section 8.2, in bankruptcy or in any other instance.  When the Administrative Agent or any Lender
is pursuing its rights and remedies under this Section 8.2 against Viacom
International, the Administrative Agent or any Lender may, but shall be under
no obligation to, pursue such rights and remedies as it may have against Viacom
or any other Person or against any collateral security or guarantee for the
Viacom Obligations or any right of offset with respect thereto, and any failure
by the Administrative Agent or any Lender to pursue such other rights or
remedies or to collect any payments from Viacom or any such other Person or to
realize upon any such collateral security or guarantee or to exercise any such
right of offset, or any release of Viacom or any such other Person or of any
such collateral security, guarantee or right of offset, shall not relieve
Viacom International of any liability under this Section 8.2, and shall
not impair or affect the rights and remedies, whether express, implied or
available as a matter of law, of the Administrative Agent and the Lenders
against Viacom International.


 


(e)                                  Reinstatement.  The
guarantee contained in this Section 8.2 shall continue to be effective, or
be reinstated, as the case may be, if at any time payment, or any part thereof,
of any of the Viacom Obligations is rescinded or must otherwise be restored or
returned by the Administrative Agent or any Lender upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of Viacom or upon or as
a result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, Viacom or any substantial part of its property,
or otherwise, all as though such payments had not been made.


 


(f)                                    Payments. 
Viacom International hereby agrees that any payments in respect of the
Viacom Obligations pursuant to this Section 8.2 will be paid to the
Administrative Agent without setoff or counterclaim in Dollars at the office of
the Administrative Agent specified in Section 9.1.  Notwithstanding the foregoing, any payments
in respect of the Viacom Obligations pursuant to this Section 8.2 with
respect to any Loan denominated in any Foreign Currency (including principal of
or interest on any such Loan or other amounts) hereunder shall be made without
setoff or counterclaim to the Administrative Agent at its offices at J.P.
Morgan


 

















 


67


 


 


Europe Limited, 125 London
Wall, London, England EC2Y 5AJ, United Kingdom, in the relevant Foreign
Currency and in immediately available funds.


 


(g)                                 Release of Guarantee. 
Notwithstanding the foregoing, the guarantee contained in this
Section 8.2 shall be released on the earlier of the date on which (i) all
notes, debentures and bonds now or hereafter issued by Viacom which carry a Viacom
International guarantee (the “Bonds”)
are paid in full and (ii) the guarantee of Viacom International with respect to
the Bonds is released.  On such date,
this Section 8.2, including without limitation Section 8.2(e), shall
be deemed to have no legal effect whatsoever.


 


ARTICLE IX


 


MISCELLANEOUS


 


SECTION 9.1.                       Notices. 
Notices and other communications provided for herein shall be in writing
(or, where permitted to be made by telephone, shall be confirmed promptly in
writing) and shall be delivered by hand or overnight courier service, mailed or
sent by telecopier as follows:


 


(a)                                  if to Viacom, to it at Viacom Inc., 1515
Broadway, New York, New York 10036, Attention of Treasurer (Telecopy No. (212)
846-1896), with a copy to General Counsel (Telecopy No. (212) 258-6099):


 


(b)                                 if to Viacom International, to it c/o Viacom
Inc., 1515 Broadway, New York, New York 10036, Attention of Treasurer (Telecopy
No. (212) 846-1896), with a copy to General Counsel (Telecopy No. (212)
258-6099);


 


(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 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 Revolving Credit 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);


 


(d)                                 if to any Issuing Lender, to it at the
address for notices specified in the applicable Issuing Lender Agreement;


 


(e)                                  if to a Lender, to it at its address (or
telecopy number) set forth in Schedule 1.1 or in the Assignment and
Acceptance pursuant to which such Lender shall have become a party hereto; and


 


(f)                                    if to a Subsidiary Borrower, to it at its
address set forth in the relevant Subsidiary Borrower Request.


 


Notwithstanding the
foregoing, each of Viacom, any other Borrower, the Administrative Agent, any
Issuing Lender and any Lender may, in its discretion, provide any notice,
report or other


 

















 


68


 


 


information to be provided
under this Agreement to a Lender by (i) electronic mail to the electronic mail
address provided by such Lender in its Administrative Questionnaire and/or (ii)
through access to a web site.  All notices
and other communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given on (A) the date
of receipt if delivered by hand or overnight courier service or sent by
telecopy or electronic mail, (B) the date of posting if given by web site
access, (C) the date of such telephone call, if permitted by the terms hereof
and if promptly confirmed in writing, or (D) on the date five Business Days
after dispatch by registered mail if mailed, in each case delivered, sent or
mailed (properly addressed) to such party as provided in this Section 9.1
or in accordance with the latest unrevoked direction from such party given in
accordance with this Section 9.1.


 


SECTION 9.2.                       Survival of Agreement.  All
representations and warranties made hereunder and in any certificate delivered
pursuant hereto or in connection herewith shall be considered to have been
relied upon by the Agents and the Lenders and shall survive the execution and
delivery of this Agreement and the making of the Loans and other extensions of
credit hereunder, regardless of any investigation made by the Agents or the
Lenders or on their behalf.


 


SECTION 9.3.                       Binding Effect. 
This Agreement shall be binding upon and inure to the benefit of each
Borrower, each Agent and each Lender and their respective successors and
assigns, except that Viacom shall not have the right to assign its rights or
obligations hereunder or any interest herein without the prior consent of all
the Lenders.


 


SECTION 9.4.                       Successors and Assigns. 
(a)  Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the successors and assigns of such party, and all covenants, promises
and agreements by or on behalf of each Borrower, any Agent or any Lender that
are contained in this Agreement shall bind and inure to the benefit of their
respective successors and assigns.


 


(b)                                 Each Lender may assign to one or more
assignees all or a portion of its interests, rights and obligations under this
Agreement (including all or a portion of its Commitment or Swingline Commitment
and the Loans at the time owing to it); provided,
however, that (i) except in the case of an assignment to a Lender or
a Lender Affiliate (other than if at the time of such assignment, such Lender
or Lender Affiliate would be entitled to require any Borrower to pay greater
amounts under Section 2.20(a) than if no such assignment had occurred, in
which case such assignment shall be subject to the consent requirement of this
clause (i)), Viacom, the Administrative Agent and each Issuing Lender must give
their prior written consent to such assignment (which consent shall not be
unreasonably withheld or delayed), (ii) (x) except in the case of assignments
to any Person that is a Lender prior to giving effect to such assignment, the
amount of the aggregate Commitments and/or Loans of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and
Acceptance with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $10,000,000 (or, if applicable, the Dollar
equivalent thereof) (or such lesser amount as may be agreed by the
Administrative Agent) and (y) the amount of the aggregate Commitments and/or Loans
retained by any assigning Lender (determined as of the date the Assignment and
Acceptance with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $10,000,000 (or, if applicable, the Dollar
equivalent thereof) (or


 

















 


69


 


 


such lesser amount as may be
agreed by the Administrative Agent), unless (in the case of clause (x) or (y)
above) the assigning Lender’s Commitment and Loans (other than any Competitive
Loans) are being reduced to $0 pursuant to such assignment, (iii) the assignor
and assignee shall execute and deliver to the Administrative Agent an
Assignment and Acceptance, together with a processing and recordation fee of
$3,500 and (iv) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire.  Upon acceptance and recording pursuant to Section 9.4(e),
from and after the effective date specified in each Assignment and Acceptance,
which effective date shall be at least five Business Days after the execution
thereof (or any lesser period to which the Administrative Agent and Viacom may
agree), (A) the assignee thereunder shall be a party hereto and, to the extent
of the interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement and (B) the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all or the remaining portion of
an assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto (but shall continue to be entitled to the
benefits of Sections 2.15, 2.16, 2.20 and 9.5, as well as to any Fees accrued
for its account hereunder and not yet paid)). 
Notwithstanding the foregoing, any Lender or Issuing Lender assigning
its rights and obligations under this Agreement may maintain any Competitive
Loans or Letters of Credit made or issued by it outstanding at such time, and
in such case shall retain its rights hereunder in respect of any Loans or
Letters of Credit so maintained until such Loans or Letters of Credit have been
repaid or terminated in accordance with this Agreement.


 


(c)                                  By executing and delivering an Assignment and
Acceptance, the assigning Lender thereunder and the assignee thereunder shall
be deemed to confirm to and agree with each other and the other parties hereto
as follows: (i) such assigning Lender warrants that it is the legal and
beneficial owner of the interest being assigned thereby free and clear of any
adverse claim created by such assigning Lender, (ii) except as set forth in
clause (i) above, such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement or any other
instrument or document furnished pursuant hereto, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement
or any other instrument or document furnished pursuant hereto or the financial
condition of Viacom or any of its Subsidiaries or the performance or observance
by Viacom or any of its Subsidiaries of any of its obligations under this
Agreement or any other instrument or document furnished pursuant hereto; (iii)
such assignee represents and warrants that it is legally authorized to enter
into such Assignment and Acceptance; (iv) such assignee confirms that it has
received a copy of this Agreement, together with copies of the most recent
financial statements delivered pursuant to Sections 3.2 and 5.1 and such other
documents and information as it has deemed appropriate to make it own credit
analysis and decision to enter into such Assignment and Acceptance; (v) such
assignee will independently and without reliance upon the Administrative Agent,
such assigning Lender or any other Agent or Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Agreement; (vi)
such assignee appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement
as are delegated to the Administrative Agent by the terms hereof, together with
such powers as are reasonably incidental thereto; and (vii) such assignee
agrees that it will perform in


 

















 


70


 


 


accordance with their terms
all the obligations which by the terms of this Agreement are required to be
performed by it as a Lender.


 


(d)                                 The Administrative Agent, acting for this
purpose as agent of each Borrower, shall maintain at one of its offices in The
City of New York a copy of each Assignment and Acceptance delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amount of the Loans owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”).  The
entries in the Register shall be conclusive in the absence of manifest error
and each Borrower, the Administrative Agent and the Lenders may treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a
Lender hereunder for all purposes of this Agreement.  The Register shall be available for inspection by any Borrower
and any Lender at any reasonable time and from time to time upon reasonable
prior notice.


 


(e)                                  Upon its receipt of a duly completed
Assignment and Acceptance executed by an assigning Lender and an assignee, an
Administrative Questionnaire completed in respect of the assignee (unless the
assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) above and, if required, the written consent of
Viacom, the Administrative Agent and each Issuing Lender to such assignment,
the Administrative Agent shall (i) accept such Assignment and Acceptance, (ii)
record the information contained therein in the Register and (iii) give prompt
notice thereof to Viacom.


 


(f)                                    Each Lender may without the consent of any
Borrower, the Agents or any Issuing Lender sell participations to one or more
banks, other financial institutions or other entities (provided, that any such other entity is a
not a competitor of Viacom or any Affiliate of Viacom) all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitments and the Loans owing to it); provided,
however, that (i) such Lender’s obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations, (iii) the participating
banks, financial institutions or other entities shall be entitled to the
benefit of the cost protection provisions contained in Sections 2.15, 2.16 and
2.20 to the same extent as if they were Lenders (provided, that additional amounts payable to any Lender
pursuant to Section 2.20 shall be determined as if such Lender had not
sold any such participations) and (iv) the Borrowers, the Agents and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement, and
such Lender shall retain the sole right to enforce the obligations of each
Borrower relating to the Loans and the Letters of Credit and to approve any
amendment, modification or waiver of any provision of this Agreement (other
than amendments, modifications or waivers decreasing any fees payable hereunder
or the amount of principal of or the rate at which interest is payable on the
Loans or LC Disbursements, extending any scheduled principal payment date or
date fixed for the payment of interest on the Loans or LC Disbursements or of
LC Fees or Facility Fees, increasing the amount of or extending the Commitments
or releasing the guarantee contained in Section 8.1 or 8.2 (except in
accordance with Section 8.2(g)), in each case to the extent the relevant
participant is directly affected thereby).


 


(g)                                 Any Lender or participant may, in connection
with any assignment or participation or proposed assignment or participation
pursuant to this Section 9.4, disclose to the


 

















 


71


 


 


assignee or participant or
proposed assignee or participant any information relating to any Borrower
furnished to such Lender by or on behalf of such Borrower; provided, that, prior to any such
disclosure of information designated by such Borrower as confidential, each
such assignee or participant or proposed assignee or participant shall execute
a Confidentiality Agreement whereby such assignee or participant shall agree
(subject to the exceptions set forth therein) to preserve the confidentiality
of such confidential information.  A
copy of each such Confidentiality Agreement executed by an assignee shall be
promptly furnished to Viacom.  It is
understood that confidential information relating to the Borrowers would not
ordinarily be provided in connection with assignments or participations of
Competitive Loans.


 


(h)                                 Notwithstanding the limitations set forth in
paragraph (b) above, (i) any Lender may at any time assign or pledge all or any
portion of its rights under this Agreement to a Federal Reserve Bank and (ii)
any Lender which is a “fund” may at any time assign or pledge all or any
portion of its rights under this Agreement to secure such Lender’s
indebtedness, in each case without the prior written consent of any Borrower,
the Administrative Agent or any Issuing Lender; provided, that each such assignment shall be made in
accordance with applicable law and no such assignment shall release a Lender
from any of its obligations hereunder. 
In order to facilitate any such assignment, each Borrower shall, at the
request of the assigning Lender, duly execute and deliver to the assigning
Lender a registered promissory note or notes evidencing the Loans made to such
Borrower by the assigning Lender hereunder.


 


(i)                                     Notwithstanding anything to the contrary
contained herein, any Lender (a “Granting
Bank”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from
time to time by the Granting Bank to the Administrative Agent and the relevant
Borrower, the option to provide to such Borrower all or any part of any Loan
that such Granting Bank would otherwise be obligated to make to such Borrower
pursuant to this Agreement; provided, that
(i) nothing herein shall constitute a commitment by any SPC to make any Loan,
and (ii) if an SPC elects not to exercise such option or otherwise fails to
provide all or any part of such Loan, the Granting Bank shall be obligated to
make such Loan pursuant to the terms hereof. 
The making of a Loan by an SPC hereunder shall utilize the Commitment of
the Granting Bank to the same extent, and as if, such Loan were made by such
Granting Bank.  Each party hereto hereby
agrees that no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which shall remain with the Granting
Bank).  In furtherance of the foregoing,
each party hereto hereby agrees (which agreement shall survive the termination
of this Agreement) that, prior to the date that is one year and one day after
the payment in full of all outstanding commercial paper or other senior
indebtedness of any SPC, it will not institute against, or join any other
person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof.  In
addition, notwithstanding anything to the contrary contained in this Section,
any SPC may (i) with notice to, but without the prior written consent of, 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) providing
liquidity and/or credit support to or for the account of such SPC to support
the funding or maintenance of Loans and (ii) disclose on a confidential basis
any non-public information relating to its Loans to any rating agency,
commercial paper dealer or provider of any surety, guarantee or credit or
liquidity enhancement to such SPC.  This
section may not be


 

















 


72


 


 


amended without the written
consent of any SPC which has been identified as such by the Granting Bank to
the Administrative Agent and the relevant Borrower and which then holds any
Loan pursuant to this paragraph (i).


 


(j)                                     Neither Viacom nor any Subsidiary Borrower
shall assign or delegate any of its rights or duties hereunder without the
prior consent of all the Lenders; provided,
Viacom may assign or delegate any of its rights or duties hereunder (excepting
its rights and duties pursuant to Section 8.1) to any Subsidiary Borrower
and any Subsidiary Borrower may assign or delegate any of its rights or duties
hereunder to Viacom or (excepting Viacom International’s rights and duties
pursuant to 8.2) to any other Subsidiary Borrower, in each case without the
prior consent of the Lenders unless such assignment would adversely affect the
Lenders; provided, further, Viacom may and any Subsidiary
Borrower may assign or delegate any of its rights and duties hereunder pursuant
to a merger or consolidation permitted by Section 5.4(b) or (d) without
the prior consent of the Lenders.


 


SECTION 9.5.                       Expenses; Indemnity. 
(a)  Viacom agrees to pay all
reasonable legal and other out-of-pocket expenses incurred by JPMorgan
Securities Inc., in its capacity as a Joint Lead Arranger and in its capacity
as Sole Bookrunner, and by the Administrative Agent and their respective
affiliates in connection with the preparation, negotiation, execution and
delivery of this Agreement or in connection with any amendments, modifications
or waivers of the provisions hereof (whether or not the transactions hereby
contemplated shall be consummated) or incurred by any Agent, any Lender or any
Issuing Lender in connection with the enforcement or protection of the rights
of the Agents, the Lenders or the Issuing Lenders under this Agreement or in
connection with the Loans made or the Letters of Credit issued hereunder,
including, without limitation, the reasonable fees, charges and disbursements
of Hughes Hubbard & Reed LLP, counsel for JPMorgan Securities Inc., in its
capacity as a Joint Lead Arranger and in its capacity as Sole Bookrunner, and
the Administrative Agent, and, in connection with any such enforcement or
protection, the reasonable fees, charges and disbursements of any other counsel
for any Agent, Lender or Issuing Lender.


 


(b)                                 Viacom agrees to indemnify and hold harmless
each Agent, each Lender, each Issuing Lender and each of their respective
directors, officers, employees, affiliates and agents (each, an “Indemnified Person”) against, and to
reimburse each Indemnified Person, upon its demand, for, any losses, claims,
damages, liabilities or other expenses (“Losses”),
to which such Indemnified Person becomes subject insofar as such Losses arise
out of or in any way relate to or result from (i) the execution or delivery of this
Agreement, any Letter of Credit or any agreement or instrument contemplated
hereby (and any amendment hereto or thereto), the performance by the parties
hereto or thereto of their respective obligations hereunder or thereunder or
the consummation of the transactions contemplated hereby or thereby or (ii) the
use (or proposed use) of the proceeds of the Loans or other extensions of
credit hereunder, including, without limitation, Losses consisting of
reasonable legal, settlement or other expenses incurred in connection with
investigating, defending or participating in any legal proceeding relating to
any of the foregoing (whether or not such Indemnified Person is a party
thereto); provided, that the
foregoing will not apply to any Losses to which an Indemnified Person becomes
subject to the extent they are found by a final decision of a court of
competent jurisdiction to have resulted from the gross negligence or willful
misconduct of such Indemnified Person. 
No Indemnified Person shall be liable for any damages arising from the
use by others of


 

















 


73


 


 


information or other
materials obtained through electronic, telecommunications or other information
transmission systems (provided, that
the foregoing will not apply to any Losses to the extent they are found by a
final decision of a court of competent jurisdiction to have resulted from the
gross negligence or willful misconduct of such Indemnified Person).


 


(c)                                  The provisions of this Section 9.5 shall
remain operative and in full force and effect regardless of the expiration of
the term of this Agreement, the consummation of the transactions contemplated
hereby, the repayment of any of the Loans, the invalidity or unenforceability
of any term or provision of this Agreement or any investigation made by or on
behalf of any Agent or Lender.  All
amounts under this Section 9.5 shall be payable on written demand
therefor.


 


SECTION 9.6.                       Right of Setoff.  If
an Event of Default shall have occurred and be continuing, each Agent and each
Lender is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other indebtedness
at any time owing by such Agent or Lender to or for the credit or the account
of any Borrower against any of and all the obligations of such Borrower now or
hereafter existing under this Agreement or the Administrative Agent Fee Letter
held by such Agent or Lender which shall be due and payable.  The rights of each Agent and each Lender
under this Section 9.6 are in addition to other rights and remedies
(including other rights of setoff) which such Agent or Lender may have.


 


SECTION 9.7.                       APPLICABLE LAW. 
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.


 


SECTION 9.8.                       Waivers; Amendment. 
(a)  No failure or delay of any
Agent, any Issuing Lender or any Lender in exercising any power or right
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power.  The rights and remedies of the Agents, the Issuing Lenders and
the Lenders hereunder are cumulative and are not exclusive of any rights or
remedies which they would otherwise have. 
No waiver of any provision of this Agreement or consent to any departure
by any Borrower from any such provision shall in any event be effective unless
the same shall be permitted by paragraph (b) below, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given.  No notice or demand on any
Borrower in any case shall entitle any Borrower to any other or further notice
or demand in similar or other circumstances.


 


(b)                                 Neither this Agreement nor any provision
hereof may be waived, amended or modified except pursuant to an agreement in
writing entered into by the Borrowers and the Required Lenders; provided, however, that no such agreement
shall (i) reduce the amount or extend the scheduled date of maturity of any
Loan or of any installment thereof, or reduce the stated amount of any LC
Disbursement, interest or fee payable hereunder or extend the scheduled date of
any payment thereof or increase the amount or extend the expiration date of any
Commitment of any Lender, in each case without the prior written consent of
each Lender directly affected thereby; (ii) amend, modify or waive any
provision of this Section 9.8(b), or


 

















 


74


 


 


reduce the percentage
specified in the definition of “Required
Lenders”, release the guarantee contained in Section 8.1 or 8.2
(except in accordance with Section 8.2(g)) or consent to the assignment or
delegation by Viacom or any Subsidiary Borrower of any of its rights and
obligations under this Agreement (except (A) by Viacom (excepting its rights
and duties pursuant to Section 8.1) to any Subsidiary Borrower or (B) by
any Subsidiary Borrower to Viacom or (excepting Viacom International’s rights
and duties pursuant to Section 8.2) to any other Subsidiary Borrower and as
set forth in Section 9.4(j)), in each case without the prior written
consent of all the Lenders; (iii) 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 (iv) amend, modify or waive any provision of
Article VII without the prior written consent of each Agent affected
thereby; provided,  further that no such agreement shall
amend, modify or otherwise affect the rights or duties of the Administrative
Agent, the Swingline Lenders or the Issuing Lenders hereunder in such capacity
without the prior written consent of the Administrative Agent, each Swingline
Lender directly affected thereby or each Issuing Lender directly affected
thereby, as the case may be.


 


SECTION 9.9.                       Entire Agreement. 
This Agreement (together with the Issuing Lender Agreements, the
Subsidiary Borrower Designations and the Subsidiary Borrower Requests)
constitutes the entire contract between the parties relative to the subject matter
hereof.  Any previous agreement among
the parties with respect to the subject matter hereof is superseded by this
Agreement.  Nothing in this Agreement,
expressed or implied, is intended to confer upon any party other than the
parties hereto any rights, remedies, obligations or liabilities under or by
reason of this Agreement.


 


SECTION 9.10.                 Waiver of Jury Trial. 
Each party hereto hereby waives, to the fullest extent permitted by
applicable law, any right it may have to a trial by jury in respect of any
litigation directly or indirectly arising out of, under or in connection with
this Agreement.  Each party hereto (a)
certifies that no representative, agent or attorney of any other party has
represented, expressly or otherwise, that such other party would not, in the
event of litigation, seek to enforce the foregoing waiver and (b) acknowledges
that it and the other parties hereto have been induced to enter into this
Agreement by, among other things, the mutual waivers and certifications in this
Section 9.10.


 


SECTION 9.11.                 Severability.  In
the event any one or more of the provisions contained in this Agreement 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 9.12.                 Counterparts. 
This Agreement 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, and shall become effective as provided in
Section 9.3.


 


SECTION 9.13.                 Headings. 
Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement
and


 

















 


75


 


 


are not to affect the
construction of, or to be taken into consideration in interpreting, this
Agreement.


 


SECTION 9.14.                 Jurisdiction; Consent to
Service of Process.  (a) 
Each Borrower hereby irrevocably and unconditionally submits, for itself
and its Property, to the nonexclusive jurisdiction of any New York State court
or Federal court of the United States of America sitting in New York City, and
any appellate court from any thereof, in any action or proceeding arising out
of or relating to this Agreement, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State court or, to the extent permitted by law,
in such Federal court.  Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.  Each Subsidiary Borrower designates and directs Viacom at its
offices at 1515 Broadway, New York, New York 10036, as its agent to receive
service of any and all process and documents on its behalf in any legal action or
proceeding referred to in this Section 9.14 in the State of New York and
agrees that service upon such agent shall constitute valid and effective
service upon such Subsidiary Borrower and that failure of Viacom to give any
notice of such service to any Subsidiary Borrower shall not affect or impair in
any way the validity of such service or of any judgment rendered in any action
or proceeding based thereon.  Nothing in
this Agreement shall affect any right that any Agent or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement
against any Borrower or its Properties in the courts of any jurisdiction.


 


(b)                                 Each Borrower hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement in
any New York State or Federal court. 
Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.


 


(c)                                  Each party to this Agreement irrevocably
consents to service of process in the manner provided for notices in Section 9.1.  Nothing in this Agreement will affect the
right of any party to this Agreement to serve process in any other manner
permitted by law.


 


SECTION 9.15.                 Confidentiality. 
(a)  Each Lender agrees to keep
confidential and not to disclose (and to cause its affiliates, officers,
directors, employees, agents and representatives to keep confidential and not
to disclose) and, at the request of Viacom (except as provided below or if such
Lender is required to retain any Confidential Information (as defined below)
pursuant to customary internal or banking practices, bank regulations or
applicable law), promptly to return to Viacom or destroy the Confidential
Information and all copies thereof, extracts therefrom and analyses or other
materials based thereon, except that such Lender shall be permitted to disclose
Confidential Information (i) to such of its officers, directors, employees,
agents, affiliates and representatives as need to know such Confidential
Information in connection with such Lender’s participation in this Agreement,
each of whom shall be informed by such Lender of the confidential nature of the
Confidential Information and shall agree to be bound by the terms of this
Section 9.15; (ii) to the extent required by applicable laws and


 

















 


76


 


 


regulations or by any
subpoena or similar legal process or requested by any Governmental Authority or
agency having jurisdiction over such Lender; provided,
however, that, except in the case of disclosure to bank regulators
or examiners in accordance with customary banking practices, if legally
permitted written notice of each instance in which Confidential Information is
required or requested to be disclosed shall be furnished to Viacom not less
than 30 days prior to the expected date of such disclosure or, if 30 days’
notice is not practicable under the circumstances, as promptly as practicable
under the circumstances; (iii) to the extent such Confidential Information (A)
is or becomes publicly available other than as a result of a breach of this
Agreement, (B) becomes available to such Lender on a non-confidential basis
from a source other than a party to this Agreement or any other party known to
such Lender to be bound by an agreement containing a provision similar to this
Section 9.15 or (C) was available to such Lender on a non-confidential
basis prior to this disclosure to such Lender by a party to this Agreement or
any other party known to such Lender to be bound by an agreement containing a
provision similar to this Section 9.15; (iv) as permitted by
Section 9.4(g); or (v) to the extent Viacom shall have consented to such
disclosure in writing.  As used in this
Section 9.15, “Confidential Information”
shall mean any materials, documents or information furnished by or on behalf of
any Borrower in connection with this Agreement designated by or on behalf of
such Borrower as confidential.


 


(b)                                 Each Lender (i) agrees that, except to the
extent the conditions referred to in subclause (A), (B) or (C) of clause (iii)
of paragraph (a) above have been met and as provided in paragraph (c) below,
(A) it will use the Confidential Information only in connection with its
participation in this Agreement and (B) it will not use the Confidential
Information in connection with any other matter or in a manner prohibited by
any law, including, without limitation, the securities laws of the United
States and (ii) understands that breach of this Section 9.15 might
seriously prejudice the interest of the Borrowers and that the Borrowers are
entitled to equitable relief, including an injunction, in the event of such
breach.


 


(c)                                  Notwithstanding anything to the contrary
contained in this Section 9.15, each Agent and each Lender shall be
entitled to retain all Confidential Information for so long as it remains an
Agent or a Lender to use solely for the purposes of servicing the credit and
protecting its rights hereunder.


 


SECTION 9.16.                 Waiver of Notice of
Termination Period.  By its execution of this Agreement, each
Lender hereby waives any right to notice of termination, or any notice period
with respect to the termination, of any Existing Credit Agreement that such
Lender may have had under such Existing Credit Agreement.


 


SECTION 9.17.                 Consent to Amendment to
Existing $1.5 Billion Five-Year Credit Agreement.  By
its execution of this Agreement, each Lender hereby consents to and approves
Amendment No. 3 to the Existing $1.5 Billion Five-Year Credit Agreement, the
form of which is attached hereto as Exhibit G, and hereby authorizes JPMorgan
Chase Bank, in its capacity as Administrative Agent under the Existing $1.5
Billion Five-Year Credit Agreement, to execute such Amendment No. 3 on behalf
of such Lender.


 


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


 

















 


S-1


 


 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.


 


	
   

  	
  VIACOM INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ ROBERT G. FREEDLINE

  	
   

  
	
   

  	
   

  	
  Name:  Robert G. Freedline

  
	
   

  	
   

  	
  Title:  Senior Vice President
  and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VIACOM
  INTERNATIONAL INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ ROBERT G. FREEDLINE

  	
   

  
	
   

  	
   

  	
  Name:  Robert G. Freedline

  
	
   

  	
   

  	
  Title::  Senior Vice President
  and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, as

  Administrative Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ THOMAS H. KOZLARK

  	
   

  
	
   

  	
   

  	
  Name:  Thomas H. Kozlark

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK, N.A., as
  Syndication Agent

  and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ CAROLYN A. KEE

  	
   

  
	
   

  	
   

  	
  Name:  Carolyn A. Kee

  
	
   

  	
   

  	
  Title:  Vice President

  



 

















 


S-2


 


 


	
   

  	
  BANK OF AMERICA, N.A., as
  Co-Documentation

  Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /S/ THOMAS J. KANE

  	
   

  
	
   

  	
   

  	
  Name:  Thomas J. Kane

  
	
   

  	
   

  	
  Title:  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK SECURITIES,
  INC., as

  Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ PETER ESCHMANN

  	
   

  
	
   

  	
   

  	
  Name:  Peter Eschmann

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ WILLIAM W. MCGINTY

  	
   

  
	
   

  	
   

  	
  Name:  William W. McGinty

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF
  TOKYO-MITSUBISHI, LTD., NEW

  YORK BRANCH, as Co-Documentation Agent and

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ LINDA TAM

  	
   

  
	
   

  	
   

  	
  Name:  Linda Tam

  
	
   

  	
   

  	
  Title:  Authorized signatory

  



 

















 


S-3


 


 


	
   

  	
  Lenders

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK AG, NEW YORK
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  BARCLAYS BANK PLC, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ L. PETER YETMAN

  	
   

  
	
   

  	
   

  	
  Name:  L. Peter Yetman

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  SUMITOMO MITSUI BANKING
  CORPORATION,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ LEO E. PAGARIGAN

  	
   

  
	
   

  	
   

  	
  Name:  Leo G. Pagarigan

  
	
   

  	
   

  	
  Title:  Senior Vice President

  



 

















 


S-4


 


 


	
   

  	
  MIZUHO CORPORATE BANK,
  LTD., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ MARK GRONICH

  	
   

  
	
   

  	
   

  	
  Name:  Mark Gronich

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK, as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ CYNTHIA L. ROGERS

  	
   

  
	
   

  	
   

  	
  Name:  Cynthia L. Rogers

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  WESTLB AG, 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

  
	
   

  	
   

  	
   

  
	
   

  	
  ABN AMRO BANK N.V., as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ FRANCES O’R. LOGAN

  	
   

  
	
   

  	
   

  	
  Name:  Frances O’R. Logan

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    SHILPA PARANDEKAR

  	
   

  
	
   

  	
   

  	
  Name:  Shilpa Parandekar

  
	
   

  	
   

  	
  Title:  Vice President

  



 

















 


S-5


 


 


	
   

  	
  BANK ONE, NA, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ JOHN E. GLISSON

  	
   

  
	
   

  	
   

  	
  Name:  John E. Glisson

  
	
   

  	
   

  	
  Title:  Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
  DRESDNER BANK A.G., 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

  
	
   

  	
   

  	
   

  
	
   

  	
  FLEET NATIONAL BANK, as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ LAURA NEENAN

  	
   

  
	
   

  	
   

  	
  Name:  Laura Neenan

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  LEHMAN BROTHERS BANK, FSB,
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /S/ GARY TAYLOR

  	
   

  
	
   

  	
   

  	
  Name:  Gary Taylor

  
	
   

  	
   

  	
  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-6


 


 


	
   

  	
  MERRILL LYNCH BANK USA, as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ LOUIS ALDER

  	
   

  
	
   

  	
   

  	
  Name:  Louis Alder

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  THE ROYAL BANK OF SCOTLAND
  PLC, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ DAVID A. LUCAS

  	
   

  
	
   

  	
   

  	
  Name:  David A. Lucas

  
	
   

  	
   

  	
  Title:  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NOVA SCOTIA,
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ BRENDA S. INSULL

  	
   

  
	
   

  	
   

  	
  Name:  Brenda S. Insull

  
	
   

  	
   

  	
  Title:  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  UBS LOAN FINANCE LLC, as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ WILFRED V. SAINT

  	
   

  
	
   

  	
   

  	
  Name:  Wilfred V. Saint

  
	
   

  	
   

  	
  Title:  Associate Director

  Banking Products Services, US

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ JUAN ZOOLGA

  	
   

  
	
   

  	
   

  	
  Name:  Juan Zoolga

  
	
   

  	
   

  	
  Title:  Associate Director

  Banking Products Services, US

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, N.A., as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ RUSSELL J. LYONS

  	
   

  
	
   

  	
   

  	
  Name:  Russell J. Lyons

  
	
   

  	
   

  	
  Title:  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

  
	
   

  	
   

  	
   

  
	
   

  	
  LLOYDS TSB BANK PLC, as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ RICHARD 
  M. HEATH

  	
   

  
	
   

  	
   

  	
  Name:  Richard M. Heath

  
	
   

  	
   

  	
  Title:  Vice President, Corporate Banking

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ PETER T. DOYLE

  	
   

  
	
   

  	
   

  	
  Name:  Peter T. Doyle

  
	
   

  	
   

  	
  Title:  Vice President, Corporate Banking

  
	
   

  	
   

  	
   

  
	
   

  	
  SOCIETE GENERALE, as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ ELAINE KHALIL

  	
   

  
	
   

  	
   

  	
  Name:  Elaine Khalil

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  UFJ BANK LIMITED, as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ RUSSELL BOHNER

  	
   

  
	
   

  	
   

  	
  Name:  Russell Bohner

  
	
   

  	
   

  	
  Title:  Vice President

  



 

















 


S-8


 


	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL AUSTRALIA BANK
  LIMITED, as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ EDUARDO SALAZAR

  	
   

  
	
   

  	
   

  	
  Name:  Eduardo Salazar

  
	
   

  	
   

  	
  Title:  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION, as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ THOMAS G. GUNDER

  	
   

  
	
   

  	
   

  	
  Name:  Thomas G. Gunder

  
	
   

  	
   

  	
  Title:  Vice President