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Paramount Global – ‘10-K’ for 12/31/21 – ‘EX-10.HH’

On:  Tuesday, 2/15/22, at 4:25pm ET   ·   For:  12/31/21   ·   Accession #:  813828-22-5   ·   File #:  1-09553

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/15/22  ViacomCBS Inc.                    10-K       12/31/21  163:23M

Annual Report   —   Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.44M 
 2: EX-4.B      Instrument Defining the Rights of Security Holders  HTML    209K 
 3: EX-10.HH    Material Contract                                   HTML     95K 
 4: EX-21       Subsidiaries List                                   HTML    208K 
 5: EX-23.A     Consent of Expert or Counsel                        HTML     40K 
 6: EX-24       Power of Attorney                                   HTML     64K 
 7: EX-31.A     Certification -- §302 - SOA'02                      HTML     45K 
 8: EX-31.B     Certification -- §302 - SOA'02                      HTML     44K 
 9: EX-32.A     Certification -- §906 - SOA'02                      HTML     41K 
10: EX-32.B     Certification -- §906 - SOA'02                      HTML     41K 
16: R1          Cover Page                                          HTML    113K 
17: R2          Audit Information                                   HTML     46K 
18: R3          Consolidated Statements of Operations               HTML    178K 
19: R4          Consolidated Statements of Comprehensive Income     HTML     75K 
20: R5          Consolidated Balance Sheets                         HTML    199K 
21: R6          Consolidated Balance Sheets (Parenthetical)         HTML     63K 
22: R7          Consolidated Statements of Cash Flows               HTML    175K 
23: R8          Consolidated Statements of Cash Flows               HTML     44K 
                (Parenthetical)                                                  
24: R9          Consolidated Statements of Stockholders' Equity     HTML    117K 
25: R10         Basis of Presentation and Summary of Significant    HTML    116K 
                Accounting Policies                                              
26: R11         Acquisitions                                        HTML     46K 
27: R12         Dispositions                                        HTML    123K 
28: R13         Property and Equipment                              HTML     57K 
29: R14         Programming and Other Inventory                     HTML     75K 
30: R15         Goodwill and Other Intangible Assets                HTML    160K 
31: R16         Restructuring, and Other Corporate Matters          HTML    150K 
32: R17         Related Parties                                     HTML     55K 
33: R18         Revenues                                            HTML     63K 
34: R19         Debt                                                HTML    103K 
35: R20         Leases                                              HTML    235K 
36: R21         Financial Instruments                               HTML     56K 
37: R22         Fair Value Measurements                             HTML     53K 
38: R23         Stockholders' Equity                                HTML     96K 
39: R24         Stock-Based Compensation                            HTML     88K 
40: R25         Income Taxes                                        HTML    122K 
41: R26         Pension and Other Postretirement Benefits           HTML    290K 
42: R27         Redeemable Noncontrolling Interest                  HTML     54K 
43: R28         Segment Information                                 HTML    155K 
44: R29         Commitments and Contingencies                       HTML     87K 
45: R30         Supplemental Financial Information                  HTML     73K 
46: R31         Schedule II - Valuation and Qualifying Accounts     HTML     75K 
47: R32         Basis of Presentation and Summary of Significant    HTML    157K 
                Accounting Policies (Policies)                                   
48: R33         Basis of Presentation and Summary of Significant    HTML     68K 
                Accounting Policies (Tables)                                     
49: R34         Dispositions (Tables)                               HTML    123K 
50: R35         Property and Equipment (Tables)                     HTML     58K 
51: R36         Programming and Other Inventory (Tables)            HTML     93K 
52: R37         Goodwill and Other Intangible Assets (Tables)       HTML    192K 
53: R38         Restructuring, and Other Corporate Matters          HTML     90K 
                (Tables)                                                         
54: R39         Related Parties (Tables)                            HTML     51K 
55: R40         Revenues (Tables)                                   HTML     55K 
56: R41         Debt (Tables)                                       HTML     93K 
57: R42         Leases (Tables)                                     HTML    121K 
58: R43         Financial Instruments (Tables)                      HTML     48K 
59: R44         Fair Value Measurements (Tables)                    HTML     53K 
60: R45         Stockholders' Equity (Tables)                       HTML     85K 
61: R46         Stock-Based Compensation (Tables)                   HTML     88K 
62: R47         Income Taxes (Tables)                               HTML    124K 
63: R48         Pension and Other Postretirement Benefits (Tables)  HTML    302K 
64: R49         Redeemable Noncontrolling Interest (Tables)         HTML     53K 
65: R50         Segment Information (Tables)                        HTML    162K 
66: R51         Commitments and Contingencies (Tables)              HTML     61K 
67: R52         Supplemental Financial Information (Tables)         HTML     79K 
68: R53         Basis of Presentation and Summary of Significant    HTML    128K 
                Accounting Policies - Narrative (Details)                        
69: R54         Basis of Presentation and Summary of Significant    HTML     54K 
                Accounting Policies - Property and Equipment                     
                (Details)                                                        
70: R55         Basis of Presentation and Summary of Significant    HTML     52K 
                Accounting Policies - Net Earnings (Loss) per                    
                Common Share (Details)                                           
71: R56         Acquisitions - Other Acquisitions Narrative         HTML     56K 
                (Details)                                                        
72: R57         Acquisitions - Miramax Narrative (Details)          HTML     52K 
73: R58         Dispositions - Narrative (Details)                  HTML     80K 
74: R59         Dispositions - Schedule of Dispositions, Net        HTML     87K 
                Earnings (Details)                                               
75: R60         Dispositions - Schedule of Dispositions- Assets     HTML     79K 
                and Liabilities (Details)                                        
76: R61         Property and Equipment (Details)                    HTML     69K 
77: R62         Programming and Other Inventory - Programming       HTML     72K 
                Inventory (Details)                                              
78: R63         Programming and Other Inventory - Programming and   HTML     69K 
                Production Costs (Details)                                       
79: R64         Programming and Other Inventory - Narrative         HTML     51K 
                (Details)                                                        
80: R65         Goodwill and Other Intangible Assets - Narrative    HTML     56K 
                (Details)                                                        
81: R66         Goodwill and Other Intangible Assets - Goodwill     HTML     80K 
                (Details)                                                        
82: R67         Goodwill and Other Intangible Assets - Intangible   HTML     71K 
                Assets (Details)                                                 
83: R68         Goodwill and Other Intangible Assets -              HTML     46K 
                Amortization Expense (Details)                                   
84: R69         Goodwill and Other Intangible Assets - Future       HTML     52K 
                Amortization Expense (Details)                                   
85: R70         Restructuring, and Other Corporate Matters -        HTML     54K 
                Restructuring and Other Corporate Matters                        
                (Details)                                                        
86: R71         Restructuring, and Other Corporate Matters -        HTML     62K 
                Narrative (Details)                                              
87: R72         Restructuring, and Other Corporate Matters -        HTML     76K 
                Rollforward (Details)                                            
88: R73         Related Parties - Narrative (Details)               HTML     51K 
89: R74         Related Parties - Schedule of Related Party         HTML     54K 
                Transactions (Details)                                           
90: R75         Revenues - Receivables (Details)                    HTML     45K 
91: R76         Revenues - Contract Liabilities (Details)           HTML     45K 
92: R77         Revenues - Disaggregation of Revenue (Details)      HTML     57K 
93: R78         Revenues - Unrecognized Revenues Under Contract     HTML     60K 
                (Details)                                                        
94: R79         Revenues - Performance Obligations Satisfied in     HTML     43K 
                Previous Periods (Details)                                       
95: R80         Debt - Schedule of Debt (Details)                   HTML    166K 
96: R81         Debt - Narrative (Details)                          HTML     87K 
97: R82         Debt - Maturities of Long-Term Debt (Details)       HTML     57K 
98: R83         Debt - Commercial Paper (Details)                   HTML     43K 
99: R84         Debt - Credit Facility Narrative (Details)          HTML     56K 
100: R85         Debt - Other Bank Borrowings Narrative (Details)    HTML     52K  
101: R86         Leases - Balance Sheet Amounts (Details)            HTML     67K  
102: R87         Leases - Weighted Average (Details)                 HTML     51K  
103: R88         Leases - Lease Cost (Details)                       HTML     58K  
104: R89         Leases - Operating and Financing Cash Flows         HTML     47K  
                (Details)                                                        
105: R90         Leases - Future Minimum Payments (Details)          HTML     81K  
106: R91         Leases - Narrative (Details)                        HTML     43K  
107: R92         Financial Instruments - Additional Information      HTML     47K  
                (Details)                                                        
108: R93         Financial Instruments - Investments (Details)       HTML     80K  
109: R94         Financial Instruments - Foreign Exchange Contracts  HTML     57K  
                (Details)                                                        
110: R95         Fair Value Measurements (Details)                   HTML     53K  
111: R96         Stockholders' Equity - Merger with Viacom           HTML     49K  
                (Details)                                                        
112: R97         Stockholders' Equity - Stock Offerings (Details)    HTML     63K  
113: R98         Stockholders' Equity - Mandatory Convertible        HTML     60K  
                Preferred Stock (Details)                                        
114: R99         Stockholders' Equity - Dividends (Details)          HTML     59K  
115: R100        Stockholders' Equity - Treasury Stock (Details)     HTML     50K  
116: R101        Stockholders' Equity - Conversion Rights (Details)  HTML     45K  
117: R102        Stockholders' Equity - Additional Information       HTML     43K  
                (Details)                                                        
118: R103        Stockholders' Equity - Accumulated Other            HTML     72K  
                Comprehensive Income (Details)                                   
119: R104        Stock-Based Compensation - Additional Information   HTML     51K  
                (Details)                                                        
120: R105        Stock-Based Compensation - Stock-based              HTML     56K  
                Compensation Expense (Details)                                   
121: R106        Stock-Based Compensation - RSUs and PSUs (Details)  HTML     87K  
122: R107        Stock-Based Compensation - Stock Options (Details)  HTML     68K  
123: R108        Stock-Based Compensation - Stock-Options,           HTML     63K  
                Rollforward (Details)                                            
124: R109        Stock-Based Compensation - Stock Options, Other     HTML     47K  
                Information (Details)                                            
125: R110        Income Taxes - Income (Loss) from Continuing        HTML     49K  
                Operations (Details)                                             
126: R111        Income Taxes - Provision for Income Taxes           HTML     69K  
                (Details)                                                        
127: R112        Income Taxes - Narrative (Details)                  HTML     73K  
128: R113        Income Taxes - Effective Income Tax Rate            HTML     69K  
                Reconciliation (Details)                                         
129: R114        Income Taxes - Deferred Income Tax Assets and       HTML     78K  
                Liabilities (Details)                                            
130: R115        Income Taxes - Unrecognized Tax Benefits (Details)  HTML     57K  
131: R116        Pension and Other Postretirement Benefits -         HTML     64K  
                Narrative (Details)                                              
132: R117        Pension and Other Postretirement Benefits - Change  HTML     71K  
                in Benefit Obligation (Details)                                  
133: R118        Pension and Other Postretirement Benefits - Change  HTML     67K  
                In Plan Assets (Details)                                         
134: R119        Pension and Other Postretirement Benefits - Funded  HTML     62K  
                Status of Pension and Postretirement Benefit                     
                Obligations (Details)                                            
135: R120        Pension and Other Postretirement Benefits - Funded  HTML     61K  
                Status and Amounts Recognized in Accumulated Other               
                Comprehensive Income (Loss) on the Consolidated                  
                Balance Sheets (Details)                                         
136: R121        Pension and Other Postretirement Benefits -         HTML     49K  
                Accumulated Benefit Obligation in Excess of Plan                 
                Assets (Details)                                                 
137: R122        Pension and Other Postretirement Benefits -         HTML    104K  
                Components of Net Periodic Benefit Cost and                      
                Amounts Recognized in Other Comprehensive Income                 
                (Loss) (Details)                                                 
138: R123        Pension and Other Postretirement Benefits -         HTML     73K  
                Assumptions (Details)                                            
139: R124        Pension and Other Postretirement Benefits - Plan    HTML     59K  
                Asset Allocations (Details)                                      
140: R125        Pension and Other Postretirement Benefits - Fair    HTML    100K  
                Value Measurements (Details)                                     
141: R126        Pension and Other Postretirement Benefits - Future  HTML     80K  
                Benefit Payments (Details)                                       
142: R127        Pension and Other Postretirement Benefits -         HTML     81K  
                Multiemployer Pension and Postretirement Benefit                 
                Plans (Details)                                                  
143: R128        Pension and Other Postretirement Benefits -         HTML     42K  
                Defined Contribution Plans (Details)                             
144: R129        Redeemable Noncontrolling Interest (Details)        HTML     53K  
145: R130        Segment Information - Revenues (Details)            HTML     84K  
146: R131        Segment Information - Operating Income (Loss)       HTML    137K  
                (Details)                                                        
147: R132        Segment Information - Depreciation and              HTML     53K  
                Amortization (Details)                                           
148: R133        Segment Information - Capital Expenditures          HTML     53K  
                (Details)                                                        
149: R134        Segment Information - Assets (Details)              HTML     62K  
150: R135        Segment Information - Revenue by Type (Details)     HTML     50K  
151: R136        Segment Information - Long-lived Assets (Details)   HTML     46K  
152: R137        Commitments and Contingencies - Narrative           HTML     59K  
                (Details)                                                        
153: R138        Commitments and Contingencies - Commitments         HTML     88K  
                (Details)                                                        
154: R139        Commitments and Contingencies - Legal Matters       HTML     66K  
                Narrative (Details)                                              
155: R140        Supplemental Financial Information - Components of  HTML     53K  
                Other Items, Net (Details)                                       
156: R141        Supplemental Financial Information - Supplemental   HTML     50K  
                Cash Flow Information (Details)                                  
157: R142        Supplemental Financial Information - Variable       HTML     73K  
                Interest Entities (Details)                                      
158: R143        Schedule II - Valuation and Qualifying Accounts     HTML     56K  
                (Details)                                                        
161: XML         IDEA XML File -- Filing Summary                      XML    303K  
159: XML         XBRL Instance -- viac-20211231_htm                   XML   5.92M  
160: EXCEL       IDEA Workbook of Financial Reports                  XLSX    219K  
12: EX-101.CAL  XBRL Calculations -- viac-20211231_cal               XML    456K 
13: EX-101.DEF  XBRL Definitions -- viac-20211231_def                XML   1.59M 
14: EX-101.LAB  XBRL Labels -- viac-20211231_lab                     XML   3.46M 
15: EX-101.PRE  XBRL Presentations -- viac-20211231_pre              XML   2.28M 
11: EX-101.SCH  XBRL Schema -- viac-20211231                         XSD    346K 
162: JSON        XBRL Instance as JSON Data -- MetaLinks              818±  1.19M  
163: ZIP         XBRL Zipped Folder -- 0000813828-22-000005-xbrl      Zip   1.14M

‘EX-10.HH’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 <!   C:   C: 
  Document  
Exhibit 10(hh)
EXECUTION VERSION

AMENDMENT NO. 2 dated as of February 14, 2022 (this “Amendment”), to the Amended and Restated Credit Agreement dated as of January 23, 2020 (as amended pursuant to Amendment No. 1 dated as of December 9, 2021, the “Credit Agreement”), among VIACOMCBS INC., a Delaware corporation (“ViacomCBS”), the SUBSIDIARY BORROWERS party thereto, the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
WHEREAS, ViacomCBS has requested that the Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement.
WHEREAS, ViacomCBS, the Lenders party hereto, constituting the Required Lenders as of the date hereof, and the Administrative Agent have so agreed on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used and not otherwise defined herein (including in the preliminary statements hereto) have the meanings assigned to them in the Credit Agreement.
SECTION 2. Amendments to the Credit Agreement.
Effective as of the Amendment No. 2 Effective Date (as defined below), the Credit Agreement is hereby amended as follows:
(a) The definition of “Consolidated Total Leverage Ratio” in Section 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows:
“Consolidated Total Leverage Ratio” shall mean, as of the last day of each fiscal quarter, (a) with respect to any fiscal quarter ending on or after March 31, 2022, and on or prior to June 30, 2024, the ratio of (i) (x) Consolidated Indebtedness on such date minus (y) the aggregate amount of Unrestricted Cash as of such date to (ii) Consolidated EBITDA for the twelve month period ending on such date and (b) with respect to any other fiscal quarter, the ratio of (i) Consolidated Indebtedness on such date to (ii) Consolidated EBITDA for the twelve month period ending on such date.
(b) Section 1.1 of the Credit Agreement is hereby amended to add the following definition of “Unrestricted Cash” in appropriate alphabetical order:
“Unrestricted Cash” shall mean unrestricted cash and cash equivalents held or owned by, credited to the account of, or otherwise reflected as an asset on the balance sheet of, ViacomCBS and its Consolidated Subsidiaries.
[[5772876]]
2
SECTION 3. Representations and Warranties. ViacomCBS represents and warrants to the other parties hereto that:
(a) This Amendment has been duly executed and delivered by ViacomCBS and constitutes a legal, valid and binding obligation of ViacomCBS, enforceable in accordance with its terms except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(b) On and as of the date hereof, (i) each of the representations and warranties set forth in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 of the Credit Agreement are true and correct in all material respects on and as of such date 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 and (ii) no Default or Event of Default has occurred and is continuing.
SECTION 4. Effectiveness of this Amendment. This Amendment and the amendment of the Credit Agreement as set forth in Section 2 hereof shall become effective as of the first date (the “Amendment No. 2 Effective Date”) on which each of the following conditions shall have been satisfied or waived:
(a) The Administrative Agent shall have executed a counterpart of this Amendment and shall have received from ViacomCBS and the Required Lenders either (i) a counterpart of this Amendment signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include email transmission of a signed signature page of this Amendment) that such parties have signed a counterpart of this Amendment.
(b) The Administrative Agent shall have received reimbursement of all reasonable out-of-pocket expenses incurred by it in connection with this Amendment that are required to be reimbursed or paid by ViacomCBS under the Credit Agreement, to the extent invoiced not less than two Business Days before the Amendment No. 2 Effective Date.
The Administrative Agent shall promptly notify ViacomCBS and the Lenders of the Amendment No. 2 Effective Date, and such notice shall be conclusive and binding.
SECTION 5. Effect of Amendment; No Novation. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, the Lenders or the Issuing Lenders under the Credit Agreement and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which shall continue in full force and effect in accordance with the provisions thereof. Nothing herein shall be deemed to entitle
[[5772876]]
3
any of the Borrowers on any other occasion to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement in similar or different circumstances. Neither this Amendment nor any provision hereof may be waived, amended or modified except in accordance with the provisions of Section 9.8 of the Credit Agreement.
(b) On and after the Amendment No. 2 Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, as used in the Credit Agreement, shall refer to the Credit Agreement as amended hereby. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement.
(c) Neither this Amendment nor the effectiveness of the amendments to the Credit Agreement effected hereby shall extinguish the obligations for the payment of money outstanding under the Credit Agreement. Nothing herein contained shall be construed as a substitution or novation of any of the obligations outstanding under the Credit Agreement, which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Amendment or the Credit Agreement shall be construed as a release or other discharge of any of the Borrowers under the Credit Agreement from any of its obligations and liabilities thereunder, as amended hereby.
SECTION 6. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by fax, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment and/or any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.
SECTION 7. Governing Law. This Amendment shall be construed, and the rights of the parties hereto determined, in accordance with and governed by the law of the State of New York.
SECTION 8. Incorporation by Reference. Sections 9.10, 9.11, 9.13 and 9.14 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.
[The remainder of this page intentionally left blank.]
[[5772876]]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.
VIACOMCBS INC.
by
 /s/ James C. Morrison
Name:James C. Morrison
Title:Executive Vice President,
Treasurer

[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

JPMORGAN CHASE BANK, N.A., as the
Administrative Agent and a Lender,
by
 /s/ John Kowalczuk

Name: John Kowalczuk

Title: Executive Director
[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

CITIBANK, N.A.
By:
 /s/ Michael Vondriska

Name: Michael Vondriska
Title: Vice President


[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

BANK OF AMERICA, N.A.
Lender Name
By:
 /s/ Jonathan Tristan

Name: Jonathan Tristan

Title: Vice President


[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

WELLS FARGO BANK, NATIONAL
ASSOCIATION
Lender Name
By:
 /s/ Evan Waschitz

Name: Evan Waschitz

Title: Director


[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
By:
 /s/ Ming K. Chu
Name: Ming K. Chu
Title: Director
By:
 /s/ Douglas Darman
Name: Douglas Darman
Title: Director


[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

Goldman Sachs Bank USA
By:
 /s/ Dan Martis
Name: Dan Martis
Title: Authorized Signatory


[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

Mizuho Bank, Ltd.
By:
 /s/ Tracy Rahn

Name: Tracy Rahn

Title: Executive Director


[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

BNP PARIBAS
Lender Name
By:
 /s/ Barbara Nash

Name: Barbara Nash

Title: Managing Director
For Lenders that require an additional
signature:
By:
 /s/ Maria Mulic

Name: Maria Mulic

Title: Managing Director





[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

CREDIT SUISSE AG, Cayman Islands Branch
By:
 /s/ Doreen Barr

Name: Doreen Barr

Title: Authorized Signatory
By:
 /s/ Cassandra Droogan

Name: Cassandra Droogan

Title: Authorized Signatory


[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

ROYAL BANK OF CANADA, as a Lender
By:
 /s/ Alfonse Simone

Name: Alfonse Simone

Title: Authorized Signatory


[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

U.S. Bank National Association
Lender Name
By:
 /s/ Steven J. Correll

Name: Steven J. Correll

Title: Senior Vice President
For Lenders that require an additional
signature:
By:

Name:

Title:


[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

Morgan Stanley Bank, N.A. as a Revolving Lender
By:
 /s/ Brandon Weiss

Name: Brandon Weiss

Title: Vice President


[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

MUFG Bank, Ltd.
By:
 /s/ Marlon Mathews

Name: Marlon Mathews

Title: Director


[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

SOCIETE GENERALE
Lender Name
By:
 /s/ Richard Bernal

Name: Richard Bernal

Title: Managing Director


[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

SUMITOMO MITSUI BANKING CORPORATION
Lender Name
By:
 /s/ Nabeel Shah

Name: Nabeel Shah

Title: Director


[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

The Toronto-Dominion Bank, New York Branch
Lender Name
By:
 /s/ Tyrone Nicholson

Name: Tyrone Nicholson

Title: Manager - Corporate Lending Operations
For Lenders that require an additional
signature:
By:

Name:

Title:


[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

Industrial and Commercial Bank of China Limited, New York Branch
Lender Name
By:
 /s/ Yu Wang

Name: Yu Wang

Title: Director
By:
 /s/ Yuanyuan Peng

Name: Yuanyuan Peng

Title: Executive Director


[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

INTESA SANPAOLO S.P.A. – NEW YORK BRANCH
By:
 /s/ Glen Binder

Name: Glen Binder

Title: Global Relationship Manager
For Lenders that require an additional
signature:
By: /s/ Manuela Insana

Name: Manuela Insana

Title: Relationship Manager


[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

The Bank of New York Mellon
Lender Name
By:
 /s/ Shaf Hasan

Name: Shaf Hasan

Title: Director


[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

Lender Name: The Northern Trust Company
By:
 /s/ Eric Siebert

Name: Eric Siebert

Title: Senior Vice President


[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

Truist Bank, as a Lender
By:
 /s/ Kyle Giesel

Name: Kyle Giesel

Title: Vice President


[Signature Page to Amendment No. 2 to the Credit Agreement of ViacomCBS Inc.]

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
6/30/24
3/31/2210-Q
Filed on:2/15/224,  8-K
2/14/22SC 13G/A
For Period end:12/31/2111-K
12/9/218-K
1/23/208-K
 List all Filings 

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  Paramount Global                  10-K       12/31/23  145:21M
 2/16/23  Paramount Global                  10-K       12/31/22  151:23M
 3/28/22  Paramount Global                  424B2                  2:611K                                   Donnelley … Solutions/FA
 3/24/22  Paramount Global                  424B3                  1:561K                                   Donnelley … Solutions/FA

30 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/14/21  Paramount Global                  8-K:1,9    12/09/21   12:985K                                   Shearman & Sterling LLP
11/04/21  Paramount Global                  10-Q        9/30/21  102:12M
 3/26/21  Paramount Global                  8-K:3,5,8,9 3/23/21   16:1.1M                                   Donnelley … Solutions/FA
 2/24/21  Paramount Global                  10-K       12/31/20  170:25M
 8/06/20  Paramount Global                  10-Q        6/30/20   96:12M
 3/27/20  Paramount Global                  S-3ASR      3/27/20    6:1M                                     Donnelley … Solutions/FA
 2/20/20  Paramount Global                  10-K       12/31/19  158:33M
 1/23/20  Paramount Global                  8-K:1,2,9   1/23/20   12:962K                                   Shearman & Sterling LLP
12/04/19  Paramount Global                  8-K:2,3,5,812/03/19   17:535K                                   Donnelley … Solutions/FA
10/17/19  Paramount Global                  8-K:1,3,9  10/16/19   12:222K                                   Donnelley … Solutions/FA
10/17/19  Paramount Global                  S-4                   28:5.8M                                   Donnelley … Solutions/FA
 8/19/19  Paramount Global                  8-K:1,5,9   8/13/19   15:1.3M                                   Donnelley … Solutions/FA
 2/15/19  Paramount Global                  10-K       12/31/18  150:31M
 2/05/19  Viacom Inc.                       10-Q       12/31/18   80:5.7M
 9/10/18  Paramount Global                  8-K:1,5,7,9 9/09/18    5:271K                                   Donnelley … Solutions/FA
 8/04/16  Viacom Inc.                       10-Q        6/30/16   65:5.9M
 8/05/15  Paramount Global                  10-Q        6/30/15   66:11M
 2/13/15  Paramount Global                  10-K       12/31/14  115:38M
 1/23/15  Viacom Inc.                       DEF 14A     3/16/15    1:1.3M                                   Donnelley … Solutions/FA
 2/15/13  Paramount Global                  10-K       12/21/12  105:25M                                    Toppan Merrill-FA
 2/23/12  Paramount Global                  10-K       12/31/11  111:25M                                    Toppan Merrill-FA
 2/25/11  Paramount Global                  10-K       12/31/10  114:35M                                    Toppan Merrill-FA
11/12/10  Viacom Inc.                       10-KT®      9/30/10   95:21M                                    Donnelley … Solutions/FA
 4/05/10  Paramount Global                  8-K:8,9     3/30/10    6:304K                                   Donnelley … Solutions/FA
 9/18/09  Paramount Global                  8-K:1,9     9/15/09    2:115K
11/03/08  Paramount Global                  S-3ASR     11/03/08   10:2.5M                                   Cravath Swaine & … 01/FA
 2/28/08  Viacom Inc.                       10-K       12/31/07   13:2.6M                                   Donnelley … Solutions/FA
 4/17/06  Viacom Inc.                       8-K:1,2,9   4/12/06    5:974K
 3/16/06  Paramount Global                  10-K       12/31/05   22:2.2M                                   Toppan Merrill-FA
11/15/99  CBS Corp.                         10-Q        9/30/99    8:371K                                   Toppan Merrill-FA2/FA
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