Exhibit 10(m)
First Amendment
to
Amended and Restated Restructuring Agreement
between Zenith Electronics Corporation
and LG Electronics Inc.
First Amendment, dated as of September 15, 1999, to the Amended and
Restated Restructuring Agreement, dated as of June 14, 1999, between Zenith
Electronics Corporation (the "Company") and LG Electronics Inc. ("LGE").
Capitalized terms used herein without definition shall have the meaning set
forth in the Amended and Restated Restructuring Agreement (the "Restructuring
Agreement").
WHEREAS, the Company and LGE have decided to amend the Restructuring
Agreement in order to facilitate the consummation of the transactions to occur
on the Closing Date;
NOW, THEREFORE, in consideration of the premises herein set forth, the
parties agree as follows:
1. Section 2(a) of the Restructuring Agreement is hereby amended by:
(a) deleting the word "purchase" in the first sentence and
substituting in its place the word "acquire"; and
(b) adding the following language to the end of Section 2(a)
before the semicolon:
, provided, however, that the shares of New Common Stock so
issued shall first be allocated to pay the principal
component of all claims described in clauses (i) through (v),
and the remainder of such shares, if any, shall then be
allocated to pay accrued interests, if any, on such claims
2. Section 2(c) of the Restructuring Agreement is hereby amended by:
(a) adding the following language between the comma and the words
"(iii) an unsecured claim for all servicing fees":
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(iii) $11,088,755.10 of the accrued but unpaid interest on
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amounts owed by the Company to LGE under the Reimbursement
Agreement and the Financial Support Agreement,
and
(b) renumbering the remaining clauses in Section 2(c).
3. Section 2(g) of the Restructuring Agreement is hereby amended by
inserting the following language between the words "the Note Agreement" and the
comma immediately following such words:
(excluding any portion of such amount referred to in Section
2(c))
4. Section 6.6 of the Restructuring Agreement is hereby amended by
(a) deleting the word "Closing" in the second sentence of Section 6.6 and
substituting in its place the words "closing under the Xxxxxxx Purchase
Agreement" and (b) deleting the words "the Closing Date" in the second sentence
of Section 6.6 and substituting in their place the words "such closing".
5. Section 11.1(b)(i) of the Restructuring Agreement is hereby
amended by deleting the words "September 15, 1999" and substituting in their
place the words "November 1, 1999".
6. The Company hereby ratifies and confirms the Restructuring
Agreement, as amended pursuant to this Amendment, and agrees and confirms that
the terms and conditions thereof, as amended pursuant to this Amendment, are and
shall remain in full force and effect.
7. This Amendment shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the law of the State
of Delaware without giving effect to the conflict of laws rules thereof.
8. All covenants and other agreements contained in this Amendment
shall bind and inure to the benefit of the parties hereto and their respective
successors and assigns whether so expressed or not.
9. This Amendment may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute
one instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the date first above written.
ZENITH ELECTRONICS CORPORATION
By ___________________________
Name:
Title:
LG ELECTRONICS INC.
By ___________________________
Name:
Title:
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