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Exhibit 10(p)
FIRST AMENDMENT, dated as of January 29, 1997 (this "First
Amendment"), to the Credit Agreement, dated as of August 29, 1996 (the "Credit
Agreement"), among WESTINGHOUSE ELECTRIC CORPORATION ("Westinghouse"), the
Lenders parties thereto, NATIONSBANK, N.A. and THE TORONTO-DOMINION BANK, as
Syndication Agents, THE CHASE MANHATTAN BANK, as Documentation Agent, and
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent. Unless
otherwise specified herein, all capitalized terms defined in the Credit
Agreement and used herein are so used as so defined.
WITNESSETH:
WHEREAS, Westinghouse wishes to amend the Credit Agreement in the
manner set forth herein; and
WHEREAS, each of the parties hereto is willing to enter into this
First Amendment on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
ARTICLE I-AMENDMENTS TO THE CREDIT AGREEMENT
The parties hereto hereby agree that the Credit Agreement shall be
amended by (a) adding the shaded underlined text set forth in the Composite
Copy of the Credit Agreement (the "Composite Credit Agreement") attached hereto
as Appendix 1, (b) deleting the shaded stricken text set forth in the Composite
Credit Agreement and (c) adding Annex I and Annex II to this First Amendment as
Exhibit B-7 and Exhibit B-8, respectively, to the Credit Agreement.
ARTICLE II--MISCELLANEOUS
1. Representations and Warranties. Westinghouse hereby represents and
warrants, on and as of the First Amendment Effective Date (as defined below),
that (a) the execution and delivery of this First Amendment and the performance
of this First Amendment and the Credit Agreement as amended by this First
Amendment (the "Amended Credit Agreement") will not conflict with or result in
a breach of, or require any consent under, the charter or By-laws (or other
equivalent organizational documents) of Westinghouse, or any applicable law or
regulation, or any order, writ, injunction or decree of any Governmental
Authority, or any material agreement or instrument to which Westinghouse or any
of its Material Subsidiaries is a party or by which any of them is bound or to
which any of them is subject, or constitute a default under any such agreement
or instrument, or result in the creation or imposition of any Lien upon any of
the revenues or assets of Westinghouse or any of its Material Subsidiaries
pursuant to the terms of any such agreement or
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instrument; (b) Westinghouse has all necessary corporate power and authority to
execute and deliver this First Amendment and to perform its obligations under
this First Amendment and the Amended Credit Agreement; (c) the execution and
delivery of this First Amendment and the performance of this First Amendment and
the Amended Credit Agreement have been duly authorized by all necessary
corporate action on the part of Westinghouse; (d) this First Amendment has been
duly and validly executed and delivered by Westinghouse and each of this First
Amendment and the Amended Credit Agreement constitutes a legal, valid and
binding obligation of Westinghouse, 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); (e) no
authorizations, approvals or consents of, and no filings or registrations with,
any Governmental Authority are necessary for the execution and delivery by
Westinghouse of this First Amendment, for the performance by Westinghouse of
this First Amendment and the Amended Credit Agreement or for the validity or
enforceability hereof or thereof, and (f) each of the representations of
Westinghouse set forth in Article III of the Amended Credit Agreement is true
and correct in all material respects on and as of the First Amendment Effective
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 were true and correct in all
material respects as of such earlier date.
2. No Other Modifications. Except as expressly modified hereby, all
the provisions of the Credit Agreement are and shall continue to be in full
force and effect. Each reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof" and words of like import referring to the Credit
Agreement shall mean the Credit Agreement as amended hereby.
3. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS
AND PRINCIPLES OF SUCH STATE.
4. Counterparts. This First Amendment may be executed by one or
more of the parties to this First Amendment on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
5. Effectiveness. This First Amendment shall become effective on and
as of the date (the "First Amendment Effective Date") upon which the following
conditions shall have been satisfied:
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(a) the Administrative Agent shall have received
executed counterparts of this First Amendment from
Westinghouse and the Required Lenders; and
(b) the Administrative Agent shall have received (i)
the executed legal opinion of Louis J. Briskman, Senior Vice
President and General Counsel of Westinghouse, dated the
First Amendment Effective Date, covering, with respect to
this First Amendment and the Amended Credit Agreement,
substantially the same matters covered in Exhibit E-1 to the
Credit Agreement; and (ii) the executed legal opinion of an
Assistant General Counsel or Associate General Counsel of
Westinghouse licensed to practice law in the State of New
York, dated the First Amendment Effective Date, covering,
with respect to this First Amendment and the Amended Credit
Agreement, substantially the same matters covered in Exhibit
E-2 to the Credit Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed by their respective authorized officers as of the
day and year first above written.
WESTINGHOUSE ELECTRIC CORPORATION
By
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Title:
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as a Lender and as
Administrative Agent
By
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Title:
THE CHASE MANHATTAN BANK
By
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Title:
NATIONSBANK, N.A.
By
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Title:
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THE TORONTO-DOMINION BANK
By
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Title:
BANKERS TRUST COMPANY
By
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Title:
THE BANK OF NEW YORK
By
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Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.
By
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Title:
CITIBANK, N.A.
By
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Title:
THE DAI-ICHI KANGYO BANK, LTD.
By
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Title:
DEUTSCHE BANK AG NEW YORK BRANCH AND/OR
CAYMAN ISLANDS BRANCH
By
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Title:
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THE FUJI BANK, LIMITED, NEW YORK BRANCH
By
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Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By
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Title:
MELLON BANK, N.A.
By
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Title:
PNC BANK, NATIONAL ASSOCIATION
By
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Title:
ROYAL BANK OF CANADA
By
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Title:
THE SANWA BANK, LIMITED, NEW YORK
BRANCH
By
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Title:
SOCIETE GENERALE, NEW YORK BRANCH
By
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Title:
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THE SUMITOMO BANK, LIMITED
By
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Title:
ABN AMRO BANK N.V.
By
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Title:
THE ASAHI BANK, LTD.
By
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Title:
BANK OF MONTREAL
By
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Title:
BARCLAYS BANK PLC
By
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Title:
THE FIRST NATIONAL BANK OF CHICAGO
By
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Title:
LTCB TRUST COMPANY
By
-----------------------------------
Title:
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THE MITSUBISHI TRUST AND BANKING CORPORATION
By
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Title:
THE MITSUI TRUST & BANKING CO., LTD.
By
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Title:
THE SAKURA BANK, LTD.
By
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Title:
THE TOKAI BANK, LIMITED
By
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Title:
WESTDEUTSCHE LANDESBANK GIROZENTRALE
By
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Title:
By
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Title:
THE YASUDA TRUST AND BANKING CO., LTD.
By
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Title:
ARAB BANK PLC
By
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Title:
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THE BANK OF NOVA SCOTIA
By
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Title:
BANQUE PARIBAS
By
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Title:
By
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Title:
BAYERISCHE VEREINSBANK AG CHICAGO BRANCH
By
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Title:
CAISSE NATIONALE DE CREDIT AGRICOLE
By
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Title:
CIBC INC.
By
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Title:
CP, AGMOE FOMAMCOERE DE COC ET DE L'UNION
EUROPEENNE
By
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Title:
By
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Title:
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CREDIT LYONNAIS NEW YORK BRANCH
By
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Title:
KEYBANK NATIONAL ASSOCIATION
By
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Title:
NIPPON CREDIT BANK, LTD.
By
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Title:
THE NORINCHUKIN BANK
By
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Title:
THE ROYAL BANK OF SCOTLAND plc
By
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Title:
THE SUMITOMO TRUST & BANKING CO., LTD.,
NEW YORK BRANCH
By
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Title:
THE TOYO TRUST & BANKING CO., LTD.
By
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Title:
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BANCA COMMERCIALE ITALIANA
By
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Title:
By
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Title:
BANQUE NATIONALE DE PARIS
By
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Title:
CORESTATES BANK, N.A.
By
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Title:
FIRST COMMERCIAL BANK, NEW YORK AGENCY
By
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Title:
GULF INTERNATIONAL BANK BSC
By
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Title:
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