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Exhibit 10(q)
SECOND AMENDMENT, dated as of March 21, 1997 (this "Second
Amendment"), to the Credit Agreement, dated as of August 29, 1996, as amended
by the First Amendment thereto dated as of January 29, 1997 (the "Credit
Agreement"), among WESTINGHOUSE ELECTRIC CORPORATION ("Westinghouse"), the
Subsidiary Borrowers parties thereto, the Lenders parties thereto, NATIONSBANK,
N.A. and THE TORONTO-DOMINION BANK, as Syndication Agents, THE CHASE MANHATTAN
BANK, as Documentation Agent, and XXXXXX 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.
W I T N E S S E T H:
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 Second 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
1. Section 5.7. Section 5.7 of the Credit Agreement is
hereby amended and restated in its entirety as follows:
"SECTION 5.7. Consolidated Leverage Ratio.
Westinghouse will not permit the Consolidated Leverage Ratio at the
end of any period of four consecutive fiscal quarters ending on any
date set forth below to be greater than the ratio set forth below
opposite such date:
Date Ratio
---- -----
12/31/96 6.00 to 1
3/31/97 and 6/30/97 7.25 to 1
9/30/97 7.00 to 1
12/31/97 6.00 to 1
3/31/98 5.25 to 1
6/30/98 4.75 to 1
9/30/98 4.25 to 1
12/31/98, 3/31/99,
6/30/99 and 9/30/99 3.50 to 1
12/31/99 and thereafter 3.00 to 1
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2. Section 5.8. Section 5.8 of the Credit Agreement is
hereby amended and restated in its entirety as follows:
"SECTION 5.8. Consolidated Coverage Ratio.
Westinghouse will not permit the Consolidated Coverage Ratio for any
period of four consecutive fiscal quarters ending on any date set
forth below to be less than the ratio set forth below opposite such
date:
Date Ratio
---- -----
9/30/96 1.75 to 1
12/31/96 2.00 to 1
3/31/97 and 6/30/97 1.75 to 1
9/30/97 2.00 to 1
12/31/97 2.25 to 1
3/31/98, 6/30/98
and 9/30/98 2.50 to 1
12/31/98 and thereafter 3.00 to 1
3. Annex 1. Annex 1 to the Credit Agreement is hereby
amended by adding the following sentence to the end thereof:
"Notwithstanding anything above to the contrary,
commencing on April 1, 1997, the Leverage Margin
shall be deemed to be applicable until the Leverage
Margin shall be eliminated as otherwise provided
above."
ARTICLE II - MISCELLANEOUS
1. Representations and Warranties. Westinghouse and each
Subsidiary Borrower (to the extent specifically applicable to such Subsidiary
Borrower) hereby represents and warrants, on and as of the Second Amendment
Effective Date (as defined below), that (a) the execution and delivery of this
Second Amendment and the performance of this Second Amendment and the Credit
Agreement as amended by this Second 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 Subsidiary Borrower, 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
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Westinghouse or any of its Material Subsidiaries pursuant to the terms of any
such agreement or instrument; (b) Westinghouse and each Subsidiary Borrower has
all necessary corporate power and authority to execute and deliver this Second
Amendment and to perform its obligations under this Second Amendment and the
Amended Credit Agreement; (c) the execution and delivery of this Second
Amendment and the performance of this Second Amendment and the Amended Credit
Agreement have been duly authorized by all necessary corporate action on the
part of Westinghouse and each Subsidiary Borrower; (d) this Second Amendment has
been duly and validly executed and delivered by Westinghouse and each Subsidiary
Borrower and each of this Second Amendment and the Amended Credit Agreement
constitutes a legal, valid and binding obligation of Westinghouse and each
Subsidiary Borrower, 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 and each
Subsidiary Borrower of this Second Amendment, for the performance by
Westinghouse and each Subsidiary Borrower of this Second Amendment and the
Amended Credit Agreement or for the validity or enforceability hereof or
thereof, and (f) each of the representations of Westinghouse and each Subsidiary
Borrower set forth in Article III of the Amended Credit Agreement is true and
correct in all material respects on and as of the Second 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 SECOND 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 Second Amendment may be executed by
one or more of the parties to this Second Amendment on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
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5. Effectiveness. This Second Amendment shall become
effective on and as of the date (the "Second Amendment Effective Date") upon
which (a) the Administrative Agent shall have received (i) an executed
counterpart of this Second Amendment from Westinghouse and each Subsidiary
Borrower, (ii) executed Lender Consent Letters (or facsimile transmissions
thereof) from the Required Lenders consenting to the execution of this Second
Amendment by the Administrative Agent and (b) Westinghouse shall have paid to
the Administrative Agent, for the benefit of each relevant Lender, an amendment
fee equal to (x) 0.075% of such Lender's Commitment if such Lender shall have
delivered its Lender Consent Letter, in accordance with the terms thereof, no
later than 5:00 P.M., New York City time, on March 17, 1997, or (y) if clause
(x) above is not applicable, 0.050% of such Lender's Commitment if such Lender
shall have delivered its Lender Consent Letter, in accordance with the terms
thereof, no later than 5:00 P.M., New York City time, on March 21. 1997.
IN WITNESS WHEREOF, the parties hereto have caused this
Second 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:
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HEMISPHERE BROADCASTING CORPORATION
By
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Title:
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INFINITY BROADCASTING CORPORATION OF BOSTON
By
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Title:
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INFINITY BROADCASTING CORPORATION OF NEW YORK
By
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Title:
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TRANSPORTATION DISPLAYS, INCORPORATED
By
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Title:
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XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
as Administrative Agent
By
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Title:
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