EXHIBIT 4(e)
EXECUTION COPY
AMENDMENT NO. 2, dated as of December 19, 1997 (the "Amendment") to
the AMENDED AND RESTATED CREDIT AGREEMENT (the "Credit Agreement"), dated as of
March 26, 1997, among VIACOM INC. a Delaware corporation (the "Borrower"), the
Bank parties thereto from time to time, THE BANK OF NEW YORK, as a Managing
Agent and as the Documentation Agent, CITIBANK, N.A., as a Managing Agent and as
the Administrative Agent, ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK, as a
Managing Agent, THE BANK OF AMERICA NT&SA, as a Managing Agent, THE CHASE
MANHATTAN BANK, as a Managing Agent, ▇▇ ▇▇▇▇▇▇ SECURITIES INC., as a Syndication
Agent, BANCAMERICA ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (formerly known as BANCAMERICA SECURITIES,
INC.), as a Syndication Agent, the Banks identified as Agents on the signature
pages hereof, as Agents, and the Banks identified as Co-Agents on the signature
pages thereof, as Co-Agents.
WITNESSETH:
WHEREAS, the parties who have heretofore entered into the Credit
Agreement now desire to amend certain provisions thereof to provide for changes
in the reduction of loan commitment provisions of the Credit Agreement.
NOW THEREFORE, the parties hereto agree as follows:
SECTION 1. Amendment. (a) Section 2.3(b) of the Credit Agreement is
amended by adding at the end thereof the following provision:
"; notwithstanding the second proviso above, optional reductions in an
amount of up to $1.5 billion (reduced by the amount of any prepayments
made pursuant to the last sentence of Section 3.4) made prior to June 30,
1998, may be allocated against Scheduled Revolving Loan Commitment
Reduction Dates in any manner requested by the Borrower."
(b) Section 3.4 of the Credit Agreement is amended by adding at the
end thereof the following sentence:
"Notwithstanding the foregoing, prepayments in an amount of up to $1.5
billion (reduced by the amount of any optional reductions made pursuant to
the last clause of Section 2.3(b)) made prior to June 30, 1998, may be
allocated among remaining maturities in any manner requested by the
Borrower."
SECTION 2. Effectiveness. Following the execution of counterparts
hereof by the Borrower and each of the Facility Agents and Managing Agents on
their own behalf and on behalf of the Banks consenting to the execution of this
Amendment, and the execution of written consents by the Majority Banks, this
Amendment will be effective as of December 19, 1997.
SECTION 3. Representations and Warranties. The Borrower hereby
represents and warrants that as of the date hereof, after giving effect to this
Amendment that (i) the representations and warranties contained in Article VI of
the Credit Agreement (other than those stated to be made as of a particular
date) are true and correct in all material respects on and as of the date hereof
as though made on the date hereof, and (ii) no Default or Event of Default shall
exist or be continuing under the Credit Agreement.
SECTION 4. Miscellaneous. (a) Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in the Credit
Agreement.
(b) Except as amended hereby, all of the terms of the Credit
Agreement shall remain and continue in full force and effect and are hereby
confirmed in all respects.
(c) This Amendment shall be a Loan Document for the purposes of the
Credit Agreement.
(d) This Amendment may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures thereto
were upon the same instrument. Delivery of an executed counterpart of a
signature page of this Amendment by telecopier shall be effective as delivery of
a manually executed counterpart of this Amendment.
(e) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
VIACOM INC., as Borrower
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer
Managing Agents
THE BANK OF NEW YORK, as Managing
Agent, the Documentation Agent and
a Bank
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
CITIBANK, N.A., as Managing Agent,
the Administrative Agent and a Bank
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Attorney-In-Fact
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF
NEW YORK, as Managing Agent and a
Bank
By: /s/ ▇▇▇▇ ▇. Silver
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Name: ▇▇▇▇ ▇. Silver
Title: Associate
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THE BANK OF AMERICA NT&SA, as
Managing Agent and a Bank
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
CHASE MANHATTAN BANK, as Managing
Agent and a Bank
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
Syndication Agents
▇▇ ▇▇▇▇▇▇ SECURITIES INC., as
Syndication Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
BANCAMERICA ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
(formerly known as BANCAMERICA
SECURITIES, INC.), as Syndication
Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
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