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CBS Corp – ‘10-K’ for 12/31/95 – EX-4.(H)

As of: Monday, 4/1/96 · For: 12/31/95 · Accession #: 950112-96-1003 · File #: 1-09553

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

 4/01/96  CBS Corp                          10-K       12/31/95   12:650K                                   Merrill Corporate/FA

Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Viacom Inc.                                          107    510K 
 2: EX-4.(F)    Instrument Defining the Rights of Security Holders   100    236K 
 3: EX-4.(G)    Instrument Defining the Rights of Security Holders    81    187K 
 4: EX-4.(H)    Instrument Defining the Rights of Security Holders    37     76K 
 5: EX-10.(C)   Material Contract                                      4     21K 
 6: EX-10.(L)   Material Contract                                     14     54K 
 7: EX-10.(M)   Material Contract                                     14     53K 
 8: EX-11       Statement re: Computation of Earnings Per Share        2±    13K 
 9: EX-21       Subsidiaries of the Registrant                        13     83K 
10: EX-23.(A)   Consent of Experts or Counsel                          1      7K 
11: EX-24       Power of Attorney                                      9     21K 
12: EX-27       Financial Data Schedule (Pre-XBRL)                     1     10K

EX-4.(H) — Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Amendment Amendment No. 1
1	1st Page - Filing Submission
"	Amendment No. 1
13	Amendment

EX-4.(H) 1st Page of 37 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 AMENDMENT NO. 1

           AMENDMENT NO. 1, dated as of May 15, 1995 ("Amendment No. 1"), to the
$1.8 BILLION CREDIT AGREEMENT, dated as of September 29, 1994 (the "Credit      
Agreement"), among VIACOM INC., a Delaware corporation ("Viacom"), each of the  
several Banks, 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, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as a Managing  
Agent, JP MORGAN SECURITIES INC., as the Syndication Agent, BANK OF AMERICA     
NT&SA, as a Managing Agent, and the Banks identified as Agents on the signature 
pages thereof, as Agents.                                                       

W I T N E S S E T H:

    WHEREAS, Viacom has requested certain amendments to be made to
certain provisions of the Credit Agreement; and                                 

      WHEREAS, the parties who have heretofore entered into the Credit
Agreement now desire to amend such provisions of such agreement.                

NOW, THEREFORE, the parties hereto agree as follows:      

          SECTION 1. Amendments. (a) The definition of EBIDT in Section 1.1 of
the Credit Agreement is hereby amended by:                                      

           (i) deleting clause (a)(ii) in its entirety and replacing it with the
following:                                                                      

               "(ii) amortization expense (including all amortization expenses
       recognized in accordance with APB 16 and 17 but excluding (A) all
       other amortization of programming, production and pre-publication
costs and (B) amortization of videocassettes)";           

and                                                                             

          (ii) deleting the phrase ", less (c) Net Video Tape Purchases" after
the word "definition" at the end of clause (b).                                 

         (b) Section 1.1 of the Credit Agreement is hereby amended to delete
the definition of Net Video Tape Purchases.                                     

EX-4.(H) 2nd Page of 37 TOC 1st Previous Next ↓Bottom Just 2nd
          (c) The definition of "Applicable Eurodollar Rate Margin" in Section
1.1 of the Credit Agreement is hereby amended by deleting the proviso in its    
entirety and replacing it with the following:                                   

           "provided, however, that if the ratings assigned by S&P and
          Moody's shall differ, the Credit Rating shall be the rating which is
the higher rating".                                       

      (d) Section 3.4 (a) of the Credit Agreement is hereby amended by
deleting the proviso in its entirety and replacing it with the following:       

           "provided, however, that if the ratings assigned by S&P and
          Moody's shall differ, the Credit Rating shall be the rating which is
the higher rating".                                       

  (e) Section 8.6 of the Credit Agreement is hereby amended by
replacing it in its entirety with the following:                                

               "8.6.Subsidiary Indebtedness. The Borrower shall not permit any
      of its Subsidiaries, other than a Guarantor Subsidiary, to incur
         Indebtedness for borrowed money other than (a) the Subsidiary Loans
        (as defined in the July Agreements), (b) under existing facilities
      identified on Schedule 8.6 or any replacement facilities thereto
         which in the aggregate do not exceed the amounts of the commitments
           reflected on such Schedule and (c) Indebtedness for borrowed money in
       the total amount of $25 million for all Subsidiaries other than a
Guarantor Subsidiary."                                    

  (f) Section 8.7 of the Credit Agreement is hereby amended by
inserting the following after the words "Commercial Paper" in the parentheses:  

             "and up to $500 million of Indebtedness with maturities of no
         less than seven years from the date such Indebtedness is incurred".

           SECTION 2. Effectiveness. This Amendment No. 1 will be effective upon
the execution thereof by each of Viacom, the Guarantor Subsidiary and (i) except
in the case of the amendments contained in Sections 1(c) and (d) hereof, the    

2 

EX-4.(H) 3rd Page of 37 TOC 1st Previous Next ↓Bottom Just 3rd
Majority Banks and (ii) in the case of the amendments contained in Sections 1(c)
and (d) hereof, each of the Banks.                                              

         SECTION 3. Representations and Warranties. Each of the Borrower and
the Guarantor Subsidiary hereby represents and warrants that as of the date     
hereof, both before and after giving effect to this Amendment No. 1, 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 No. 1 shall be a Loan Document for the purposes of
the Credit Agreement.                                                           

           (d) This Amendment No. 1 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 No. 1 by telecopier shall be effective as      
delivery of a manually executed counterpart of this Amendment No. 1.            

    (e) THIS AMENDMENT NO. 1 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.                                                       

         SECTION 5. Guarantor Subsidiary Confirmation. By signing below, the
Guarantor Subsidiary hereby agrees to the terms of the foregoing Amendment No. 1
and confirms that the VII Guarantee remains in full force and effect.           

3 

EX-4.(H) 4th Page of 37 TOC 1st Previous Next ↓Bottom Just 4th
          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

                        VIACOM INTERNATIONAL INC., as a Subsidiary
Guarantor         

     By: /s/ Vaughn A. Clark
                ----------------------------
         Name: Vaughn A. Clark
                 Title: Senior Vice President,
           Treasurer

Managing Agents   

                          THE BANK OF NEW YORK, as Managing Agent, the
            Documentation Agent and a Bank

        By: /s/ Geoffrey C. Brooks
                ----------------------------
            Name: Geoffrey C. Brooks
         Title: Vice President

                    CITIBANK, N.A., as Managing Agent, the
             Administrative Agent and a Bank

         By: /s/ Margaret C. Ullrich
                ----------------------------
             Name: Margaret C. Ullrich
         Title: Vice President

4 

EX-4.(H) 5th Page of 37 TOC 1st Previous Next ↓Bottom Just 5th
                           MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
       Managing Agent and a Bank

        By: /s/ Mathias Blumschein
                ----------------------------
            Name: Mathias Blumschein
    Title: Associate

                            BANK OF AMERICA NT&SA, as Managing Agent and a
Bank              

 By:/s/ Amy S. Trapp
                ----------------------------
      Name: Amy S. Trapp
         Title: Vice President

Syndication Agent 

                           JP MORGAN SECURITIES INC., as the Syndication
Agent             

     By: /s/ Barbara J. Asch
                ----------------------------
         Name: Barbara J. Asch
        Title:Vice President

Agents            

                   BANK OF MONTREAL, as Agent and a Bank

By: /s/ Yvonne Bos
                ----------------------------
    Name: Yvonne Bos
           Title:Managing Director

5 

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                          THE BANK OF NOVA SCOTIA, as Agent and a Bank

         By: /s/ Vince J. Fitzgerald
                ----------------------------
              Name:  Vince J. Fitzgerald
                   Title: Senior Relationship Mgr.

                              BANK OF TOKYO TRUST COMPANY, as Agent and a Bank

  By: /s/ Charles Poer
                ----------------------------
      Name: Charles Poer
                   Title: Vice President & Manager

                 BANQUE PARIBAS, as Agent and a Bank

   By: /s/ Nicole Cawley
                ----------------------------
       Name: Nicole Cawley
        Title:Vice President

       By: /s/ Cynthia D. Hewitt
                ----------------------------
           Name: Cynthia D. Hewitt
         Title: Vice President

                    BARCLAYS BANK PLC, as Agent and a Bank

        By: /s/ Michael W. Ballard
                ----------------------------
            Name: Michael W. Ballard
            Title:Associate Director

                              THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
 as Agent and a Bank

      By: /s/ Bruce Longenkamp
                ----------------------------
          Name: Bruce Longenkamp
        Title:Vice President

6 

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                CHEMICAL BANK, as Agent and a Bank

     By: /s/ Mary E. Cameron
                ----------------------------
         Name: Mary E. Cameron
         Title: Vice President

                            CREDIT LYONNAIS CAYMAN ISLAND BRANCH, as Agent
and a Bank        

           By: /s/ M. Bernadette Collins
                ----------------------------
               Name: M. Bernadette Collins
              Title:Authorized Signature

                             THE DAI-ICHI KANGYO BANK LTD., NEW YORK BRANCH,
 as Agent and a Bank

 By: /s/ Shinya Wako
                ----------------------------
     Name: Shinya Wako
               Title:Senior Vice President
                       and Department Head

                         THE FUJI BANK, LIMITED, as Agent and a Bank

        By: /s/ Kazuaki Kitabatake
                ----------------------------
            Name: Kazuaki Kitabatake
               Title:Joint General Manager

7 

EX-4.(H) 8th Page of 37 TOC 1st Previous Next ↓Bottom Just 8th
                              THE INDUSTRIAL BANK OF JAPAN, LTD., as Agent and
a Bank            

  By: /s/ Jeffrey Cole
                ----------------------------
      Name: Jeffrey Cole
               Title:Senior Vice President

                     LTCB TRUST COMPANY, as Agent and a Bank

  By: /s/ John A. Krob
                ----------------------------
Name: John A. Krob
                Title: Senior Vice President

                    MELLON BANK, N.A., as Agent and a Bank

    By: /s/ G. Luis Ashley
                ----------------------------
        Name: G. Luis Ashley
               Title: First Vice President

                               THE MITSUBISHI BANK, LIMITED, as Agent and a Bank

   By: /s/ Paula Mueller
                ----------------------------
       Name: Paula Mueller
         Title: Vice President

8 

EX-4.(H) 9th Page of 37 TOC 1st Previous Next ↓Bottom Just 9th
                            THE MITSUBISHI TRUST & BANKING CORPORATION, as
Agent and a Bank  

            By: /s/ Patricia Loret de Mola
                Name: Patricia Loret de Mola
                Title: Senior Vice President

                             NATIONSBANK OF TEXAS, N.A., as Agent and a Bank

   By: /s/ Chad E. Coben
                ----------------------------
       Name: Chad E. Coben
         Title: Vice President

                               THE NIPPON CREDIT BANK, LTD., LOS ANGELES AGENCY,
 as Agent and a Bank

                 By: /s/ Bernardo E. Correa-Henschke
                    --------------------------------
                      Name:  Bernardo E. Correa-Henschke
                     Title: Vice President and Manager

                       ROYAL BANK OF CANADA, as Agent and a Bank

     By: /s/ Eduardo Salazar
                ----------------------------
         Name: Eduardo Salazar
         Title: Senior Manager

9 

EX-4.(H) 10th Page of 37 TOC 1st Previous Next ↓Bottom Just 10th
                           THE SAKURA BANK, LIMITED, as Agent and a Bank

        By:  /s/ Hiroshi Shimazaki
                ----------------------------
           Name: Hiroshi Shimazaki
                            Title: Senior Vice President and Manager

                       THE SANWA BANK, LTD., as Agent and a Bank

         By: /s/ Dominic J. Sorresso
             Name: Dominic J. Sorresso
        Title:Vice President

                   SOCIETE GENERALE, as Agent and a Bank

      By: /s/ Pascale Hainline
                ----------------------------
          Name: Pascale Hainline
        Title:Vice President

                             THE SUMITOMO BANK, LIMITED, NEW YORK BRANCH, as
Agent and a Bank  

By:/s/ S. Higashi 
                ----------------------------
    Name: S. Higashi
                Title: Joint General Manager

                          THE TOKAI BANK, LIMITED, NEW YORK BRANCH, as
Agent and a Bank  

   By: /s/ Masaharu Muto
                ----------------------------
       Name: Masaharu Muto
                 Title: Deputy General Manager

10

EX-4.(H) 11th Page of 37 TOC 1st Previous Next ↓Bottom Just 11th
                            THE TORONTO-DOMINION BANK, as Agent and a Bank

  By: /s/ Neva Nesbitt
                ----------------------------
      Name: Neva Nesbitt
               Title:Manager Credit Admin.

             UNION BANK, as Agent and a Bank

      By: /s/ J. Kevin Sampson
                ----------------------------
          Name: J. Kevin Sampson
Title:      

                            UNION BANK OF SWITZERLAND, as Agent and a Bank

       By: /s/ James P. Kelleher
                ----------------------------
           Name: James P. Kelleher
                   Title: Assistant Vice President

      By: /s/ Peter B. Yearley
                ----------------------------
          Name: Peter B. Yearley
         Title: Vice President

                CREDIT SUISSE, as Agent and a Bank

     By: /s/ Michael C. Mast
                ----------------------------
         Name: Michael C. Mast
                      Title: Member of Senior Management

11

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     By: /s/ Kristina Catlin
                ----------------------------
         Name: Kristina Catlin
    Title: Associate

                           DEUTSCHE BANK AG, through its New York and/or
                        Cayman Islands Branch, as Agent and a Bank

      By: /s/ Steven M. Godeke
                ----------------------------
          Name: Steven M. Godeke
         Title: Vice President

    By: /s/ Bina R. Dabbah
                ----------------------------
        Name: Bina R. Dabbah
         Title: Vice President

                       FIRST INTERSTATE BANK OF WASHINGTON, N.A.

     By:/s/ Susan Hendrixson
                ----------------------------
          Name: Susan Hendrixson
         Title: Vice President

12

EX-4.(H) 13th Page of 37 TOC 1st Previous Next ↓Bottom Just 13th
 AMENDMENT

        This Amendment ("Amendment"), dated as of November 17, 1995, shall
be:                                                                             

       AMENDMENT NO. 2 to the $1.8 BILLION CREDIT AGREEMENT, dated as of
September 29, 1994, as amended, (the "Credit Agreement") among VIACOM Inc., a   
Delaware corporation ("Viacom"), each of the several Banks, 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, MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as a Managing Agent, JP MORGAN SECURITIES INC., as the Syndication    
Agent, BANK OF AMERICA NT&SA, as a Managing Agent, the Banks identified as      
Agents of the signature pages thereof, as Agents.                               

 WITNESSETH:

           WHEREAS, Viacom, Viacom International Inc., a wholly-owned subsidiary
of Viacom ("VII"), Viacom International Services Inc., a wholly-owned subsidiary
of VII ("VII Services"), Tele-Communications Inc. ("TCI"), and TCI              
Communications Inc. ("TCI Sub"), a wholly -owned subsidiary of TCI, have entered
into a series of agreements ("the Transaction Documents", which are listed on   
Schedule I attached hereto) pursuant to which (i) VII will convey to VII        
Services proceeds from the $1.7 billion bank debt described below and all of its
assets relating to business operations other than the cable television business 
(the "Non Cable Businesses"), and VII Services will assume all of VII's         
liabilities (including its existing public debt and bank debt) other than the   
$1.7 Billion bank debt described below and liabilities relating to the cable    
television business (the "Cable Business"), (ii) VII will distribute the stock  
of VII Services to Viacom (the "First Distribution"), (iii) VII, after giving   
effect to the First Distribution, will be solely engaged in the Cable Business  
and VII will be recapitalized with new VII Class A common stock, (iv) the Class 
A common stock of VII will be split off to the shareholders of Viacom in an     
exchange offer (the "Exchange Offer") in which shares of Viacom common stock    
will be exchanged for shares of VII Class A common stock, (v) VII prior to the  
expiration of the Exchange Offer will borrow $1.7 billion from a syndicate of   
lenders, the proceeds of which will be deposited in a secured collateral account

1 

EX-4.(H) 14th Page of 37 TOC 1st Previous Next ↓Bottom Just 14th
until the date of consummation of the Exchange Offer when VII will transfer such
proceeds to VII Services as described above, and (vi) immediately after the     
split off, TCI has agreed to purchase Class B common stock of VII and the Class 
A common stock will be automatically converted upon such purchase into preferred
stock, and (vii) VII will no longer be a subsidiary of Viacom and will be       
renamed TCI Pacific Communications Inc. and VII Services will be renamed Viacom 
International Inc. (collectively the "Cable Transaction"); and                  

        WHEREAS, Viacom has requested certain amendments to be made to and
certain consents obtained with respect to certain provisions of the Credit      
Agreement; and                                                                  

      WHEREAS, the parties who have heretofore entered into the Credit
Agreement now desire to amend certain provisions of such agreement and for the  
Majority Banks to consent to the waiver of the application of certain other     
provisions in connection with the Cable Transaction                             

NOW THEREFORE, the parties hereto agree as follows:       

SECTION 1.  Amendments.                                   

            (a) Section 8.6 of the Credit Agreement is hereby amended by
replacing it in its entirety with the following:                                

                "8.6. Subsidiary Indebtedness.  The Borrower shall not
permit any of its Subsidiaries, other than the Guarantor Subsidiary, to incur   
Indebtedness for borrowed money other than (a) the Subsidiary Loans (as defined 
in the Subsidiary Facility), (b) under existing facilities identified on        
Schedule 8.6 to this Amendment No. 2 or any replacement facilities thereto which
in the aggregate do not exceed the amounts of the commitments on such Schedule  
and (c) Indebtedness for borrowed money in an aggregate amount at any time      
outstanding of not more than $300 million; provided, however, the aggregate     
amount of Indebtedness for borrowed money scheduled to mature earlier than six  
months after the Commitment Termination Date at any time permitted to be        
outstanding under 8.6(c) and 8.7(b) may not exceed $300 million.                

2 

EX-4.(H) 15th Page of 37 TOC 1st Previous Next ↓Bottom Just 15th
            (b) Section 8.7 of the Credit Agreement is hereby amended by
replacing it in its entirety with the following:                                

                 "8.7. Other Restrictions on Indebtedness.  The Borrower
shall not, and shall not permit the Guarantor Subsidiary to, incur Indebtedness 
for borrowed money maturing earlier than six months after the Commitment        
Termination Date other than (a) Commercial Paper and (b) up to $300 million at  
any time outstanding (less the aggregate amount outstanding under 8.6(c)        
scheduled to mature earlier than six months after the Commitment Termination    
Date) and on terms no more onerous than the terms hereof."                      

             (c) Section 11.1 of the Credit Agreement is hereby amended by
deleting the word "or" preceding clause (f) therein, and inserting the following
new clause (g): "or (g) amend clause (i) of Section 11.6".                      

                (d) Clause (i) of Section 11.6 of the Credit Agreement is hereby
amended to read in its entirety as follows: "the Borrower shall have no right to
assign its rights or obligations hereunder or any interest herein (and any such 
purported assignment shall be void) without the prior consent of the Banks      
except in connection with any (x) merger or consolidation permitted under       
Section 10.2 or the (y) merger, consolidation or sale of assets consented to by 
the Majority Banks".                                                            

     SECTION 2.  Consents. In connection with the Cable Transaction:

          (a) On the Cable Transaction Effective Date, the Guarantor
Subsidiary may assign all of its rights and obligations under the VII Guaranty  
to VII Services (which will change its name to Viacom International Inc.) if in 
connection therewith VII Services (i) assumes all of the obligations of VII     
under the VII Guaranty and (ii) receives an assignment of the Non Cable         
Businesses. VII Services will become the Guarantor Subsidiary and VII will be   
released from all of its obligations thereunder.                                

          (b) Prior to the expiration of the Exchange Offer, VII may
borrow $1.7 billion from a syndicate of banks on terms permitted pursuant to the
Transaction Documents substantially in the form of those in effect at the date  
hereof and may grant such banks a Lien on such funds until they are released to 

3 

EX-4.(H) 16th Page of 37 TOC 1st Previous Next ↓Bottom Just 16th
VII Services on the date of consummation of the Exchange Offer and a Lien on    
rights under the Subscription Agreement referred to in Schedule I.              

                (c) After the Cable Transaction Effective Date, VII Services may
hold certain cable franchises for the benefit of VII until regulatory approvals 
are obtained and may assign the receivables related to such franchises to the   
banks lending to VII.                                                           

               (d) For purposes of the Credit Agreement, the $1.7 Billion loan
to VII shall not be considered Indebtedness of the Borrower or any of its       
Subsidiaries.                                                                   

       Upon the execution and delivery hereof by the Majority Banks, the
Majority Banks shall have consented to each of the foregoing relating to the    
Cable Transaction and, to the extent any of the matters described in (a) - (e)  
above are otherwise inconsistent with the terms of the Credit Agreement, as     
hereby amended, this Amendment shall constitute a waiver of the provisions      
thereof to the extent necessary to permit the Cable Transaction.                

       SECTION 3. Assumption of Liabilities. As of the Cable Transaction
Effective Date, VII Services hereby expressly assumes and agrees to pay, satisfy
and perform when due all liabilities of VII under each Loan Document to which   
VII is a party. For purposes of clarity, VII's obligations under the $1.7       
billion bank debt described above will not be assumed by VII Services.          

        SECTION 4. Effectiveness This Amendment will be effective upon the
execution hereof by each of Viacom, the Guarantor Subsidiary, VII Services, and 
the Majority Banks.                                                             

        SECTION 5. Representations and Warranties Each of the Borrower and
the Guarantor Subsidiary hereby represents and warrants that (i) as of the date 
hereof, both before and after giving effect to this Amendment, and (ii) as of   
the date of, and after giving effect to consummation of, the Cable Transaction, 
no Default or Event of Default shall exist or be continuing under the Credit    
Agreement.                                                                      

           SECTION 6. 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 or waived hereby, all of the terms of the

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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.                                                              

          SECTION 7. Covenant. Viacom shall within two Business Days following
the Cable Transaction Effective Date deliver to the Documentation Agent, dated  
as of the Cable Transaction Effective Date, as to VII Services only:            

            (i) each of the documents referred to in Section 4.1(a), (b) and (c)
of the Credit Agreement;                                                        

         (ii) a favorable opinion of Shearman & Sterling, special counsel to
the Loan Parties, with respect to this Amendment substantially to the same      
effect as contemplated by paragraph 1 of Exhibit E-1 to the Credit Agreement;   
and                                                                             

       (iii) a favorable opinion of Philippe P. Dauman, General Counsel to
the Loan Parties, with respect to this Amendment substantially to the same      
effect as contemplated by paragraphs 1 - 6 of Exhibit E-2 to the Credit         
Agreement.                                                                      

         SECTION 8. Guarantor Subsidiary Confirmation. By signing below, the
Guarantor Subsidiary hereby agrees to the terms of the foregoing Amendment and  
confirms that the VII Guarantee remains in full force and effect.               

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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/ Vaughn A. Clarke    
          --------------------------------
Name: Vaughn A. Clarke
      Title: Senior Vice President

              VIACOM INTERNATIONAL INC., as a Subsidiary
          Borrower and as a Guarantor Subsidiary

By: /s/ Vaughn A. Clarke    
          --------------------------------
Name: Vaughn A. Clarke
      Title: Senior Vice President

                    On behalf of the following Subsidiary Borrowers:

      VIACOM CABLEVISION OF DAYTON INC.,

WNYT INC.,                  

WMZQ INC. and               

WVIT INC.,                  

By:/s/ Vaughn A. Clarke     
          --------------------------------
 Name:  Vaughn A. Clarke
      Title: Senior Vice President

      VIACOM INTERNATIONAL SERVICES INC.

By:/s/ Vaughn A. Clarke     
          --------------------------------
 Name:  Vaughn A. Clarke
      Title: Senior Vice President

CREDIT SUISSE               

By:/s/ J. Hamilton Crawford 
          --------------------------------
    Name: J. Hamilton Crawford
Title: Associate      

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SOCIETE GENERALE            

By:/s/ Elaine I. Khalil     
          --------------------------------
 Name:  Elaine I. Khalil
Title: Vice President 

THE BANK OF NEW YORK        

By:/s/ Geoffrey C. Brooks   
          --------------------------------
  Name: Geoffrey C. Brooks
Title: Vice President 

   THE BANK OF TOKYO TRUST COMPANY

By:/s/ John P. Judge        
          --------------------------------
Name:  John P. Judge  
Title: Vice President 

      THE TOYO TRUST & BANKING CO., LTD.

By:/s/ Hiroyuki Fukuro      
          --------------------------------
Name:  Hiroyuki Fukuro
Title: Vice President 

       FIRST INTERSTATE BANK OF WASHINGTON

By:/s/ Susan Hendrixson     
          --------------------------------
 Name:  Susan Hendrixson
Title: Vice President 

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UNION BANK OF SWITZERLAND   

By:/s/ Stephen A. Cayer     
          --------------------------------
 Name:  Stephen A. Cayer
Title: Assistant Treasurer

By:/s/ Peter B. Yearly      
          --------------------------------
Name:  Peter B. Yearly
Title: Vice President 

MITSUBISHI BANK, LTD.       

By:/s/ Paula Mueller        
          --------------------------------
Name:  Paula Mueller  
Title:                

                THE MITSUBISHI TRUST AND BANKING CORPORATION

 By:/s/ Patricia Loret De Mola
          --------------------------------
      Name: Patricia Loret De Mola
      Title: Senior Vice President

THE SUMITOMO BANK, LTD.     

By:/s/ S. Higashi           
          --------------------------------
Name: S. Higashi      
      Title: Joint General Manager

THE NIPPON CREDIT BANK, LTD.

      By:/s/ Bernardo E. Correa-Henschke
          --------------------------------
           Name: Bernardo E. Correa-Henschke
         Title: Vice President & Manager

8 

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THE SAKURA BANK, LTD.       

By:/s/ Hiroshi Shimazaki    
          --------------------------------
 Name: Hiroshi Shimazaki
      Title: Senior Vice President
 & Manager

THE ROYAL BANK OF CANADA    

By:/s/ Cynthia K. Wong      
          --------------------------------
Name:  Cynthia K. Wong
Title: Manager        

THE SANWA BANK, LTD.        

By: /s/ Dominic J. Sorresso 
          --------------------------------
   Name: Dominic J. Sorresso
Title: Vice President 

TOKAI BANK, LTD.            

By:/s/ Stuart Schulman      
          --------------------------------
Name:  Stuart Schulman
      Title: Senior Vice President

CHEMICAL BANK               

By:/s/ John J. Huber III    
          --------------------------------
 Name: John J. Huber III
  Title: Managing Director

9 

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 THE DAI-CHI KANGYO BANK, LTD.

By:/s/ Ronald Wolinsky      
          --------------------------------
Name:  Ronald Wolinsky
              Title: Vice President & Group Leader

             MORGAN GUARANTY TRUST COMPANY OF NEW YORK

By:/s/ R. BLake Witherington
          --------------------------------
     Name: R. BLake Witherington
Title: Vice President 

10

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CITIBANK, N.A.              

By:/s/ Margaret C. Ullrich  
          --------------------------------
   Name: Margaret C. Ullrich
Title: Vice President 

MELLON BANK, N.A.           

By: /s/ G. Luis Ashley      
          --------------------------------
Name:  G. Luis Ashley 
     Title: First Vice President

             COMPAGNIE FINANCIERE DE CIC ET DE L'UNION
EUROPENNE                   

By:/s/ Brian O'Leary        
          --------------------------------
Name:  Brian O'Leary  
Title: Vice President 

By:/s/ Marcus Edward        
          --------------------------------
Name:  Marcus Edward  
Title: Vice President 

THE BANK OF NOVA SCOTIA     

  By:/s/ Vincent Fitzgerald, Jr.
          --------------------------------
       Name: Vincent Fitzgerald, Jr.
     Title: Authorized Signatory

THE FUJI BANK, LTD.         

By:/s/ Katsunori Nozawa     
          --------------------------------
 Name:  Katsunori Nozawa
         Title: Vice President & Manager

11

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            THE LONG-TERM CREDIT BANK OF JAPAN, LTD.

By:/s/ John A. Krob         
          --------------------------------
Name:  John A. Krob   
       Title: Deputy General Manager

BANK OF AMERICA             

By:/s/ Amy S. Trapp         
          --------------------------------
Name:  Amy S. Trapp   
Title: Vice President 

NATIONSBANK OF TEXAS, N.A.  

By:/s/ Chad E. Coben        
          --------------------------------
Name:  Chad E. Coben  
Title: Vice President 

DEUTSCHE BANK               

By:/s/ Steven M. Godeke     
          --------------------------------
 Name:  Steven M. Godele
Title: Vice President 

By:/s/ Bina R. Dabbah       
          --------------------------------
Name:  Bina R. Dabbah 
Title: Vice President 

12

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UNION BANK                  

By:/s/ Gabriel A. Renga     
          --------------------------------
 Name:  Gabriel A. Renga
      Title: Senior Vice President

THE TORONTO DOMINION BANK   

By:/s/ Neva Nesbitt         
          --------------------------------
Name:  Neva Nesbitt   
       Title: Manager, Credit Admin.

BANQUE PARIBAS              

By:/s/ Eileen M. Burke      
          --------------------------------
Name:  Eileen M. Burke
Title: Vice President 

By:/s/ Cindy D. Hewitt      
          --------------------------------
Name:  Cindy D. Hewitt
Title: Vice President 

BARCLAYS BANK PLC           

By:/s/ James K. Downy       
          --------------------------------
Name:  James K. Downy 
   Title: Associate Director

BANK OF MONTREAL            

By:/s/ Yvonne Bos           
          --------------------------------
Name:  Yvonne Bos     
  Title: Managing Director

13

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CREDIT LYONNAIS             

By:/s/ James E. Morris      
          --------------------------------
Name:  James E. Morris
Title: Vice President 

14

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Schedule I

        1. Parents Agreement, dated as of July 24, 1995, among Viacom, TCI
and TCI Sub.                                                                    

         2. Implementation Agreement, dated as of July 24, 1995, between VII
and VII Services.                                                               

          3. Subscription Agreement, dated as of July 24, 1995, among VII, TCI
and TCI Sub.                                                                    

15

EX-4.(H) 28th Page of 37 TOC 1st Previous Next ↓Bottom Just 28th
 PRICING
 AMENDMENT

        This Amendment ("Amendment"), dated as of November 17, 1995, shall
be:                                                                             

       AMENDMENT NO. 3 to the $1.8 BILLION CREDIT AGREEMENT, dated as of
September 29, 1994, as amended, (the "Credit Agreement") among VIACOM Inc., a   
Delaware corporation ("Viacom"), each of the several Banks, 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, MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as a Managing Agent, JP MORGAN SECURITIES INC., as the Syndication    
Agent, BANK OF AMERICA NT&SA, as a Managing Agent, the Banks identified as      
Agents of the signature pages thereof, as Agents.                               

 WITNESSETH:

      WHEREAS, the parties who have heretofore entered into the Credit
Agreement now desire to amend certain provisions of such agreement to provide   
for a change in the Applicable Eurodollar Rate Margin and Commitment Fees       
payable thereunder                                                              

NOW THEREFORE, the parties hereto agree as follows:       

SECTION 1.  Amendments.                                   

          (a) The definition of Applicable Eurodollar Rate Margin in
section 1.1 of the Credit Agreement is hereby amended by deleting the table     
appearing therein and replacing it with the following table:                    

CREDIT RATING       MARGIN                      
-------------       ------                      

A-/A3 or better     0.300%                      
BBB+/Baa1           0.375%                      
BBB/Baa2            0.450%                      
BBB-/Baa3           0.500%                      
BB+/Ba1             0.750%                      
BB/Ba2              0.875%                      
BB-/Ba3 or lower    1.250%                      

1 

EX-4.(H) 29th Page of 37 TOC 1st Previous Next ↓Bottom Just 29th
               (b) Section 3.4(a) of the Credit Agreement is hereby amended by
deleting the table appearing therein and replacing it with the following table: 

CREDIT RATING       COMMITMENT FEE              
-------------       --------------              

A-/A3 or better     0.1250%                     
BBB+/Baa1           0.1500%                     
BBB/Baa2            0.1875%                     
BBB-/Baa3           0.2000%                     
BB+/Ba1             0.3125%                     
BB/Ba2              0.3500%                     
BB-/Ba3 or lower    0.4000%                     

        SECTION 2. Effectiveness This Amendment will be effective upon the
execution hereof by each of Viacom, the Guarantor Subsidiary, VII Services, and 
each of the Banks.                                                              

        SECTION 3. Representations and Warranties Each of the Borrower and
the Guarantor Subsidiary hereby represents and warrants that as of the date     
hereof, both before and after giving effect to this Amendment 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.                              

2 

EX-4.(H) 30th Page of 37 TOC 1st Previous Next ↓Bottom Just 30th
                (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.                                                              

         SECTION 5. Guarantor Subsidiary Confirmation. By signing below, the
Guarantor Subsidiary hereby agrees to the terms of the foregoing Amendment and  
confirms that the VII Guarantee remains in full force and effect.               

          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/ Vaughn A. Clarke     
          --------------------------------
Name: Vaughn A. Clarke
      Title: Senior Vice President

              VIACOM INTERNATIONAL INC., as a Subsidiary
          Borrower and as a Guarantor Subsidiary

By:/s/ Vaughn A. Clarke     
          --------------------------------
Name: Vaughn A. Clarke
      Title: Senior Vice President

                    On behalf of the following Subsidiary Borrowers:

      VIACOM CABLEVISION OF DAYTON INC.,

WNYT INC.,                  

WMZQ INC. and               

WVIT INC.,                  

By:/s/ Vaughn A. Clarke     
          --------------------------------
 Name:  Vaughn A. Clarke
      Title: Senior Vice President

      VIACOM INTERNATIONAL SERVICES INC.

By:/s/ Vaughn A. Clarke     
          --------------------------------
 Name:  Vaughn A. Clarke
      Title: Senior Vice President

3 

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CREDIT SUISSE               

By:/s/ J. Hamilton Crawford 
          --------------------------------
    Name: J. Hamilton Crawford
Title: Associate      

SOCIETE GENERALE            

By:/s/ Elaine I. Khalil     
          --------------------------------
 Name:  Elaine I. Khalil
Title: Vice President 

THE BANK OF NEW YORK        

By:/s/ Geoffrey C. Brooks   
          --------------------------------
  Name: Geoffrey C. Brooks
Title: Vice President 

   THE BANK OF TOKYO TRUST COMPANY

By:/s/ John P. Judge        
          --------------------------------
Name:  John P. Judge  
Title: Vice President 

      THE TOYO TRUST & BANKING CO., LTD.

By:/s/ Hiroyuki Fukuro      
          --------------------------------
Name:  Hiroyuki Fukuro
Title: Vice President 

       FIRST INTERSTATE BANK OF WASHINGTON

By:/s/ Susan Hendrixson     
          --------------------------------
 Name:  Susan Hendrixson
Title: Vice President 

4 

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UNION BANK OF SWITZERLAND   

By:/s/ Stephen A. Cayer     
          --------------------------------
 Name:  Stephen A. Cayer
    Title: Assistant Treasurer

By:/s/ Peter B. Yearly      
          --------------------------------
Name:  Peter B. Yearly
Title: Vice President 

MITSUBISHI BANK, LTD.       

By:/s/ Paula Mueller        
          --------------------------------
Name:  Paula Mueller  
Title:                

                THE MITSUBISHI TRUST AND BANKING CORPORATION

 By:/s/ Patricia Loret De Mola
          --------------------------------
      Name: Patricia Loret De Mola
      Title: Senior Vice President

THE SUMITOMO BANK, LTD.     

By:/s/ S. Higashi           
          --------------------------------
Name: S. Higashi      
      Title: Joint General Manager

THE NIPPON CREDIT BANK, LTD.

      By:/s/ Bernardo E. Correa-Henschke
          --------------------------------
           Name: Bernardo E. Correa-Henschke
         Title: Vice President & Manager

5 

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THE SAKURA BANK, LTD.       

By:/s/ Hiroshi Shimazaki    
          --------------------------------
 Name: Hiroshi Shimazaki
      Title: Senior Vice President
 & Manager

      THE INDUSTRIAL BANK OF JAPAN, LTD.

By:/s/ Jeffrey Cole         
          --------------------------------
Name: Jeffrey Cole    
      Title: Senior Vice President

THE ROYAL BANK OF CANADA    

By:/s/ Cynthia K. Wong      
          --------------------------------
Name:  Cynthia K. Wong
Title: Manager        

THE SANWA BANK, LTD.        

By: /s/ Dominic J. Sorresso 
          --------------------------------
   Name: Dominic J. Sorresso
Title: Vice President 

TOKAI BANK, LTD.            

By:/s/ Stuart Schulman      
          --------------------------------
Name:  Stuart Schulman
      Title: Senior Vice President

6 

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CHEMICAL BANK               

By:/s/ John J. Huber III    
          --------------------------------
 Name: John J. Huber III
  Title: Managing Director

 THE DAI-CHI KANGYO BANK, LTD.

By:/s/ Ronald Wolinsky      
          --------------------------------
Name:  Ronald Wolinsky
              Title: Vice President & Group Leader

             MORGAN GUARANTY TRUST COMPANY OF NEW YORK

By:/s/ R. BLake Witherington
          --------------------------------
     Name: R. BLake Witherington
Title: Vice President 

MELLON BANK, N.A.           

By: /s/ G. Luis Ashley      
          --------------------------------
Name:  G. Luis Ashley 
     Title: First Vice President

             COMPAGNIE FINANCIERE DE CIC ET DE L'UNION
EUROPENNE                   

By:/s/ Brian O'Leary        
          --------------------------------
Name:  Brian O'Leary  
Title: Vice President 

By:/s/ Marcus Edward        
          --------------------------------
Name:  Marcus Edward  
Title: Vice President 

7 

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THE CHASE MANHATTAN BANK    

By:/s/ Bruce Longenkamp     
          --------------------------------
 Name:  Bruce Longenkamp
Title: Vice President 

THE BANK OF NOVA SCOTIA     

  By:/s/ Vincent Fitzgerald, Jr.
          --------------------------------
       Name: Vincent Fitzgerald, Jr.
     Title: Authorized Signatory

THE FUJI BANK, LTD.         

By:/s/ Katsunori Nozawa     
          --------------------------------
 Name:  Katsunori Nozawa
         Title: Vice President & Manager

            THE LONG-TERM CREDIT BANK OF JAPAN, LTD.

By:/s/ John A. Krob         
          --------------------------------
Name:  John A. Krob   
       Title: Deputy General Manager

BANK OF AMERICA             

By:/s/ Amy S. Trapp         
          --------------------------------
Name:  Amy S. Trapp   
Title: Vice President 

NATIONSBANK OF TEXAS, N.A.  

By:/s/ Chad E. Coben        
          --------------------------------
Name:  Chad E. Coben  
Title: Vice President 

8 

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DEUTSCHE BANK               

By:/s/ Steven M. Godeke     
          --------------------------------
 Name:  Steven M. Godele
Title: Vice President 

By:/s/ Bina R. Dabbah       
          --------------------------------
Name:  Bina R. Dabbah 
Title: Vice President 

UNION BANK                  

By:/s/ Gabriel A. Renga     
          --------------------------------
 Name:  Gabriel A. Renga
      Title: Senior Vice President

THE TORONTO DOMINION BANK   

By:/s/ Neva Nesbitt         
          --------------------------------
Name:  Neva Nesbitt   
               Title: Manager, Credit Administration

BANQUE PARIBAS              

By:/s/ Eileen M. Burke      
          --------------------------------
Name:  Eileen M. Burke
Title: Vice President 

By:/s/ Cindy D. Hewitt      
          --------------------------------
Name:  Cindy D. Hewitt
Title: Vice President 

9 

EX-4.(H) Last Page of 37 TOC 1st Previous Next ↓Bottom Just 37th
BANK OF MONTREAL            

By:/s/ Yvonne Bos           
          --------------------------------
Name:  Yvonne Bos     
  Title: Managing Director

CREDIT LYONNAIS             

By:/s/ James E. Morris      
          --------------------------------
Name:  James E. Morris
Title: Vice President 

10

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K’ Filing	Date	First	Last	Other Filings

Filed on:	4/1/96
For Period End:	12/31/95			11-K
	11/17/95	13	28
	7/24/95	27
	5/15/95	1		10-Q
	9/29/94	1	28	15-12G, 8-K
				List all Filings

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Filing Submission 0000950112-96-001003 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

CBS Corp – ‘10-K’ for 12/31/95 – EX-4.(H)

As of: Monday, 4/1/96 · For: 12/31/95 · Accession #: 950112-96-1003 · File #: 1-09553

Previous ‘10-K’: ‘10-K’ on 3/31/95 for 12/31/94 · Next: ‘10-K’ on 3/31/97 for 12/31/96 · Latest: ‘10-K’ on 2/28/24 for 12/31/23

Annual Report — Form 10-KFiling Table of Contents

EX-4.(H) — Instrument Defining the Rights of Security HoldersExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Annual Report — Form 10-K
Filing Table of Contents

EX-4.(H) — Instrument Defining the Rights of Security Holders
Exhibit Table of Contents