AMENDMENT XX. 0
Xxxxxxxxx Xx. 0 effective as of October 23, 2000 (the "Amendment") to the
Purchase Agreement dated October 23, 2000 (the "Purchase Agreement") among
Viacom Inc., CBS Broadcasting Inc., Westinghouse Electric GmbH, Westinghouse CBS
Holding Company, Inc. (collectively, the "Sellers"), and Liberty Livewire
Corporation and GWNS Acquisition Sub, Inc. (collectively, the "Purchasers").
WITNESSETH
WHEREAS, Sellers and Purchasers have agreed that the Purchase Agreement be
amended in the manner provided for in this Amendment,
NOW THEREFORE, the parties hereto hereby agree as follows:
1. DEFINED TERMS. Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Purchase Agreement. References in the
Purchase Agreement to "the Agreement" or "this Agreement" and other similar
references shall be deemed to refer to the Purchase Agreement as amended hereby.
2. AMENDMENT OF "WEAPH SHARES" DEFINITION. The defined term, "WEAPH
Shares", in the Purchase Agreement is hereby amended and restated as follows:
"WEAPH Shares" means 529,225 ordinary shares, par value S$1.00 per
share, of WEAPH, and 6,696,318 redeemable preference shares, par value
S$1.00 per share, of WEAPH (collectively, 100% of the issued and
outstanding capital stock of WEAPH)."
3. AMENDMENT OF SECTION 3.10(c). The first sentence of Section 3.10(c) of
the Purchase Agreement is amended and restated as follows:
"The WEAPH Shares consist of 529,225 ordinary shares of WEAPH and
6,696,318 preference shares of WEAPH."
4. MISCELLANEOUS.
(a) This Amendment is limited to the matters expressly set forth
herein. Except as expressly amended, modified and supplemented
hereby, the provisions of the Purchase Agreement are and shall
remain in full force and effect.
(b) This Amendment shall be construed in accordance with and
governed by the law of the State of New York.
(c) This Amendment may be signed in counterparts, each of which
shall be an original, but all of which together constitute one
and the same agreement.
(d) This Amendment shall relate back to the date on which the
Purchase Agreement was executed.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed this ___ day of February, 2001 by their respective officers thereunto
duly authorized.
VIACOM INC. CBS BROADCASTING INC.
By: _____________________ By: _______________________
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President Title: Executive Vice President
WESTINGHOUSE ELECTRIC GmbH WESTINGHOUSE CBS HOLDING
COMPANY, INC.
By: _____________________ By: ________________________
Name: Xxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: Manager Title: Executive Vice President
LIBERTY LIVEWIRE CORPORATION GWNS ACQUISITION SUB, INC.
By: _______________________ By: ________________________
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President Title: Assistant Secretary
