EX-10.2 8 dex102.txt FIVE YEAR CREDIT AGREEMENT, DATED AS OF AUGUST 13, 2003 Exhibit 10.2 LETTER AMENDMENT NO. 1 Dated as of August 13, 2003 To the banks, financial institutions and other institutional lenders (collectively, the "Lenders") parties ------- to the Credit Agreement referred to below and to Citibank, N.A., as agent (the "Agent") for the Lenders Ladies and Gentlemen: We refer to the Five Year Credit Agreement dated as of June 27, 2003 (the "Credit Agreement") among the undersigned and you. Capitalized terms not ---------------- otherwise defined in this Letter Amendment have the same meanings as specified in the Credit Agreement. Section 2.01(b) of the Credit Agreement contemplates that Letters of Credit issued in favor of an Italian tax authority may be issued with an expiration date not later than five years after the issuance thereof. The Borrower has become aware that the Italian tax authority will require that certain letters of credit issued in its favor have an expiration date later than five years after the issuance thereof. Accordingly, we hereby request that the Credit Agreement be amended to permit letters of credit issued in favor of the Italian tax authority to have an expiration date up to six years after the issuance thereof. You have indicated your willingness, on the terms and conditions stated below, to so agree. Accordingly, it is hereby agreed by you and us that (a) the third sentence of Section 2.01(b) of the Credit Agreement is, effective as of the date of this Letter Amendment, hereby amended by deleting the phrase "five years after the issuance thereof" and substituting therefor the phrase "six years after the issuance thereof" and (b) the parenthetical in Section 2.03(a)(i)(C) is amended in full to read "(which, except as otherwise permitted by Section 2.01(b), shall not be later than the earlier of (x) one year after the issuance thereof and (y) ten Business Days prior to the Termination Date)". This Letter Amendment shall become effective as of the date first above written when, and only when, on or before August 20, 2003, the Agent shall have received counterparts of this Letter Amendment executed by the undersigned and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Letter Amendment. This Letter Amendment is subject to the provisions of Section 9.01 of the Credit Agreement. On and after the effectiveness of this Letter Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Letter Amendment. The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Letter Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning at least two counterparts of this Letter Amendment to Susan L. Hobart at Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022. This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment. This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, NEWS AMERICA INCORPORATED By: /s/ Paula M. Wardynski ------------------------------ Name: Paula M. Wardynski Title: Vice President FEG HOLDINGS, INC. By: /s/ Paula M. Wardynski ------------------------------ Name: Paula M. Wardynski Title: Vice President FOX ENTERTAINMENT GROUP, INC. By: /s/ Paula M. Wardynski ------------------------------ Name: Paula M. Wardynski Title: Vice President NEWS AMERICA MARKETING FSI, INC. By: /s/ Paula M. Wardynski ------------------------------ Name: Paula M. Wardynski Title: Vice President NEWS PUBLISHING AUSTRALIA LIMITED By: /s/ Paula M. Wardynski ------------------------------ Name: Paula M. Wardynski Title: Vice President THE NEWS CORPORATION LIMITED By: /s/ Paula M. Wardynski ------------------------------ Name: Paula M. Wardynski Title: Authorized Signatory Agreed as of the date first above written: CITIBANK, N.A. By: /s/ ------------------------------ Name: Title: JPMORGAN CHASE BANK By: /s/ Joan M. Fitzgibbon ------------------------------ Name: Joan M. Fitzgibbon Title: Managing Director BANK OF AMERICA, N.A. By: /s/ Thomas J. Kane ------------------------------ Name: Thomas J. Kane Title: Principal BNP PARIBAS By: /s/ Nuala Marley ------------------------------ Name: Nuala Marley Title: Director By: /s/ Todd Rodgers ------------------------------ Name: Todd Rodgers Title: Vice President HSBC BANK PLC By: /s/ Jeffrey Rothman ------------------------------ Name: Jeffrey Rothman Title: Senior Banker HSBC BANK PLC By: /s/ ------------------------------ Name: Title: LLOYDS TSB BANK PLC By: /s/ Richard M. Heath ------------------------------ Name: Richard M. Heath Title: Vice President, Corporate Banking, USA By: /s/ Catherine Rankin ------------------------------ Name: Catherine Rankin Title: Assistant Vice President, Corporate Banking, USA R027 NATIONAL AUSTRALIA BANK LIMITED By: /s/ Gerald Wight ------------------------------ Name: Gerald Wight Title: Director ABN AMRO BANK N.V. By: /s/ David Carrington ------------------------------ Name: David Carrington Title: Group Vice President By: /s/ Shilpa Parandekar ------------------------------ Name: Shilpa Parandekar Title: Vice President DRESDNER BANK AG, NEW YORK BRANCH By: /s/ Brian Schneider ---------------------------- Name: Brian Schneider Title: Vice President By: /s/ Brian Smith -------------------------- Name: Brian Smith Title: Director FLEET NATIONAL BANK By: /s/ ---------------------------- Name: Title: THE BANK OF NOVA SCOTIA By: /s/ Ian A. Hodgart ---------------------------- Name: Ian A. Hodgart Title: Authorized Signatory CREDIT LYONNAIS By: /s/ ---------------------------- Name: Title: THE BANK OF NEW YORK By: /s/ John C. Lambert ---------------------------- Name: John C.Lambert Title: Senior Vice President COMMONWEALTH BANK OF AUSTRALIA GRAND CAYMAN BRANCH By: /s/ ---------------------------- Name: Title: WESTPAC BANKING CORPORATION By: /s/ Lisa Porter --------------------------- Name: Lisa Porter Title: Vice President