Guaranty Payment Agreement -- Mexico
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 of Texas, as lessee (the "Lessee")
and Zenith Electronics Corporation, as the parent guarantor (the "Parent
Guarantor").
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-B), dated as of March 26, 1997 (the "Indenture"),
by and among (i) Owner Trustee and (ii) the Indenture Trustee; (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, and (e) that certain Parent Guaranty, dated as of March 26, 1997 (the
"Parent Guaranty"), from Parent 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, the Parent Guarantor 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, the Parent Guarantor, 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.
Guaranty Payment Agreement -- Mexico
NOW, THEREFORE, in consideration of the foregoing and the obligations and
undertakings set forth below, the parties hereto agree as follows:
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) The Lessee, the Parent Guarantor, or the 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 the Lessee, the
Parent
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Guaranty Payment Agreement -- Mexico
Guarantor or the 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 advantage of
any bankruptcy or insolvency law of any jurisdiction, or ordering
the dissolution, winding-up or liquidation of the Lessee, the
Parent Guarantor or the Guarantor, or if any petition for any
such relief shall be filed against the Lessee, the Parent
Guarantor or the 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 and the Parent Guarantor, the
acknowledgement and agreement of the Lessee and the Parent
Guarantor, and the delivery of counterparts reflecting the same
to each of counsel for the Lenders, the Owner Participant, the
Lessee, the Parent Guarantor 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
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Guaranty Payment Agreement -- Mexico
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;
(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 Melrose Park 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-
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Guaranty Payment Agreement -- Mexico
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 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).
Melrose Park 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 Zenith Electronics Corporation, as lessee.
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.
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Guaranty Payment Agreement -- Mexico
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
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:
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Guaranty Payment Agreement - Mexico
(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;
(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, the Parent 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;
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(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;
(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, Parent Guarantor and the Lessee hereby
expressly acknowledges and agrees that as of July 17, 1998, the aggregate
outstanding amount owed
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to the Lenders and the Indenture Trustee under the Operative Documents is an
amount not less than $16,516,642.03, as summarized in schedule C hereto,
representing $14,123,970.12 of unpaid principal, $387,070.33 of accrued and
unpaid interest, $1,981,601.58 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 Guarantor,
Parent 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, Parent 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, the Parent 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:
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Guaranty Payment Agreement -- Mexico
If to the Lenders:
At the address for each Lender set forth on Schedule A hereto;
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 Parent Guarantor and/or 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.
20, Yoido-Dong
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Guaranty Payment Agreement -- Xxxxxx
Xxxxxxxxxx-Xx, Xxxxx 000-000
Xxxxx
Attention: Director of Finance
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
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If to the Owner Trustee:
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
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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 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.
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(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
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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 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 and
the Parent Guaranty) to the extent that the provisions under the Operative
Documents or any obligation therein covered by the Guaranty or the Parent
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).
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(I) Costs and Expense of Enforcement. This Agreement is and may be pleaded
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
15
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 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, Parent Guarantor and the Guarantor under the
Operative Documents (including, but not limited to the Guarantee and the Parent
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
16
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 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
17
By: Conning Asset Management Company
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:
XXXXXXX & CO., as a Lender
By: Xxxxxx Guaranty Trust Company of
New York as trustee under Declaration of
trust dated
18
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:
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:
19
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:
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:
20
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 Parent Guarantor
By:______________________________
Name:
Title:
ZENITH ELECTRONICS CORPORATION OF TEXAS, as lessee
By:______________________________
Name:
Title:
21
Schedule A
----------
A. LENDERS
1. COVA Financial Services Life Insurance Company
Note B-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
COVA Financial Life Insurance Co.
C/O The Northern Trust Company
X.X. Xxx 00000
Xxxxxxx, XX 00000
Telephone No.:
Facsimile No.:
2
2. Peninsular Life Insurance Co.
Note B-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
3, Occidental Life Insurance Company of North Carolina
Note: B-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
4. Executive Risk Indemnity
Note: B-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
5. Xxxxxxx & Co.
Note B-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 B-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
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 B-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
8. Wheelmotor & Co.
Note B-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
9. Xxxx Xxxxxxx Mutual Life Insurance Company
Note No. B-14
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*DG1
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
9
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 -- Mexico
4. Xxxx Xxxxxxx Mutual Life Insurance Company
Note: B-13
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*DG1
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
Telephone No.:
11
Guaranty Payment Agreement -- Mexico
Facsimile No.:
12
Guaranty Payment Agreement -- Mexico
4. Xxxx Xxxxxxx Variable Life Insurance Company
Note: B-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*DG1
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 -- Mexico
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 -- Mexico
4. Xxxx Xxxxxxx Mutual Life Insurance Company
Note No. B-1
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*DG1
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
Telephone No.:
Facsimile No.:
4. Xxxx Xxxxxxx Mutual Life Insurance Company
Note. B-2
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*DG1
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.: (000) 000-0000
and
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
16
Attention: Bond and Corporate Finance Dept. T-57
Telephone No.:
Facsimile No.:
4. Xxxx Xxxxxxx Mutual Life Insurance Company
Note No. B-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 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.: (000) 000-0000
and
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
17
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Bond and Corporate Finance Dept. T-57
Telephone No.:
Facsimile No.:
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:
18
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
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
19
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
20
SCHEDULE B
Aggregate Of All Of The Lenders'
Lender Guaranty Payment Amounts (assuming
payment within 3 Business Days of Demand Date): $ 15,757,351.85
Indenture Trustee Guaranty Payment Amount: $ 500.00
Lenders' Counsel Guaranty Payment Amount: $ 23,500.00
Owner Participant Guaranty Payment Amount: $ 5,676,757.00
Owner Participant's Counsel Guaranty Payment Amount: $ 23,500.00
Owner Trustee Guaranty Payment Amount: $ 1,767.50
1
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 UNPAID ACCRUED, MAKE-WHOLE ADJUSTED TOTAL OWED (Total LENDER
OBLIGEE; (NOTE) PRINCIPAL UNPAID PREMIUM MAKE- of unpaid principal, GUARANTY
AMOUNT INTEREST AMOUNT WHOLE accrued interest and PAYMENT
PREMIUM Make-Whole Premium AMOUNT UNDER
AMOUNT 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))
=============================================================================================================================
COVA Financial $ 1,240,619.00 $ 32,891.91 $164,419.24 $109,571.47 $ 1,437,930.15 $ 1,383,082.38
Services Life
Insurance Company
(Note B-4)
-----------------------------------------------------------------------------------------------------------------------------
Peninsular Life $ 238,580.58 $ 6,325.37 $31,619.08 $21,071.44 $ 276,525.03 $ 265,977.39
Insurance Co.
(Note B-5)
-----------------------------------------------------------------------------------------------------------------------------
Occidental Life $ 620,309.49 $ 16,445.96 $82,209.62 $54,785.73 $ 718,965.07 $ 691,541.18
Insurance
Company of
North Carolina
-------------
/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.
1
NAME OF UNPAID ACCRUED, MAKE-WHOLE ADJUSTED TOTAL OWED (Total LENDER
OBLIGEE; (NOTE) PRINCIPAL UNPAID PREMIUM MAKE- of unpaid principal, GUARANTY
AMOUNT INTEREST AMOUNT WHOLE accrued interest and PAYMENT
PREMIUM Make-Whole Premium AMOUNT UNDER
AMOUNT 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))
=============================================================================================================================
(Note: B-6)
-----------------------------------------------------------------------------------------------------------------------------
Executive Risk $ 858,890.07 $ 22,771.32 $113,828.70 $75,857.17 $ 995,490.09 $ 957,518.56
Indemnity (Note
B-7)
-----------------------------------------------------------------------------------------------------------------------------
Xxxxxxx & Co. (Note $ 4,342,166.49 $119,507.28 $618,888.99 $383,500.14 $ 5,080,562.76 $ 4,845,173.91
B-8)
-----------------------------------------------------------------------------------------------------------------------------
How & Company $ 477,161.15 $ 13,132.67 $68,009.78 $42,142.87 $ 558,303.60 $ 532,436.69
(Note B-9)
-----------------------------------------------------------------------------------------------------------------------------
Mellon Bank, N.A. $ 954,322.30 $ 26,265.34 $136,019.56 $84,285.75 $ 1,116,607.20 $ 1,064,873.39
(Note B-10)
-----------------------------------------------------------------------------------------------------------------------------
Wheelmotor & Co. $ 119,290.29 $ 3,283.17 $17,002.45 $10,535.72 $ 139,575.91 $ 133,109.18
(Note B-11)
-----------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxx Mutual $ 1,216,760.94 $ 33,795.53 $172,985.58 $107,206.41 $ 1,423,542.05 $ 1,357,762.88
Life Insurance
Company (Note No.
B-14)
-----------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxx Mutual $ 2,862,967.47 $ 79,518.92 $407,024.96 $252,250.43 $ 3,349,511.35 $ 3,194,736.82
Life Insurance
Company (Note: B-
13)
-----------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxx $ 715,741.59 $ 19,879.72 $101,756.20 $63,062.58 $ 837,377.51 $ 798,683.89
Variable Life
Insurance
NAME OF UNPAID ACCRUED, MAKE-WHOLE ADJUSTED TOTAL OWED (Total LENDER
OBLIGEE; (NOTE) PRINCIPAL UNPAID PREMIUM MAKE- of unpaid principal, GUARANTY
AMOUNT INTEREST AMOUNT WHOLE accrued interest and PAYMENT
PREMIUM Make-Whole Premium AMOUNT UNDER
AMOUNT 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))
============================================================================================================================
Company
(Note: B-12)
Xxxx Xxxxxxx Mutual $ 238,580.85 $ 6,626.58 $33,918.78 $21,020.89 $ 279,126.21 $ 266,228.32
Life Insurance
Company (Note No.
B-1)
Xxxx Xxxxxxx Mutual $ 119,289.95 $ 3,313.28 $16,959.32 $10,510.40 $ 139,562.55 $ 133,113.63
Life Insurance
Company (Note. B-2)
Xxxx Xxxxxxx Mutual $ 119,289.95 $ 3,313.28 $16,959.32 $10,510.40 $ 139,562.55 $ 133,113.63
Life Insurance
Company (Note
No. B-3)
TOTALS $14,123,970.
12 $387,070.33 $1,981,601. $1,246,311. $16,492,642.03 $15,757,351.85
58 40
=============================================================================================================================
