FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (this "Amendment") effective
as of the 29th day of October, 1997, among ZENITH ELECTRONICS CORPORATION,
a Delaware corporation (the "Borrower"), the financial institutions listed
on the signature pages hereof as Lenders (the "Lenders"), CITIBANK, N.A., as
issuing bank (the "Issuing Bank") and CITICORP NORTH AMERICA, INC., as
agent (the "Agent"),
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Issuing Bank and the Agent
are parties to that certain Credit Agreement dated as of March 31, 1997 (as
amended, restated supplemented or otherwise modified from time to time,
the "Credit Agreement"); and
WHEREAS, the Borrower has requested that certain terms of the Credit
Agreement be amended, and the Agent, the Issuing Bank and the Lenders
have agreed to the requested amendments on the terms and conditions
set forth herein;
NOW THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration paid by each party to the other, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Amendment to Article 1. Article 1 of the Credit Agreement,
Definitions, is hereby amended by:
(a) adding the following definitions of "Additional Unsecured Debt",
"Availability", "Mortgage", "Series 2000 Debentures", "Series 2001
Debentures", "Series 2011 Debentures" and "Subordination Agreement"
thereto:
"Additional Unsecured Debt" shall mean the unsecured Funded
Debt consisting of revolving credit lines made available to be
borrowed by the Borrower after the Agreement Date but commencing
prior to December 31, 1997, which are provided to the Borrower by
one or more lenders, in an aggregate principal amount not exceeding
$160 million, and on terms and conditions substantially similar to
those set forth on Schedule A attached hereto, and evidenced by
documentation in form and substance, acceptable to the Agent.
"Availability" shall mean at any time of determination,(a) the
average Borrowing Base for the preceding ten (10) Business Day period
minus (b) the average Aggregate Revolving Credit Obligations for the
preceding ten (10) Business Day period.
"Mortgage" shall mean, collectively, any Mortgage and Security
Agreement or similar agreement executed and delivered by the Borrower
or any Material Subsidiary after the Agreement Date, pursuant to which
the Borrower or such Material Subsidiary grants to the Agent a
first priority perfected security interest in and Lien on all of the
Borrower's or such Material Subsidiary's owned real property and
Equipment located in the United States, as the same may be amended,
modified, or supplemented from time to time.
"Series 2000 Debentures" shall mean those certain 8.5% Senior
Subordinated Convertible Debentures issued by the Borrower, due
November 19, 2000 in an aggregate principal amount not exceeding
$55,000,000, and governed by that certain Debenture Purchase Agreement
dated as of November 19, 1993, between the Borrower and the
institutional investor named therein (as amended prior to the
Agreement Date).
"Series 2001 Debentures" shall mean those certain 8.5% Senior
Subordinated Convertible Debentures issued by the Borrower, due
January 18, 2001 in an aggregate principal amount not exceeding
$20,000,000, and governed by that certain Debenture Purchase Agreement
dated as of January 11, 1994, between the Borrower and the
institutional investor named therein (as amended prior to the
Agreement Date).
"Series 2011 Debentures" shall mean those certain 6.25% Convertible
Subordinated Debentures issued by the Borrower, due April 1,
2011 in an aggregate principal amount not exceeding $115,000,000, and
governed by that certain Indenture dated as of April 1, 1986, between
the Borrower and The First National Bank of Boston, as trustee (as
amended prior to the Agreement Date).
"Subordination Agreement" shall have the meaning set forth in
paragraph (j) of the definition of "Permitted Liens" set forth in
Article 1 hereof."
(b) deleting the definitions of "Lease Transactions" and "Subsequent
Lease Transactions" set forth therein in the entirety.
(c) deleting the definitions of "Security Documents" and "Subordinated
Debentures" set forth therein in the entirety and substituting the
following, respectively, in their place:
""Security Documents" shall mean, collectively, the Security
Agreement, the Pledge Agreement, the Assignment of Notes, the
Intellectual Property Security Agreements, the Subsidiary Guaranty,
the Subsidiary Security Agreement, the Mortgage, the Subordination
Agreement, all UCC-1 financing statements and any other document,
instrument or agreement granting Collateral for the Obligations, as
the same may be amended or modified from time to time.
"Subordinated Debentures" shall mean, collectively, (a) the Series
2000 Debentures, (b) the Series 2001 Debentures, and (c) the Series
2011 Debentures."
(d) amending the definition of "Permitted Liens" by deleting
the "and" at the end of paragraph (h) thereof, deleting the period
at the end of paragraph (i) thereof, and substituting "; and" in lieu
of such period, and adding the following paragraph (j) at the end
thereof:
"(j) Liens in favor of LGE on the Capital Stock of the Borrower's
domestic Subsidiaries and on the Intellectual Property (other than the
Tuning Patents, Tuning Patent Royalties and License Agreements), real
estate and Equipment located in the United States of the Borrower and
its Material Subsidiaries securing any guaranty of LGE of the
Additional Unsecured Debt provided such Liens are at all times fully
subordinated to the prior Liens of the Agent (for its benefit and the
benefit of the Lenders) on such assets pursuant to a subordination
agreement (the "Subordination Agreement") in form and substance
satisfactory to the Agent in its sole discretion."
2. Amendment to Section 2.6. Section 2.6(c) of the Credit Agreement,
Other Mandatory Repayments, is hereby amended by deleting subparagraphs
(i) and (ii) thereof in their entirety and substituting the following,
respectively, in their place:
"(i) In the event that after the Agreement Date, the Borrower
shall issue any Capital Stock (other than in connection with the
exercise of employee or LGE stock options), shall sell any of its
assets (other than sales of Inventory in the ordinary course of its
business or pursuant to the Receivables Securitization) or shall
incur any Funded Debt other than the Obligations and other than
the Additional Unsecured Debt, one hundred percent (100%) of the Net
Cash Proceeds received by the Borrower from such issuance, sale or
incurrence shall be paid on the date of receipt of the
proceeds thereof by the Borrower to the Lenders as a mandatory payment
of the Revolving Loans and the Term Loan, on a pro-rata basis. The
payment of the Term Loan due hereunder shall be applied to reduce the
Term Loan quarterly principal installments set forth in Section 2.6(b)
in the inverse order of maturity. The Revolving Loan Commitment shall
be permanently reduced by the amount of the payment of the Revolving
Loans due hereunder, whether or not such payment is made. Nothing in
this Section shall authorize the Borrower to issue any Capital Stock,
sell any assets or incur any Funded Debt except as expressly permitted
by this Agreement.
(ii) INTENTIONALLY OMITTED."
3. Amendment to Section 5.1. Section 5.1 of the Credit Agreement,
Preservation of Existence and Similar Matters, is hereby deleted in its
entirety and the following substituted in its place:
"Section 5.1 Preservation of Existence and Similar Matters. The
Borrower will, and will cause each of the Borrower's Subsidiaries
(other than the Immaterial Subsidiaries and except in connection
with a merger permitted by Section 7.7(e) provided the Agent receives
thirty (30) day's prior written notice of any such merger) to (i)
preserve and maintain their respective existence, rights, franchises,
licenses, and privileges in their respective jurisdiction of
incorporation including, without limitation, all Necessary
Authorizations material to its business, and (ii) qualify and
remain qualified and authorized to do business in each jurisdiction
in which the character of their respective properties or the
nature of their respective business requires such qualification
or authorization."
4. Amendment to Section 5.20. Section 5.20 of the Credit Agreement,
Lease Transactions, is hereby deleted in its entirety and the following
substituted in its place:
"Section 5.20 Minimum Availability. On the tenth (10th)
Business Day after the Borrower's receipt of the initial proceeds of
Additional Unsecured Debt and at all times thereafter, the Borrower
shall maintain Availability of not less than $10,000,000."
5. Amendment to Section 6.6. Section 6.6 of the Credit Agreement, Notice
of Litigation and Other Matters, is hereby amended by deleting paragraph (c)
thereof in its entirety and substituting the following in its place:
"(c) Within (i) one (1) Business Day of the demand by any
lender of any Additional Unsecured Debt for the repayment of all
or any portion of the principal thereof, the Borrower shall
notify the Agent and the Lenders of the occurrence thereof, and
(ii) three (3) Business Days' of the occurrence of any default
(whether or not the Borrower has received notice thereof from any
other Person) on Indebtedness of the Borrower or any Subsidiary of
the Borrower which singly, or in the aggregate exceed $1,000,000,
the Borrower shall notify the Agent and the Lenders of the
occurrence thereof;"
6. Amendment to Section 7.1. Section 7.1 of the Credit Agreement,
Indebtedness, is hereby amended by deleting paragraphs (d) and (g) thereof
in their entirety and substituting the following, respectively, in their
place:
"(d) Indebtedness secured by Permitted Liens described in clause (f)
of the definition of Permitted Liens set forth in Article 1 hereof
and Capitalized Lease Obligations, collectively, not to exceed the
aggregate principal amount of $6,000,000 at any time;
(g) (i) the Additional Unsecured Debt, and (ii) other unsecured
Indebtedness incurred by the Borrower not to exceed $2,000,000 in the
aggregate outstanding from time to time."
7. Amendment to Section 7.7. Section 7.7 of the Credit Agreement,
Liquidation; Change in Ownership, Name, or Year; Disposition or Acquisition
of Assets; Etc., is hereby amended by deleting paragraph (b) thereof in its
entirety and substituting the following in its place:
"(b) Sell, lease, abandon, transfer or otherwise
dispose of, in a single transaction or a series of related
transactions, any assets, property or business except for
the sale of Inventory in the ordinary course of business at
the fair market value thereof and for cash or cash
equivalents and except for physical assets used, consumed
or otherwise disposed of in the ordinary course of
business; provided, however, that (i) the Borrower may
sell or otherwise dispose of assets (other than Collateral)
with a sale value not greater than $1,000,000 in the
aggregate for all such assets that may be sold during any
year if the Net Cash Proceeds from such sale are applied
to the Loans as required by Section 2.6(c), (ii) the
Borrower, Microcircuits and Finance Corp. may sell and
transfer the receivables as set forth in the Receivables
Purchase Agreements and the other Securitization
Documents, and (iii) the Borrower may sell assets in
connection with a sale and leaseback transaction to the
extent permitted by Section 7.15 hereof;"
8. Amendments to Financial Covenants. Article 7 of the Credit Agreement,
Negative Covenants, is hereby amended by deleting Sections 7.8, 7.9, 7.10,
7.11, 7.12 and 7.13 thereof in their entirety and replacing such sections,
respectively, with the following:
"Section 7.8 Minimum EBITDA. The
Borrower shall not permit for the fiscal quarter
ended (a) December 31, 1997, EBITDA for the
immediately preceding three (3) month period to
be less than ($15,000,000), (b) March 31, 1998,
EBITDA for the immediately preceding six (6)
month period to be less than ($23,000,000), (c)
June 30, 1998, EBITDA for the immediately
preceding nine (9) month period to be less than
($23,000,000), and (d) September 30, 1998, and
each fiscal quarter end thereafter, EBITDA for the
immediately preceding twelve (12) month period to
be less than the amount herein below specified for
such period:
Quarter End Amount
----------------------------- ---------------
September 30, 1998 $ - 0-
December 31, 1998 $ 32,000,000
March 31, 1999 $ 125,000,000
June 30, 1999, and thereafter $ 135,000,000
Section 7.9 Current Ratio. The
Borrower shall not as of the fiscal quarter ending
December 31, 1997, and for each fiscal quarter end
thereafter, permit the ratio of (a) Current Assets to
(b) Current Liabilities to be less than the ratio
herein below specified for such period:
Quarter End Ratio
------------------------------ ---------------
December 31, 1997 .75 to 1.00
March 31, 1998 .68 to 1.00
June 30, 1998 .65 to 1.00
September 30, 1998 .70 to 1.00
December 31, 1998 .70 to 1.00
March 31, 1999, and thereafter .85 to 1.00
Section 7.10 Fixed Charge Coverage
Ratio. The Borrower shall not permit for the
quarter ended March 31, 1999, and each calendar
quarter end thereafter, the Fixed Charge Coverage
Ratio for the immediately preceding twelve (12)
month period to be less than 1.50 to 1.00.
Section 7.11 Capital Expenditures. The
Borrower shall not make or incur in the aggregate
any Capital Expenditures, during any fiscal year, in
excess of the amount herein below specified (the
"Permitted Amount") for such year:
Year Permitted Amount
----------------------- ------------------
1997 $100,000,000
1998 $ 51,000,000
1999 $ 60,000,000
2000 $ 30,000,000
; provided, however, the Borrower may make
additional Capital Expenditures during (a) fiscal
year 1998 in an aggregate amount equal to (i) the
Permitted Amount for fiscal year 1997, minus
(ii) the aggregate amount of Capital Expenditures
made in fiscal year 1997, and (b) fiscal year 1999
and fiscal year 2000 in an aggregate amount equal
to (i) (A) the Permitted Amount for the
immediately preceding fiscal year, minus (B) the
aggregate amount of Capital Expenditures made in
the immediately preceding fiscal year, multiplied by
(ii) fifty percent (50%).
Section 7.12 Interest Coverage Ratio.
The Borrower shall not permit for the quarter
ended December 31, 1998, and each calendar
quarter end thereafter, the Interest Coverage Ratio
for the immediately preceding twelve (12) month
period to be less than the ratio herein below
specified for such period:
Quarter End Ratio
------------------------------- ---------------
December 31, 1998 1.00 to 1.00
March 31, 1999, and thereafter 3.00 to 1.00
Section 7.13 Funded Debt/Total
Capitalization Ratio. The Borrower shall not
permit for the fiscal quarter ended December 31,
1997, and each fiscal quarter end thereafter, the
ratio of (a) the sum of (i) Funded Debt plus (ii) the
LGE Payable, to (b) Total Capitalization for the
immediately preceding twelve (12) month period to
exceed the ratio which is herein below specified for
such period:
Quarter End Ratio
--------------------------------- -----------------
December 31, 1997 1.00 to 1.00
March 31, 1998 1.00 to 1.00
June 30, 1998 1.00 to 1.00
September 30, 1998 1.00 to 1.00
December 31, 1998 1.00 to 1.00
March 31, 1999, and thereafter .85 to 1.00"
9. Amendment to Section 7.15. Section 7.15 of the Credit Agreement,
Sales and Leasebacks, is hereby deleted in its entirety and the following
substituted in its place:
"Section 7.15 Sales and Leasebacks. The
Borrower will not enter into and will not permit
any of the Borrower's Subsidiaries to enter into any
arrangement (other than the Salomon Lease
Transaction), directly or indirectly, with any third
party whereby the Borrower or such Subsidiary
shall sell or transfer any property, real or personal,
whether now owned or hereafter acquired, and
whereby the Borrower or such Subsidiary shall
then or thereafter rent or lease as lessee such
property or any part thereof or other property
which the Borrower or such Subsidiary intends to
use for substantially the same purpose or purposes
as the property sold or transferred, unless (i) no
Default or Event of Default exists at the time of
such sale or is caused thereby, (ii) any assets sold
or disposed of in connection with such sale and
leaseback are sold for fair market value and have a
sale value not greater than $50,000,000 in the
aggregate for all such assets sold in connection
with a sale leaseback during any year, and (iii) the
Net Cash Proceeds from such sale are applied to
the Loans as required by Section 2.6(c)."
10. Amendment to Section 7.16. Section 7.16 of the Credit Agreement,
Amendment and Waiver, is hereby deleted in its entirety and the following
substituted in its place:
"Section 7.16 Amendment and Waiver.
The Borrower shall not, without the prior written
consent of the Majority Lenders, enter into any
amendment of, or agree to or accept any waiver
which would adversely affect the rights of the
Agent, the Lenders and the Issuing Banks under
this Agreement or any other Loan Document, of
(a) its certificate of incorporation and by-laws,
(b) the Subordinated Debentures, (c) the
Securitization Documents, or (d) any document
evidencing Additional Unsecured Debt."
11. Amendment to Section 7.19. Section 7.19 of the Credit Agreement,
Prepayments, is hereby deleted in its entirety and the following substituted
in its place:
"Section 7.19 Prepayments. The
Borrower shall not prepay, redeem, defease or
purchase in any manner, or deposit or set aside
funds for the purpose of any of the foregoing,
make any payment in respect of principal of, or
make any payment in respect of interest on, (a) the
LGE Payable; provided, however, that so long as
no Default or Event of Default is then existing or
would be caused thereby, the Borrower may make
current payments of accounts due on the LGE
Payable, and the accrued interest thereon, if the
outstanding aggregate balance of the LGE Payable
remains equal to or greater than the amount
required by Section 7.14(b); and (b) any Funded
Debt (including the Subordinated Debentures),
except the Borrower may (i) make regularly
scheduled payments of principal or interest
required in accordance with the terms of the
instruments governing any Funded Debt permitted
hereunder, (ii)provided no Event of Default then
exists or would be caused thereby, call and redeem
the Series 2000 Subordinated Debentures and call
and redeem or repurchase through a tender offer
the Series 2001 Subordinated Debentures with the
proceeds of Additional Unsecured Debt as required
by Section 8.1(s)(ii), and (iii) make payments with
respect to the Obligations; provided, however, the
Borrower shall not make any payments (whether
with respect to principal, interest, or otherwise) on
the Subordinated Debentures if such payments
would violate the subordination provisions of the
Subordinated Debentures."
12. Amendment to Section 8.1. Section 8.1 of the Credit Agreement,
Events of Default, is hereby amended by deleting the "or" at the end of
paragraph (p) thereof, deleting the period at the end of paragraph (q)
thereof, and substituting "; or" in lieu of such period, and adding
the following paragraphs (r), (s),(t) and (u) at the end thereof:
"(r) Any lender of any Additional
Unsecured Debt shall accelerate such Additional
Unsecured Debt or otherwise demand the
repayment of all or part of the outstanding
principal balance thereof (whether from the
Borrower, LGE or any other obligor thereon);
(s) (i) The Borrower shall not have the
ability to borrow Additional Unsecured Debt in an
aggregate principal amount of $160,000,000 by
December 31, 1997, or (ii) the Borrower shall not
have used a portion of the proceeds of the
Additional Unsecured Debt(x) to redeem and
satisfy in full the Series 2000 Debentures by
December 31, 1997; and (y) to redeem or
repurchase and satisfy in full the Series 2001
Debentures by January 31, 1998;
(t) LGE shall revoke or otherwise
rescind any guaranty of LGE of any Additional
Unsecured Debt or shall contest the validity or
enforceability of the Subordination Agreement; or
(u) The Borrower and the Material
Subsidiaries shall not have each executed and
delivered to the Agent by December 5, 1997, the
Mortgage and all other documents and fixture
filings necessary to grant to the Agent a first
priority perfected security interest in and Lien on
all of the Borrower's and such Material
Subsidiary's real property and Equipment located
in the United States, together with any opinions of
counsel and other documents as may be reasonably
requested by the Agent."
13. Amendment to Section 9.15. Section 9.15 of the Credit Agreement,
Release of Collateral, is hereby amended by deleting clause (ii) of paragraph
(a) thereof in its entirety and replacing such clause (ii) with the following:
"(ii) against any part of the Collateral sold
or disposed of by the Borrower if such sale or
disposition is permitted by Sections 7.7 or 7.15
hereof or is otherwise consented to by the requisite
Lenders for such release as set forth in Section
10.12 hereof, as certified to the Agent by the
Borrower in a certificate of an Authorized Signatory."
14. Amendment to Schedule 7.6. Schedule 7.6 of the Credit Agreement,
"Affiliate Transactions", is hereby deleted in its entirety and replaced
with Schedule 7.6 attached hereto.
15. No Other Amendment. Except for the amendments expressly set forth
above, the text of the Credit Agreement and all other Loan Documents
shall remain unchanged and in full force and effect. The Borrower
acknowledges and expressly agrees that the Lenders reserve the right to,
and do in fact, require strict compliance with all terms and provisions of
the Credit Agreement and the other Loan Documents.
16. Representations and Warranties. The Borrower hereby represents
and warrants in favor of the Agent, the Issuing Bank, and each Lender,
as follows:
(a) the Borrower has the corporate power and
authority (i) to enter into this Amendment, and (ii) to do
all acts and things as are required or contemplated
hereunder to be done, observed and performed by it;
(b) this Amendment has been duly authorized,
validly executed and delivered by one or more authorized
signatories of the Borrower, and constitutes the legal,
valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with its terms;
(c) the execution and delivery of this
Amendment and performance by the Borrower under the
Credit Agreement, as amended hereby, do not and will not
require the consent or approval of any regulatory authority
or governmental authority or agency having jurisdiction
over the Borrower which has not already been obtained,
nor contravene or conflict with the charter documents of
the Borrower, or the provisions of any statute, judgment,
order, indenture, instrument, agreement or undertaking, to
which the Borrower is a party or by which any of its
properties are or may become bound;
(d) as of the date hereof, and after giving effect
to this Amendment (i) no Default or Event of Default
exists under the Credit Agreement or is caused by this
Amendment, and (ii) each representation and warranty set
forth in Article 4 of the Credit Agreement is true and
correct, except (x) to the extent previously fulfilled in
accordance with the terms of the Credit Agreement, as
amended hereby, or (y) to the extent specifically relating
to the Agreement Date;
(e) as of the date hereof, the aggregate
outstanding principal balance of the Series 2001
Debentures is not greater than $550,000.
17. Loan Document. This Amendment shall be deemed to be a Loan Document
for all purposes.
18. Expenses. The Borrower agrees to pay all reasonable expenses of the
Agent incurred in connection with this Amendment, including, without
limitation, all fees and expenses of counsel to the Agent.
19. Counterparts. This Amendment may be executed in multiple counterparts,
each of which 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 this Amendment by facsimile transmission shall be as
effective as delivery of a manually executed counterpart hereof.
20 Governing Law. This Amendment shall be deemed to be made pursuant to
the laws of the State of New York with respect to agreements made and to be
performed wholly in the State of New York, and shall be construed, interpreted,
performed and enforced in accordance therewith.
21. Definitions. All capitalized terms not otherwise defined herein shall
have the meanings set forth in the Credit Agreement.
22. Effectiveness. This Amendment shall be effective as of the date first
set forth above upon the Agent's receipt of (i)an amendment fee (for the
account of the Lenders on a pro rata basis) in the amount of one-eighth of
one percent (0.125%) of the Commitments, and (ii) a counterpart hereof duly
executed by the Borrower and the Majority Lenders.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
or caused it to be executed by their duly authorized officers, effective
as of the day and year first written above.
BORROWER: ZENITH ELECTRONICS CORPORATION
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Its: Executive VP and CFO
AGENT: CITICORP NORTH AMERICA, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Its: Vice President
ISSUING BANK: CITIBANK, N.A.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Its: Attorney in Fact
LENDERS: CITICORP USA, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Its: Attorney in Fact
CONGRESS FINANCIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Its: Vice President
BANK BOSTON, N.A., f/k/a The First National Bank of Boston
By:
Name:
Its:
XXXXXX FINANCIAL, INC.
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Its: Assistant Vice President
THE BANK OF NEW YORK COMMERCIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Its: Vice President
SANWA BUSINESS CREDIT CORPORATION
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Its: Vice President
TRANSAMERICA BUSINESS CREDIT CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Its: Senior Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By:
Name:
Its:
Schedule A - Additional Unsecured Debt
Schedule 7.6 - Affiliate Transactions
