Guaranty Payment Agreement - Melrose Park
GUARANTY PAYMENT AGREEMENT
--------------------------
This Guaranty Payment Agreement ("Agreement") is made this 17th day of
July 1998, by and between (i) LG Electronics Inc., as Guarantor (the
"Guarantor"), (ii) First Security Bank, National Association, not in its
individual capacity but solely as indenture trustee (the "Indenture Trustee"),
(iii) the institutions listed on the signature pages hereto as the Lenders (the
"Lenders"), (iv) General Foods Credit Corporation, as owner participant (the
"Owner Participant"), and (v) Fleet National Bank, not in its individual
capacity but solely as owner trustee (the "Owner Trustee"), as acknowledged and
agreed to by Zenith Electronics Corporation, as lessee (the "Lessee").
RECITALS
WHEREAS, reference is made to (a) that certain Participation
Agreement, dated as of March 26, 1997 (the "Participation Agreement"), by and
among (i) Lessee, as lessee, (ii) Owner Participant, as owner participant, (iii)
Owner Trustee, as owner trustee, (iv) the Lenders, as lenders, and (v) the
Indenture Trustee, as indenture trustee; (b) that certain Lease Agreement, dated
as of March 26, 1997 (the "Lease Agreement"), by and among (i) the Owner
Trustee, as lessor, and (ii) Lessee, as lessee; (c) that certain Trust Indenture
and Security Agreement (1997-A), dated as of March 26, 1997 (the "Indenture"),
by and among (i) Owner Trustee and (ii) the Indenture Trustee; and (d) that
certain Guaranty, dated as of March 26, 1997 (the "Guaranty"), from Guarantor in
favor of the Owner Trustee, the Owner Participant, the Lenders and the Indenture
Trustee. Capitalized terms not otherwise defined herein shall have the meanings
ascribed to such terms in the Participation Agreement or, if not defined
therein, in the Indenture.
WHEREAS, the Lessee and the Guarantor hereby acknowledge that certain
Events of Default under the Lease have occurred and are continuing, which also
constitute Events of Default under the Indenture.
WHEREAS, the Lessee and the Guarantor hereby acknowledge that the
Indenture Trustee and the Owner Trustee are entitled to demand payment of the
Obligations (as defined in the Guaranty)).
WHEREAS, the parties hereto have agreed that, in light of the
foregoing, to effect the repayment of the obligations owing to the Indenture
Trustee, the Lenders, the Owner Participant and the Owner Trustee under the
Operative Documents, that the Guarantor will satisfy the Obligations (as defined
in the Guaranty) under the Guaranty by making the payments specified herein.
NOW, THEREFORE, in consideration of the foregoing and the obligations and
undertakings set forth below, the parties hereto agree as follows:
Guaranty Payment Agreement - Melrose Park
SECTION 1. Definitions.
The following terms shall have the following meanings when used herein (all
terms defined in this section 1 or in other provisions of this Agreement in the
singular shall have the same meaning in the plural and vice versa):
Adjusted Make-Whole Premium Amount: The Make-Whole Premium Amount due to
each Lender under the Equipment Notes held by each such Lender as calculated by
(a) setting the prepayment date referred to in the definition of "Make-Whole
Premium Amount" as the Demand Date and (b) replacing the 50 basis point spread
above the U.S. Treasury securities as set forth in the definition of "Make-Whole
Premium Amount" with the Spread.
Demand Date: July 17, 1998.
Discount Termination Date: The earlier to occur of:
(a) October 20, 1998 or
(b) the date on which any Discount Termination Event shall have
occurred;
or such other later date as determined unanimously by all of the Lenders, in
their sole discretion, upon giving Guarantor notice (in the manner set forth in
Section 8 hereof) of a different date.
Discount Termination Event: The occurrence of one or more of the
following:
(a) Lessee or Guarantor: (1) files, or consents by answer or
otherwise to the filing against it of a petition for relief or
reorganization or arrangement or any other petition in
bankruptcy, for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, (2) makes an
assignment for the benefit of its creditors, (3) consents to the
appointment of a custodian, receiver, trustee or other officer
with similar powers of itself or of any substantial part of its
property, (4) takes corporate or comparable action for the
purpose of any of the foregoing;
(b) a court or Governmental Authority of competent jurisdiction shall
enter an order appointing a custodian, receiver, trustee or other
officer with similar powers with respect to Lessee or Guarantor,
or with respect to any substantial part of its property, or
constituting an order for relief or approving a petition for
relief or reorganization or any other petition in bankruptcy or
for liquidation or to take
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Guaranty Payment Agreement - Melrose Park
advantage of any bankruptcy or insolvency law of any
jurisdiction, or ordering the dissolution, winding-up or
liquidation of Lessee or Guarantor, or if any petition for any
such relief shall be filed against Lessee or Guarantor;
(c) the occurrence of an Event of Default under Section 13.1(a) of
the Lease; or
(d) the Guarantor fails to make any payment of any Guaranty Payment
Amount pursuant to the terms hereof within ten (10) Business Days
after the Demand Date.
Effective Date: The date upon which all of the following shall have been
completed:
(a) The execution of this Agreement by each party hereto and, with
respect to the Lessee, the acknowledgement and agreement of the
Lessee, and the delivery of counterparts reflecting the same to
each of counsel for the Lenders, the Owner Participant, the
Lessee and the Guarantor.
(b) The delivery by the Indenture Trustee and the Owner Trustee to
the Guarantor of the Guaranty Payment Demand;
(c) The payment by Guarantor to the Indenture Trustee for the account
of the Lenders of the Lender Guaranty Payment Amount for each
such respective Lender by wire transfer in accordance with the
wire transfer instructions set forth on Schedule A hereto;
(d) The payment by Guarantor to the Indenture Trustee for the account
of the Lenders' Counsel of the Lenders' Counsel Guaranty Payment
Amount by wire transfer in accordance with the wire transfer
instructions set forth on Schedule A hereto; and
(e) The payment by Guarantor to the Indenture Trustee of the
Indenture Trustee Guaranty Payment Amount by wire transfer in
accordance with the wire transfer instructions set forth on
Schedule A hereto;
(f) The payment by Guarantor to the Owner Trustee for the account of
the Owner Participant of the Owner Participant Guaranty Payment
Amount by wire transfer in accordance with the wire transfer
instructions set forth on Schedule A hereto
(g) The payment by Guarantor to the Owner Trustee of the Owner
Trustee Guaranty Payment Amount by wire transfer in accordance
with the wire transfer instructions set forth on Schedule A
hereto;
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Guaranty Payment Agreement - Melrose Park
(h) The payment by Guarantor to the Owner Trustee for the account of
the Owner Participant's Counsel of the Owner Participant's
Counsel Guaranty Payment Amount by wire transfer in accordance
with the wire transfer instructions set forth on Schedule A
hereto; and
(i) The date on which each of the items set forth in clauses (a),
(b), (c), (d), (e), (f), (g), and (h) in the definition of the
Effective Date in the Mexican Guaranty Payment Agreement has been
satisfied.
Equity Transfer Agreement: An agreement to be executed by the Owner
Participant and the Guarantor or an affiliate of the Guarantor in substantially
the form as annexed hereto as Exhibit A.
Guaranty Payment Amount: Each of the Lender Guarantee Payment Amounts, the
Indenture Trustee Guarantee Payment Amount, the Lenders' Counsel Guarantee
Payment Amount, the Owner Participant Guarantee Payment Amounts, the Owner
Participant's Counsel Guarantee Payment Amount; and the Owner Trustee Guarantee
Payment Amount and collectively, the "Guaranty Payment Amounts".
Guaranty Payment Demand: A written demand of payment under the Guaranty by
the Indenture Trustee and the Owner Trustee in substantially the form as annexed
hereto as Exhibit B.
Indenture Trustee Guaranty Payment Amount: With respect to the Indenture
Trustee, the amount as set forth on Schedule B hereto to be paid by Guarantor to
the Indenture Trustee pursuant to the Guaranty, which amount will satisfy the
obligations payable to the Indenture Trustee under the Operative Documents
(including the Guaranty).
Lender Guaranty Payment Amount: With respect to any Lender, an amount
equal to the sum of: (a) the outstanding unpaid principal amounts owed to such
Lender as of the Demand Date under the Equipment Notes held by such Lender, (b)
all accrued but unpaid interest due to such Lender as of the Demand Date on the
outstanding principal amount of the Equipment Notes held by such Lender, (c) the
Adjusted Make-Whole Premium Amount under the Equipment Notes held by such
Lender, (d) all other amounts due to such Lender (other than principal, interest
and the Make-Whole Premium Amount) as of the Demand Date under the Operative
Documents. The Lender Guaranty Payment Amounts are the amounts to be paid by
Guarantor to the Indenture Trustee for the account of the Lenders pursuant to
the Guaranty, which amounts will satisfy the above-referenced obligations
payable to the Lenders under the Operative Documents (including the Guaranty).
The aggregate of all of the Lender Guaranty Payment Amounts is set forth on the
schedules to the Guaranty Payment Demand.
Lenders' Counsel: Milbank, Tweed, Xxxxxx & XxXxxx, counsel to the
Lenders in
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connection with discussions, negotiations and review of any restructuring and
repayment proposal (including the Repayment Transaction) relating to the
Equipment Notes.
Lenders' Counsel Guaranty Payment Amount: The amount as set forth on
Schedule B hereto to be paid by Guarantor to Lenders' Counsel pursuant to the
Guaranty, which amount will satisfy the obligations payable to the Lenders'
Counsel under the Operative Documents (including the Guaranty).
Mexican Guaranty Payment Agreement: That certain Guaranty Payment
Agreement, dated as of the date hereof, by and between (i) LG Electronics Inc.,
as the guarantor, (ii) First Security Bank, National Association, as the
indenture trustee, and (iii) the institutions listed on the signature pages
thereto as the lenders, (iv) General Foods Credit Corporation, as owner
participant, and (v) Fleet National Bank, as owner trustee, as acknowledged and
agreed to by both Zenith Electronics Corporation of Texas, as lessee, and Zenith
Electronics Corporation, as the parent guarantor.
Owner Participant Guaranty Payment Amount: With respect to the Owner
Participant, the amount as set forth on Schedule B hereto to be paid by
Guarantor to the Owner Participant pursuant to the Guaranty, which amount will
satisfy the obligations payable to the Owner Participant under the Operative
Documents (including the Guaranty).
Owner Participant's Counsel: Xxxxx Xxxx & Xxxxxxxx.
Owner Participant's Counsel Guaranty Payment Amount: The amount as set
forth on Schedule B hereto to be paid by Guarantor to Owner Participant's
Counsel pursuant to the Guaranty, which amount will satisfy the obligations
payable to the Owner Participant's Counsel under the Operative Documents
(including the Guaranty).
Owner Trustee Guaranty Payment Amount: With respect to the Owner Trustee,
the amount as set forth on Schedule B hereto to be paid by Guarantor to the
Owner Trustee pursuant to the Guaranty, which amount will satisfy the
obligations payable to the Owner Trustee under the Operative Documents
(including the Guaranty).
Repayment Transaction: The transactions to be effected pursuant to the
terms of this Agreement.
Requisite Consents: All consents, waivers, notices, filings, approvals or
authorizations that are required to be made to or with any Person, entity or
Governmental Authority for the consummation of the transactions contemplated by
this Agreement.
Spread: A number of basis points as determined by the date on which the
Demand Date occurs in accordance with the following chart:
If the Demand
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Guaranty Payment Agreement - Melrose Park
Date Occurs on or Before: Then the Spread Shall Be:
------------------------ -------------------------
July 17, 1998 160 basis points
July 21, 1998 150 basis points
July 28, 1998 140 basis points
August 4, 1998 130 basis points
August 11, 1998 120 basis points
August 18, 1998 112 basis points
August 25, 1998 104 basis points
September 1, 1998 96 basis points
September 8, 1998 88 basis points
September 15, 1998 80 basis points
September 22, 1998 72 basis points
September 29, 1998 64 basis points
October 6, 1998 58 basis points
October 13, 1998 50 basis points.
Notwithstanding the foregoing, if a Discount Termination Date
occurs on or before the Effective Date, then the Spread shall be
50 basis points.
As used in the formula set forth in the definition of Adjusted
Make-Whole Premium Amount for any Equipment Note, the Spread is
added above the yield for U.S. Treasury securities having a
maturity approximating the remaining average life of such
Equipment Note.
Termination Statements: UCC-3 termination statements and such other
instruments, all in the form as supplied by the Guarantor, which forms are
reasonably acceptable to the Lenders, that are necessary to terminate and
satisfy the Lien under the Indenture.
SECTION 2. Payment.
(A) On or before the third (3/rd/) Business Day following the Demand Date,
Guarantor shall pay, by wire transfer, in accordance with the wire transfer
instructions for each of the respective Persons set forth below as set forth on
Schedule A hereto, each of the following payments:
(1) To the Indenture Trustee (for the account of the Lenders), the
Lender Guarantee Payment Amounts for all of the Lenders;
(2) To the Indenture Trustee, the Indenture Trustee Guarantee Payment
Amount;
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(3) To the Indenture Trustee (for the account of the Lenders'
Counsel), the Lenders' Counsel Guarantee Payment Amount;
(4) To the Owner Trustee (for the account of the Owner Participant),
the Owner Participant Guarantee Payment Amount;.
(5) To the Owner Trustee (for the account of the Owner Participant's
Counsel), the Owner Participant's Counsel Guarantee Payment
Amount; and
(6) To the Owner Trustee, the Owner Trustee Guarantee Payment Amount.
(B) On the Effective Date:
(1) Each Lender shall deliver the Equipment Notes or and affidavit of
loss with respect thereto to the Guarantor in form and substance
reasonably satisfactory to the Guarantor;
(2) The Indenture Trustee shall deliver the Termination Statements,
duly executed by the Indenture Trustee on behalf of the Lenders,
to the Guarantor; and
(3) The Owner Participant shall deliver the Equity Transfer
Agreement, duly executed by the Owner Participant, to the
Guarantor.
SECTION 3. Intentionally Omitted.
SECTION 4. Representations and Warranties.
(A) Each of the Guarantor and the Lessee hereby represents and warrants as
to itself only that:
(1) it is duly organized, validly existing and in good standing under
the laws of its state of organization;
(2) the execution, delivery and performance of this Agreement have
been duly and validly authorized by all requisite corporate
action, and will not violate its charter, by-laws or other
organizational documents or any indenture, agreement or
instrument to which it is a party or by which it or its property
may be bound or affected;
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(3) all consents, waivers, notices, filings, approvals or
authorizations that are required to be made to or with any
Person, entity or Governmental Authority for the execution,
delivery, performance and consummation of this Agreement and the
transactions contemplated by this Agreement have been obtained;
(4) this Agreement is the legal, valid and binding obligation of such
party enforceable against such party in accordance with its
terms;
(5) an Event of Default under the Lease has occurred and is
continuing; and
(6) the Lenders, the Indenture Trustee, the Owner Participant, and
the Owner Trustee are entitled to demand payment of the
Obligations (as defined in the Guaranty) under the Guaranty,
including, but not limited to, the payment of the Guaranty
Payment Amounts.
(G) Each of the Lenders, the Owner Participant, the Indenture Trustee and
the Owner Trustee hereby represents and warrants as to itself only
that:
(1) it is duly organized, validly existing and in good standing under
the laws of its state of organization;
(2) the execution, delivery and performance of this Agreement have
been duly and validly authorized by all requisite corporate
action, and will not violate its charter, by-laws or other
organizational documents or any indenture, agreement or
instrument to which it is a party or by which it or its property
may be bound or affected; and
(3) this Agreement is the legal, valid and binding obligation of such
party enforceable against such party in accordance with its
terms.
SECTION 5. Intentionally Omitted.
SECTION 6. Certain Acknowledgements.
Each of the Guarantor and the Lessee hereby expressly acknowledges and
agrees that as of July 17, 1998, the aggregate outstanding amount owed to the
Lenders and the Indenture Trustee under the Operative Documents is an amount not
less than $50,657,904.74 as summarized in schedule C hereto, representing
$43,654,913.60 of unpaid principal, $1,192,423.52 of accrued and unpaid
interest, $5,786,567.62 for the Make-Whole Premium Amount, and $24,000 in other
amounts (such as various costs, expenses and fees) due to the Lenders and the
Indenture Trustee under the Operative Documents. Each of the
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Guaranty Payment Agreement - Melrose Park
Guarantor and the Lessee hereby expressly acknowledges and agrees that unless
the Effective Date occurs, nothing in this Agreement or in any document or
instrument executed in connection with or pursuant to this Agreement shall
constitute a satisfaction of or a novation as to all or any portion of the
obligations owed to the Lenders, the Indenture Trustee, the Owner Trustee and
Owner Participant under the Operative Documents or otherwise. Subject to
adjustment in accordance with the terms hereof upon the occurrence of the
Effective Date, each of the Guarantor and the Lessee hereby reconfirms its
obligation to pay in full the indebtedness and other obligations owed to the
Lenders and the Indenture trustee arising under the Operative Documents. The
Guarantor hereby further acknowledges and agrees that it has no defenses to the
enforcement of such obligations (or any portion thereof) nor any counter-claims
or claims of offset whatsoever and that neither this Agreement nor the
consummation of the transactions contemplated herein will give rise to any such
defenses, counter-claims or claims of offset, except as provided for herein.
SECTION 7. Expenses.
Each of the Guarantor and the Lessee shall bear its own legal fees and
expenses in connection with the preparation, negotiation and execution of this
Agreement. The Guarantor shall be responsible for the payment of all of the
Lenders' out of pocket fees and expenses (including the reasonable fees and
expenses of each of the Lenders', the Owner Participant's and Owner Trustee's
outside counsel) in connection with discussions, negotiations and review of any
restructuring proposal (including the Repayment Transaction) relating to the
Equipment Notes. The amounts of the Guarantor's obligations under this Section
7 are included in the amounts set forth on Schedule B hereto.
SECTION 8. Notices.
All communications between the parties hereto or notices or other
information sent in connection herewith must be in writing and sent by (a)
personal delivery, (b) reputable overnight courier service, freight prepaid, (c)
certified mail, return receipt requested, postage prepaid, or (d) telecopy or
other facsimile transmission (provided that if sent by telecopy or other
facsimile transmission, such must also sent by express mail or courier (for next
business day delivery)), addressed as follows:
If to the Lenders:
At the address for each Lender set forth on Schedule A hereto;
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Xxxxxxxx Xxxxxxx Xxxxxxxxx - Xxxxxxx Xxxx
with a copy to:
Milbank, Tweed, Xxxxxx & XxXxxx
0 Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxxx, Esq.
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
If to the Indenture Trustee:
First Security Bank, National Association
00 X. Xxxx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Attention: Corporate Trust Services
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
If to the Lessee:
Zenith Electronics Corporation
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Chief Financial Officer
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
with a copy to:
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X.X. Xxxxxxxxxx, Esq.
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
If to the Guarantor:
LG Electronics Inc.
00, Xxxxx-Xxxx
Xxxxxxxxxx-Xx, Xxxxx 000-000
Xxxxx
Attention: Director of Finance
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Telephone No.: 00-0-0000-0000
Facsimile No.: 00-0-0000-0000
With a copy to:
Debevoise & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxx, Esq.
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
If to the Owner Participant:
General Foods Credit Corporation
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxx, XX 00000-0000
Attention: Vice President -- Leasing
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
And
General Foods Credit Corporation
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxx, XX 00000-0000
Attention: General Counsel
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
With a copy to:
Xxxxx Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx, Esq.
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
If to the Owner Trustee:
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Guaranty Payment Agreement - Melrose Park
Fleet National Bank
c/o State Street Bank and Trust Company
Xxxxxxx Square
000 Xxxxxx Xxxxxx, 00/xx/ Xxxxx
Xxxxxxxx, XX 00000
Attention: Corporate Trust Administration
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
The parties may designate another addressee or change its address for notices
and other communications hereunder by a notice given to the other parties in the
manner provided in this paragraph. A notice or other communication sent in
compliance with the provisions of this paragraph shall be deemed good and
sufficient service regardless of whether the parties actually receive such
notice.
SECTION 9. Governing Law; Dispute Resolution; Specific Performance.
(A) This Agreement shall be construed and the obligations of the parties
hereunder shall be determined in accordance with the internal laws of the State
of New York (without regard to any conflict of laws provisions thereof).
(B) Each of parties hereto expressly submits to and accepts the non-
exclusive jurisdiction of any United States federal court sitting in the
Southern District of New York or any other court of appropriate jurisdiction
sitting in the County of New York, City of New York with respect to any action,
suit or proceeding for breach of this Agreement and waives any objection such
party may have to the laying of venue in any such court or that such court is an
inconvenient forum or does not have personal jurisdiction over such party. Each
of the parties hereto agrees that service of process in any such action, suit or
proceeding may be validly made upon such party by certified or registered U.S.
Mail, postage prepaid, to the address set forth in Section 8 hereof. EACH OF
THE PARTIES HERETO WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY
PROCEEDING ARISING OUT OF THIS AGREEMENT. Notwithstanding the foregoing, this
provision may not be utilized by any person other than the parties hereto to
obtain jurisdiction over any of the parties hereto. Guarantor hereby appoints
for matters relating to this Agreement the Process Agent (as defined in the
Guaranty) as its designee and agent to receive, for and on behalf of Guarantor,
service of process in the manner as set forth in section 10 of the Guaranty.
(C) The Guarantor hereby acknowledges that the damages that the Lenders,
the Indenture Trustee, the Owner Participant and the Owner Trustee would sustain
in the event of any violation of the provisions of this Agreement are difficult
or impossible to ascertain. Accordingly, the Guarantor hereby acknowledges that
the Lenders, the
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Guaranty Payment Agreement - Melrose Park
Indenture Trustee, the Owner Participant and/or the Owner Trustee, as the case
may be, shall be entitled, in addition to any other remedy or damages available
to it or them (as the case may be) in the event of any such violation, to
injunctive relief to restrain such violation by, or enforce the provisions of
this Agreement against, the Guarantor.
SECTION 10. Miscellaneous.
(A) Survival. All representations, warranties, covenants and other
provisions made by the parties hereto in this Agreement shall be considered to
have been relied upon by the parties hereto and shall survive the execution,
performance and delivery of this Agreement.
(B) Successors and Assigns. This Agreement (i) shall inure to the benefit
of and be enforceable by the parties hereto and their respective successors and
permitted assigns, and (ii) shall be binding upon and enforceable against the
parties hereto and their respective successors and assigns.
(C) Further Assurances. Each of the parties hereto agrees to execute and
deliver, or to cause to be executed and delivered, all such instruments, and to
take all such action, as the other party may reasonably request in order to
consummate the transactions and transfers contemplated hereunder and to
effectuate the intent and purposes of this Agreement.
(D) Counterpart Execution; Facsimiles. This Agreement may be executed in
any number of counterparts, each of which when so executed shall be an original,
but all such counterparts shall together constitute one and the same agreement
binding all of the parties hereto. The parties hereto may execute this
Agreement and any other documents in connection herewith and exchange their
signatures thereto by telecopier; provided, however, that the parties shall
endeavor to deliver original counterpart signatures to the other party as soon
thereafter as practicable.
(E) Amendments; Waivers. (i) No amendment of any provision of this
Agreement shall be effective unless it is in writing and signed by each of the
parties hereto and no waiver of any provision of this Agreement, nor consent to
any departure by any party hereto, shall be effective unless it is in writing
and signed by the party affected thereby, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given.
(ii) No failure on the part of any party to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof by such party,
nor shall any single or partial exercise of any right hereunder preclude any
other or further exercise thereof or the exercise of any other right. The
rights and remedies of each party provided herein (x) are cumulative and are in
addition to, and not exclusive of, any rights or remedies provided by
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law and/or any of the Operative Documents (except as otherwise expressly set
forth herein) and (y) are not conditional or contingent on any attempt by such
party to exercise any of its/his rights under any other related document against
the other party or any other entity.
(iii) Except as set forth herein, the delivery of the Guaranty
Payment Demand is without prejudice to any other rights or remedies of the
Guaranteed Parties (as defined in the Guaranty Payment Demand) under the
Operative Documents, this Agreement or otherwise. Except as set forth herein,
the Guaranteed Parties expressly reserve any and all of their rights and
remedies, including under the Operative Documents, this Agreement and otherwise,
waiving none of their rights by the presentment of the Guaranty Payment Demand.
Except as set forth herein, the failure by any of the Guaranteed Parties to
exercise any right under any of the Operative Documents, this Agreement or
otherwise shall not operate as a waiver thereof or preclude any other or further
exercise thereof.
(F) Intentionally Omitted.
(G) Severability. Any provision of this Agreement that is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining provisions of this Agreement or affecting the
validity or enforceability of any provisions of this Agreement in any other
jurisdiction.
(H) Effect of Occurrence of Effective Date. Upon the occurrence of the
Effective Date and subject to Section 10(P) of this Agreement, (i) except as
otherwise provided herein, the obligations of the Guarantor under the Guaranty
and the Owner Trustee under the Equipment Notes shall be deemed to have been
satisfied in full and the Guaranty and the Equipment Notes shall be deemed to be
extinguished and (ii) neither the Indenture Trustee nor any Lender shall have
any further interest in, or rights with respect to, the Trust Indenture Estate;
notwithstanding the foregoing, nothing in this Agreement shall affect any rights
or interests of any of the Lenders, the Indenture Trustee, the Owner Participant
or the Owner Trustee under the Operative Documents (including the Guaranty) to
the extent that the provisions under the Operative Documents or any obligation
therein covered by the Guaranty expressly survive termination of the Trust
Indenture Estate, all of which shall remain fully enforceable and intact.
Except as otherwise provided under this Agreement, the failure by the Indenture
Trustee, the Lenders, the Owner Participant or the Owner Trustee to exercise any
right under the Operative Documents or otherwise shall not operate as a waiver
thereof or preclude any other or further exercise thereof. Prior to the
occurrence of the Effective Date, (1) the Operative Documents shall remain in
full force and effect and (2) nothing herein shall affect the terms of the
Operative Documents and the respective rights and interests of the parties
thereunder and otherwise (other than the forbearance as provided in Section
10(L) of this Agreement).
(I) Costs and Expense of Enforcement. This Agreement is and may be pleaded
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as a full and complete defense against, and is and may be used as the basis for,
an injunction against prosecution of any claim which seeks recovery or relief
contrary to the terms of this Agreement. Should any party hereto retain counsel
for the purpose of restraining, enjoining, or otherwise preventing the breach
of, or enforcing, this Agreement, including without limitation the commencement
of any action or proceeding to enforce any provision of this Agreement or to
obtain (a) damages by reason of any alleged breach of any provision hereof, (b)
a declaration of the rights or obligations of the other parties hereto, or (c)
any other judicial remedy in connection therewith, the prevailing party shall be
entitled, in addition to such other relief as may be granted in such action or
proceeding, whether at trial or an appeal, to be reimbursed by the other party
for all costs and expenses incurred as a result thereof, including without
limitation reasonable attorneys' fees.
(J) Representation by Counsel. Each of the parties hereto acknowledges
that it has been represented in the negotiation of this Agreement by (an)
attorney(s) of its own choosing and that no party has relied upon any
representations from the other parties except as specifically provided in this
Agreement.
(K) Benefits of Agreement. Other than to the parties hereto (or their
respective successors or permitted assigns), nothing in this Agreement, express
or implied, shall give to any other person or entity any benefit or any legal or
equitable right, remedy or claim.
(L) Forbearance. Unless and until the earlier to occur of (i) a Discount
Termination Event or (ii) an Event of Default under sections 4.02(b) - (j) of
the Indenture, each Lender, the Indenture Trustee, the Owner Participant and the
Owner Trustee agree to forbear from (x) enforcing their rights under the
Operative Documents to seek payment of (1) the outstanding unpaid principal
amounts owed to such Lender under the Equipment Notes, (2) all accrued but
unpaid interest on the outstanding principal amount of the Equipment Notes, (3)
the Make-Whole Premium Amount, and (y) exercising any rights and/or remedies
that arise out of the Events of Default that are in existence as of the date
hereof. Notwithstanding the foregoing, nothing herein shall limit or prejudice
the rights of the Lenders, the Indenture Trustee, the Owner Trustee and the
Owner Participant to enforce this Agreement.
(M) Subrogation. Upon making full payment of the amounts due to the
parties hereunder in accordance with the terms hereof, the Guarantor shall be
subrogated to the rights of such parties as of and after the Effective Date.
(N) Waiver of Notice Periods & Prohibitions Set Forth in Operative
Documents. Except as otherwise set forth herein, the parties hereby expressly
waive any and all notice and demand requirements and other prohibitions to the
effectuation of the transactions set forth in this Agreement as may be contained
in the Operative Documents, including, but not limited to, (i) the notice period
for any existing events that would constitute Events of Default under the Lease
and the other Operative Documents but for the expiration of such period, (ii)
the five day written demand requirement set forth in section 1 of the Guaranty,
and (iii) until the occurrence of a Discount Termination Event, the equity cure
rights under
00
Xxxxxxxx Xxxxxxx Xxxxxxxxx - Xxxxxxx Xxxx
the Operative Documents, provided that the parties hereby acknowledge and agree
that the execution and performance of this Agreement shall not constitute either
notice of an intent to foreclose or the commencement of foreclosure proceedings
by the Indenture Trustee for purposes of the equity cure rights and/or purchase
election rights under the Operative Documents (including, but not limited to,
Section 2.13 of the Indenture).
(O) Interest: If Guarantor fails to pay any cash or cash equivalent to
any Lender, the Indenture Trustee, the Lenders' Counsel, the Owner Trustee, the
Owner Participant or the Owner Participants' Counsel in accordance with the
terms hereof within six Business Days of the Demand Date, Guarantor shall pay
interest on the amount of such payment to the other party for the period
thereafter to but excluding the date on which payment is made at the Overdue
Rate.
(P) Reinstatement. The respective obligations, guarantees, liens, charges
and other encumbrances of Lessee and the Guarantor under the Operative Documents
(including, but not limited to the Guarantee) shall be automatically reinstated
in full (and without regard to any waiver or compromise by any Lender, Owner
Trustee, Owner Participant or Indenture Trustee contemplated hereby) if for any
reason the payment by the Guarantor hereunder is rescinded or must otherwise be
restored, in whole or in part, by any Lender, the Indenture Trustee, the Owner
Participant and/or the Owner Trustee, whether as a result of any proceedings in
bankruptcy or reorganization or otherwise, and the Guarantor shall indemnify
each Lender, the Indenture Trustee, the Owner Participant and the Owner Trustee
on demand for all reasonable costs and expenses (including fees of counsel)
incurred by the Lenders in connection with such rescission or restoration,
including any such costs and expenses incurred in defending against any claims
alleging that such payment constituted a fraudulent transfer, preference or
similar payment under any bankruptcy, insolvency or similar law.
(Q) Transfers By Indenture Trustee upon receipt of Payments under Section
2(a) of this Guaranty Payment Agreement. Within one (1) Business Day of the
Indenture Trustee's receipt of the Lender Guaranty Payment Amount for each
Lender, the Indenture Trustee shall pay to each Lender the Lender Guarantee
Payment Amount for each such lender by wire transfer, in accordance with the
wire transfer instructions for each such Lender as set forth on Schedule A
hereto. Within one (1) Business Day of the Indenture Trustee's receipt of the
Lenders' Counsel Guaranty Payment Amount, the Indenture Trustee shall pay to the
Lenders' Counsel the Lenders' Counsel Guarantee Payment Amount by wire transfer,
in accordance with the wire transfer instructions for the Lenders' Counsel as
set forth on Schedule A hereto.
(R) Transfers By Owner Trustee upon receipt of Payments under Section 2(a)
of this Guaranty Payment Agreement. Within one (1) Business Day of the Owner
Trustee's receipt of the Owner Participant Guaranty Payment Amount, the Owner
Trustee shall pay to the Owner Participant the Owner Participant Guarantee
Payment Amount by wire transfer, in accordance with the wire transfer
instructions for the Owner Participant as set forth on Schedule A hereto. Within
one (1) Business Day of the Owner Trustee's receipt of
00
Xxxxxxxx Xxxxxxx Xxxxxxxxx - Xxxxxxx Xxxx
the Owner Participant's Counsel Guaranty Payment Amount, the Owner Trustee shall
pay to the Owner Participant's Counsel the Owner Participant's Counsel Guarantee
Payment Amount by wire transfer, in accordance with the wire transfer
instructions for the Owner Participant's Counsel as set forth on Schedule A
hereto.
(S) Direction to Indenture Trustee: Each Lender, by its execution of this
Agreement, hereby directs the Indenture Trustee to execute this Agreement and
become a party hereto.
(T) Direction to Owner Trustee: The Owner Participant, by its execution
of this Agreement, hereby directs the Owner Trustee to execute this Agreement
and become a party hereto.
(U) Indemnification Regarding Transfer of Equity Interest: Guarantor
agrees to indemnify and hold harmless the Owner Participant and the Owner
Participant Guarantor from any liability incurred by the Owner Participant or
the Owner Participant Guarantor to the Owner Trustee after the Effective Date
based upon either (i) the transfer of the Equity Interest by the Owner
Participant to the Guarantor or (ii) circumstances not existing immediately
prior to such transfer or (iii) events occurring after such transfer.
LG ELECTRONICS INC.
By:
----------------------------------------
Name:
Title:
FIRST SECURITY BANK, NATIONAL
ASSOCIATION, not in its individual capacity
but solely as Indenture Trustee
By:
----------------------------------------
Name:
Title:
COVA FINANCIAL SERVICES LIFE
INSURANCE COMPANY, as a Lender
By: Conning Asset Management Company
17
By:______________________________
Name:
Title:
PENINSULAR LIFE INSURANCE CO., as a
Lender
By: Conning Asset Management Company
By:______________________________
Name:
Title:
OCCIDENTAL LIFE INSURANCE
COMPANY OF NORTH CAROLINA, as a Lender
By: Conning Asset Management Company
By:______________________________
Name:
Title:
EXECUTIVE RISK INDEMNITY INC., as a
Lender
By: Conning Asset Management Company
By:______________________________
Name:
Title:
18
Guaranty Payment Agreement - Melrose Park
XXXXXXX & CO., as a Lender
By: Xxxxxx Guaranty Trust Company of New
York as trustee under Declaration of
trust dated December 9, 1960, as Amended,
for the Commingled Pension Trust Fund
(Fixed Income-Corporate Private Placement
Fund)
By:______________________________
Name:
Title:
HOW & COMPANY., as a Lender
By: X.X. Xxxxxx Investment Management
Inc., as Investment Manager for an
institutional investor
By:______________________________
Name:
Title:
HOW & COMPANY., as a Lender
By: X.X. Xxxxxx Investment Management
Inc., as Investment Manager for an
institutional investor
By:______________________________
Name:
Title:
19
Guaranty Payment Agreement - Melrose Park
MELLON BANK, N.A., solely in its capacity as Trustee for the Long-
Term Investment Trust (as directed by X.X. Xxxxxx Investment
Management Inc.), and not in its individual capacity, as a Lender.
By:______________________________
Name:
Title:
WHEELMOTOR & CO., as a Lender
By: Xxxxxx Guaranty Trust Company of New York as Investment
Manager
By:______________________________
Name:
Title:
XXXX XXXXXXX MUTUAL LIFE INSURANCE COMPANY, as a Lender
By:______________________________
Name:
Title:
XXXX XXXXXXX VARIABLE LIFE INSURANCE COMPANY, as a Lender
By:______________________________
Name:
Title:
00
Xxxxxxxx Xxxxxxx Xxxxxxxxx - Xxxxxxx Xxxx
GENERAL FOODS CREDIT CORPORATION,
as Owner Participant,
By:____________________________
Name:
Title
FLEET NATIONAL BANK, not in its individual
capacity but solely as Owner Trustee,
By:____________________________
Name:
Title:
ACKNOWLEDGED AND AGREED TO BY (and
the undersigned hereby confirms the representations,
warranties and acknowledgements expressed to be made
by it as set forth in this Agreement):
ZENITH ELECTRONICS CORPORATION, as Lessee
By:______________________________
Name:
Title:
00
Xxxxxxxx Xxxxxxx Xxxxxxxxx - Xxxxxxx Xxxx
Schedule A
----------
A. LENDERS
1. COVA Financial Services Life Insurance Company
Note A-4
Wire Transfer Instructions:
----------------------------
NORTHERN CHGO/Trust
ABA #07100052
Credit Wire account #5186041000
Account 26-02281/COVA Financial
Services Life Insurance Company
Notices Regarding Payments
--------------------------
General American Life Insurance Company
Attn: Investment Accounting
X.X. Xxx 000
Xx. Xxxxx, XX 00000
Telephone No.:
Facsimile No.:
and
COVA Financial Services Life Insurance Co.
C/O The Northern Trust Company
X.X. Xxx 00000
Xxxxxxx, XX 00000
Telephone No.:
Facsimile No.:
All Other Notices:
------------------
General American Life Insurance Company
Attn: Securities Division
X.X. Xxx 000
Xx. Xxxxx, XX 00000
Telephone No.:
Facsimile No.:
and
1
Guaranty Payment Agreement - Melrose Park
COVA Financial Life Insurance Co.
C/O The Northern Trust Company
X.X. Xxx 00000
Xxxxxxx, XX 00000
Telephone No.:
Facsimile No.:
2
Guaranty Payment Agreement - Melrose Park
2. Peninsular Life Insurance Co.
Note A-5
Wire Transfer Instructions:
----------------------------
The Bank of New York
ABA #0201008018
P & I Department, Account GLA IOC566
FFC: Peninsular Life Insurance Co.
Custody Account 934446
All Notices should be sent to:
------------------------------
Xxxxxx Xxxxx
PennCorp Financial
000 0/xx/ Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Telephone No.:
Facsimile No.:
and
Xxxxxx Xxxx
The Bank of New York
Xxx Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone No.:
Facsimile No.:
and
Conning Asset Management
Attention: Securities
X.X. Xxx 000
Xx. Xxxxx, XX 00000
Telephone No.:
Facsimile No.:
and
Xxx Xxxxxx
Southwestern Life Insurance Co.
000 X. Xxxxx Xxxxxx
Xxxxxx, XX 00000
Telephone No.:
Facsimile No.:
3
Guaranty Payment Agreement - Melrose Park
3. Occidental Life Insurance Company of North Carolina
Note: A-6
Wire Transfer Instructions
--------------------------
The Bank of New York
ABA 000000000
P & I Department, Account GLA IOC 566
FFC: Occidental Life Insurance
Custody Account 933440
All Notices should be sent to:
------------------------------
Xxxxxx Xxxxx
PennCorp Financial
000 0/xx/ Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Telephone No.:
Facsimile No.:
and
Xxxxxx Xxxx
The Bank of New York
Xxx Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone No.:
Facsimile No.:
and
Conning Asset Management
Attention: Securities
X.X. Xxx 000
Xx. Xxxxx, XX 00000
Telephone No.:
Facsimile No.:
and
Xxx Xxxxxx
Southwestern Life Insurance Co.
000 X. Xxxxx Xxxxxx
Xxxxxx, XX 00000
Telephone No.:
Facsimile No.:
4
Guaranty Payment Agreement - Melrose Park
4. Executive Risk Indemnity
Note: A-7
Wire Transfer Information:
--------------------------
Chase Manhattan Bank
ABA 000000000
For account of Executive Risk Indemnity Inc.
Account G04211
All Notices should be sent to:
------------------------------
Doll Xxxxxxxx
Xxxxx Manhattan Bank
4 Chase Metro Tech Center, 0/xx/ Xxxxx
Xxxxxxxx, XX 00000
Telephone No.:
Facsimile No.:
And
Executive Risk
Xxx Xxxxxxxx
Investment Department
00 Xxx Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Telephone No.:
Facsimile No.:
And
Conning Asset Management
Attention: Securities
X.X. Xxx 000
Xx. Xxxxx, XX 00000
Telephone No.:
Facsimile No.:
5
Guaranty Payment Agreement - Melrose Park
5. Xxxxxxx & Co.
Note A-8
Wire transfer Instructions:
---------------------------
Bk of NYC/CTR/BBK
IOC 566 Custody
JPMIM Incoming Wire Account
ABA 000000000
Acct. No. 188967
Re: L G Elec
All Notices should be sent to:
------------------------------
X.X. Xxxxxx Investment Management Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Securities Administration
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
6. How & Company
Note A-9
Wire transfer Instructions:
---------------------------
Northern Trust Co.
Northern Chgo/Tr
ABA #000-000-000
Wire A/C #5186041000
A/C #17-66833 Annuity Board
All Notices should be sent to:
------------------------------
Northern Trust Co.
000 X. Xxxxx Xxxxxx, XXX
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxx
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
6
Guaranty Payment Agreement - Melrose Park
7. Mellon Bank, N.A., solely in its capacity as trustee for the Long-Term
Investment Trust (as directed by X.X. Xxxxxx Investment Management Inc.),
and not in its individual capacity.
Note A-10
Wire Transfer Instructions:
----------------------------
Ttee for Long-Term Investment Trust
Federal Reserve Bank of Boston
ABA #000-000-000/BOS SAFE DEP
DDA #125261 A/C
Ref A/C ATTF1791352
Re: L G Electronics
All Notices should be sent to:
------------------------------
Mellon Bank NA
One Mellon Bank Center
Room 151-1310
Xxxxxxxxxx, XX 00000
Attn: Xxxxxxxx Xxxxx
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
7
Guaranty Payment Agreement - Melrose Park
8. Wheelmotor & Co.
Note A-11
Wire transfer Instructions:
---------------------------
Xxxxx Xxxxxx Xxxx & Xxxxx Xx. - Xxxxxx XX
ABA 000-000-000
Acct #EF4A
Acct Name: Global
Strategic Income (Corporate Portfolio)
All Notices should be sent to:
------------------------------
State Street Bank & Trust Co.
Xxx Xxxxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx, Xxxxxx 5 South
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
8
Guaranty Payment Agreement - Melrose Park
9. Xxxx Xxxxxxx Mutual Life Insurance Company
Note No. A-2
1. Wire Transfer Instructions:
---------------------------
The First National Bank of Boston
ABA No. 000000000
Xxxxxx, Xxxxxxxxxxxxx 00000
Account of: Xxxx Xxxxxxx Mutual Life Insurance Company
Private Placement Collection Account
Account Number: 541-55417
On Order of: Fleet National Bank Cusip: 33903*DF3
2. Contemporaneous with the above wire transfer, advice setting forth:
(1) the full name, interest rate and maturity date of the Notes or other
obligations;
(2) allocation of payment between principal and interest and any special
payment; and
(3) name and address of Bank (or Trustee) from which wire transfer was
sent
should be delivered or mailed to:
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Manager, Investment Accounting Division, B-3
Telephone No.:
Facsimile No.: (000) 000-0000
3. All Notices should be sent to:
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Manager, Investment Accounting Division, B-3
Telephone No.:
Facsimile No.:
and
9
Guaranty Payment Agreement - Melrose Xxxx
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Bond and Corporate Finance Dept. T-57
Telephone No.:
Facsimile No.:
10
Guaranty Payment Agreement - Melrose Park
4. Xxxx Xxxxxxx Mutual Life Insurance Company
Note: A-1
1. Wire transfer Instructions:
--------------------------
The First National Bank of Boston
ABA No. 000000000
Xxxxxx, Xxxxxxxxxxxxx 00000
Account of: Xxxx Xxxxxxx Mutual Life Insurance Company
Private Placement Collection Account
Account Number: 541-55417
On Order of: Fleet National Bank Cusip: 33903*DF3
2. Contemporaneous with the above wire transfer, advice setting forth:
(1) the full name, interest rate and maturity date of the Notes or
other obligations;
(2) allocation of payment between principal and interest and any
special payment and
(3) name and address of Bank (or Trustee) from which wire transfer
was sent
should be delivered or mailed to:
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Manager, Investment Accounting Division, B-3
Telephone No.:
Facsimile No.: (000) 000-0000
3. All notices should be sent to:
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Manager, Investment Accounting Division, B-3
Telephone No.:
Facsimile No.:
And
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Bond and Corporate Finance Dept. T-57
Telephone No.:
00
Xxxxxxxx Xxxxxxx Xxxxxxxxx - Xxxxxxx Xxxx
Facsimile No.:
12
Guaranty Payment Agreement - Melrose Park
4. Xxxx Xxxxxxx Variable Life Insurance Company
Note: A-12
1. Wire Transfer Instructions:
---------------------------
The First National Bank of Boston
ABA No. 01100390
Xxxxxx, Xxxxxxxxxxxxx 00000
Account: Xxxx Xxxxxxx Mutual Life Insurance Company
Private Placement Collection Account
Account Number: 541-55417
On Order of: Fleet National Bank Cusip: 33903*DF3
2. Contemporaneous with the above wire transfer, advice setting forth:
(1) the full name, interest rate and maturity date of the Notes are
other obligations
(2) allocation of payment between and interest and any special
payment; and
(3) name and address of Bank (or Trustee) from which wire transfer
was sent
should be delivered or mailed to:
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Manager, Investment Accounting Division, B-3
Telephone No.:
Facsimile No.: (000) 000-0000
and
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Bond and Corporate Finance Group T-57
Telephone No.:
Facsimile No.:
13
Guaranty Payment Agreement - Melrose Park
3.. All notices should be sent to:
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Manager, Investment Accounting Division, B-3
Telephone No.:
Facsimile No.: (000) 000-0000
And
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Bond and Corporate Finance Dept. T-57
Telephone No.:
Facsimile No.:
14
Guaranty Payment Agreement - Melrose Park
4. Xxxx Xxxxxxx Mutual Life Insurance Company
Note No. A-3
1. Wire transfer Instructions:
--------------------------
Investors Bank & Trust Company
Xxxxxx, Xxxxxxxxxxxxx 00000
ABA No. 000000000
Account Number: 79650-9107
for further credit to General Motors 76-1, Account 99099
On Order of: Fleet National Bank Cusip: 33903*DF3
2. Contemporaneous with the above wire transfer, advice setting forth:
(1) the full name, interest rate and maturity date of the Notes or
other obligations;
(2) allocation of payment between principal and interest and any
special payment and
(3) name and address of Bank (or Trustee) from which wire transfer
was sent
should be delivered or mailed to:
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Manager, Investment Accounting Division, B-3
Telephone No.:
Facsimile No.: (000) 000-0000
3. All notices should be sent to:
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Manager, Investment Accounting Division, B-3
Telephone No.:
Facsimile No.: (000) 000-0000
and
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Bond and Corporate Finance Dept. T-57
15
Guaranty Payment Agreement - Melrose Park
Telephone No.:
Facsimile No.:
4. Xxxx Xxxxxxx Mutual Life Insurance Company
Note. A-13
1. Wire transfer Instructions
-- --------------------------
Investors Bank & Trust Company
Xxxxxx, Xxxxxxxxxxxxx 00000
ABA No. 000000000
Account Number: 79650-9107
for further credit to General Motors 77-1, Account 99100
On Order of: Fleet National Bank Cusip: 33903*DF3
2. Contemporaneous with the above wire transfer, advice setting forth:
(1) the full name, interest rate and maturity date of the Notes or
other obligations;
(2) allocation of payment between principal and interest and any
special payment and
(3) name and address of Bank (or Trustee) from which wire transfer
was sent
should be delivered or mailed to:
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Manager, Investment Accounting Division, B-3
Telephone No.:
Facsimile No.: (000) 000-0000
3. All notices should be sent to:
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Manager, Investment Accounting Division, B-3
Telephone No.:
Facsimile No.: (000) 000-0000
and
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
00
Xxxxxxxx Xxxxxxx Xxxxxxxxx - Xxxxxxx Xxxx
Attention: Bond and Corporate Finance Dept. T-57
Telephone No.:
Facsimile No.:
4. Xxxx Xxxxxxx Mutual Life Insurance Company
Note No. A-14
1. Wire transfer Instructions:
-- --------------------------
Investors Bank & Trust Company
Xxxxxx, Xxxxxxxxxxxxx 00000
ABA No. 000000000
Account Number: 79650-9107
for further credit to General Motors B6-1, Account 99237
On Order of: Fleet National Bank Cusip: 33903*DF#
2. Contemporaneous with the above wire transfer, advice setting forth:
(1) the full name, interest rate and maturity date of the Notes or
other obligations;
(2) allocation of payment between principal and interest and any
special payment and
(3) name and address of Bank (or Trustee) from which were transfer
was sent
should be delivered or mailed to:
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Manager, Investment Accounting Division, B-3
Telephone No.:
Facsimile No.: (000) 000-0000
3. All notices should be sent to:
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Manager, Investment Accounting Division, B-3
Telephone No.:
Facsimile No.:
and
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
17
Guaranty Payment Agreement - Melrose Park
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Bond and Corporate Finance Dept. T-57
Telephone No.:
Facsimile No.: (000) 000-0000
B. INDENTURE TRUSTEE
-----------------
Wire Transfer Instructions:
---------------------------
First Security Bank, National Association
Acct: 051-0922115
ABA: 000-000-000
Ref: Zenith
Attn: Corporate Trust
Telephone No.:
Facsimile No.:
All Notices should be sent to:
------------------------------
First Security Ban, National Association
00 X. Xxxx Xxxxxx
Xxxx Xxxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
Fax: (000) 000-0000
Attn: Corporate Trust Services
C. LENDERS' COUNSEL
Wire Transfer Instructions:
-----------------------------
The Chase Manhattan Bank, N.A.
ABA No. 000-000-000
1 Chase Xxxxxxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Milbank, Tweed, Xxxxxx & XxXxxx
Account No. 000-0-000000
Reference: LGE/Zenith
All Notices should be sent to:
------------------------------
Milbank, Tweed, Xxxxxx & XxXxxx
0 Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxx, Esq.
Telephone No.: 000-000-0000:
00
Xxxxxxxx Xxxxxxx Xxxxxxxxx - Xxxxxxx Xxxx
Facsimile No.: 000-000-0000
D. OWNER PARTICIPANT
Wire Transfer Instructions:
-----------------------------
All Notices should be sent to:
------------------------------
General Foods Credit Corporation
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxx, XX 00000-0000
Attention: Vice President -- Leasing
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
And
General Foods Credit Corporation
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxx, XX 00000-0000
Attention: General Counsel
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
19
Guaranty Payment Agreement - Melrose Park
E. OWNER TRUSTEE
Wire Transfer Instructions:
----------------------------
State Street Bank and Trust Company (for Fleet National Bank)
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Acct. No.: 0000-000-0
ABA No.: 011-00-0028
Attention: Xxxxx Xxxxxxxx
Ref.: Zenith Electronics/PMCC
All Notices should be sent to:
------------------------------
Fleet National Bank
c/o State Street Bank and Trust Company
Xxxxxxx Square
000 Xxxxxx Xxxxxx, 00/xx/ Xxxxx
Xxxxxxxx, XX 00000
Attention: Corporate Trust Administration
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
F. OWNER PARTICIPANT'S COUNSEL
Wire Transfer Instructions:
---------------------------
All Notices should be sent to:
------------------------------
Xxxxx Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx, Esq.
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
00
Xxxxxxxx Xxxxxxx Xxxxxxxxx - Xxxxxxx Xxxx
SCHEDULE B
Aggregate Of All Of The Lenders'
Lender Guaranty Payment Amounts (assuming
payment within 3 Business Days of Demand Date):
$48,417,344.23
Indenture Trustee Guaranty Payment Amount: $ 500.00
Lenders' Counsel Guaranty Payment Amount: $ 23,500.00
Owner Participant Guaranty Payment Amount: $20,136,665.00
Owner Participant's Counsel Guaranty Payment Amount: $ 23,500.00
Owner Trustee Guaranty Payment Amount: $ 1,767.50
0
Xxxxxxxx Xxxxxxx Xxxxxxxxx - Xxxxxxx Xxxx
SCHEDULE C
As of July 17, 1998, the aggregate outstanding amount owed to the
Lenders under the Operative Documents for unpaid principal, unpaid interest, the
Make-Whole Premium Amount (determined solely for purposes hereof assuming July
17, 1998 to be the prepayment date), and under the Guaranty Payment Agreement
for the Adjusted Make-Whole Premium Amount (determined by assuming that the
Demand Date is July 17, 1998) is as follows:/1/
NAME OF OBLIGEE; (NOTE) UNPAID PRINCIPAL ACCRUED, MAKE-WHOLE ADJUSTED TOTAL OWED (Total LENDER GUARANTY
AMOUNT UNPAID PREMIUM MAKE-WHOLE of unpaid PAYMENT AMOUNT
INTEREST AMOUNT PREMIUM principal, accrued UNDER EACH
AMOUNT interest and EQUIPMENT NOTE
Make-Whole Premium (Total of unpaid
Amount) principal,
accrued interest
and Adjusted
Make-Whole
Premium Amount
(assuming payment
within 3 Business
Days of Demand
Date)
====================================================================================================================================
COVA Financial Services $ 3,834,553.18 $ 101,328.07 $ 508,806.86 $ 313,896.52 $ 4,444,688.11 $ 4,249,777.77
Life Insurance Company
(Note A-4)
Peninsular Life Insurance $ 737,414.07 $ 19,486.17 $ 97,847.47 $ 60,364.72 $ 854,747.71 $ 817,264.96
Co. (Note A-5)
Occidental Life Insurance $ 1,917,276.60 $ 50,664.03 $ 254,403.43 $ 156,948.26 $ 2,222,344.06 $ 2,124,888.89
Company of
---------------
/1/ These amounts exclude all other amounts (such as various costs, expenses
and fees) due to the Lenders and the Indenture Trustee under the Operative
Documents.
0
Xxxxxxxx Xxxxxxx Xxxxxxxxx - Xxxxxxx Xxxx
================================================================================================================================
NAME OF UNPAID ACCRUED, MAKE-WHOLE ADJUSTED TOTAL OWED (Total LENDER
OBLIGEE; (NOTE) PRINCIPAL UNPAID PREMIUM MAKE-WHOLE of unpaid principal, GUARANTY
AMOUNT INTEREST AMOUNT PREMIUM accrued interest and PAYMENT
AMOUNT Make-Whole Premium AMOUNT UNDER
Amount) EACH
EQUIPMENT
NOTE (Total of
unpaid principal,
accrued interest and
Adjusted Make-Whole
Premium Amount
(assuming payment
within 3 Business Days
of Demand Date)
==================================================================================================================================
North Carolina
(Note: A-6)
----------------------------------------------------------------------------------------------------------------------------------
Executive Risk $ 2,654,690.67 $ 70,150.20 $ 352,250.91 $ 217,312.98 $ 3,077,091.78 $ 2,942,153.85
Indemnity
(Note A-7)
----------------------------------------------------------------------------------------------------------------------------------
Xxxxxxx & Co. $13,420,936.14 $ 368,158.65 $1,780,824.02 $1,098,637.83 $15,569,918.81 $14,887,732.62
(Note A-8)
----------------------------------------------------------------------------------------------------------------------------------
How & Company $ 1,474,828.15 $ 40,456.99 $ 195,694.95 $ 120,729.43 $ 1,710,980.09 $ 1,636,014.57
(Note A-9)
----------------------------------------------------------------------------------------------------------------------------------
Mellon Bank, N.A. $ 2,949,656.30 $ 80,913.99 $ 391,389.89 $ 241,458.86 $ 3,421,960.18 $ 3,272,029.15
(Note A-10)
----------------------------------------------------------------------------------------------------------------------------------
Wheelmotor & Co. $ 368,707.04 $ 10,114.25 $ 48,923.74 $ 30,182.36 $ 427,745.03 $ 409,003.65
(Note A-11)
----------------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxx Mutual $ 3,760,811.86 $ 104,111.81 $ 497,636.85 $ 307,032.96 $ 4,362,560.52 $ 4,171,956.63
Life Insurance
Company (Note
No. A-2)
----------------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxx Mutual $ 8,848,970.81 $ 244,969.01 $1,170,910.46 $ 722,430.63 $10,264,850.28 $ 9,816,370.45
Life Insurance
Company (Note:
A-1)
----------------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxx $ 2,212,241.85 $ 61,242.23 $ 292,727.50 $ 180,607.59 $ 2,566,211.58 $ 2,454,091.67
Variable Life
2
Guaranty Payment Agreement - Melrose Park
====================================================================================================================================
NAME OF OBLIGEE; (NOTE) UNPAID PRINCIPAL ACCRUED, MAKE-WHOLE ADJUSTED TOTAL OWED (Total LENDER GUARANTY
AMOUNT UNPAID PREMIUM MAKE-WHOLE of unpaid PAYMENT AMOUNT
INTEREST AMOUNT PREMIUM principal, accrued UNDER EACH
AMOUNT interest and EQUIPMENT NOTE
Make-Whole Premium (Total of unpaid
Amount) principal,
accrued interest
and Adjusted
Make-Whole
Premium Amount
(assuming payment
within 3 Business
Days of Demand
Date)
====================================================================================================================================
Insurance Company (Note:
A-12)
------------------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxx Mutual Life $ 737,414.93 $ 20,414.10 $ 97,575.96 $ 60,202.61 $ 855,404.99 $ 818,031.64
Insurance Company (Note
No. A-3)
------------------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxx Mutual Life $ 368,706.00 $ 10,207.01 $ 48,787.79 $ 30,101.18 $ 427,700.80 $ 409,014.19
Insurance Company (Note.
A-13)
------------------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxx Mutual Life $ 368,706.00 $ 10,207.01 $ 48,787.79 $ 30,101.18 $ 427,700.80 $ 409,014.19
Insurance Company (Note
No. A-14)
------------------------------------------------------------------------------------------------------------------------------------
TOTALS $43,654,913.60 $1,192,423.52 $5,786,567.62 $3,570,007.11 $50,633,904.74 $48,417,344.23
====================================================================================================================================
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