[LOGO OF LG ELECTRONICS INC.]
EXHIBIT (10an)
November 16, 1998
Zenith Electronics Corporation
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
Amendment No. 1 and Waiver to the Restructuring Agreement
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Ladies and Gentlemen:
Reference is made to the Restructuring Agreement, dated as of August 10,
1998 (The "Restructuring Agreement"), between Zenith Electronics Corporation
("Zenith") and LG Electronics Inc. ("LGE"). Capitalized terms used but not
otherwise defined herein have the meanings ascribed to them in the Restructuring
Agreement.
In consideration of the mutual agreements set forth herein, the provisions
of the Restructuring Agreement are hereby amended or waived as follows:
1. Implementation Program. Section 6.7 of the Restructuring Agreement is
amended to extend the date by which Xxxxxx must deliver the final Implementation
Program from August 31, 1998 to November 30, 1998.
2. Interest Charges. Compliance with Section 6.12 of the Restructuring
Agreement is waived through November 30, 1998.
3. Amendment to Plan and Plan Disclosure Documents. Pursuant to Section
6.4 of the Restructuring Agreement, LGE consents to the amendments and
supplements to, and modifications of, the Plan and Plan Disclosure Documents
contained in Amendment No.1 to the Registration Statement on form S-4, dated
November __, 1998 (the "Amended Registration Statement"), provided however, that
nothing herein shall be construed as a consent by LGE to any changes to the
Operating Plan reflected in the Amended Registration Statement.
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[LG Electronics Inc. logo and Letterhead]
4. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
5. Governing Law. This Amendment shall be governed by the internal laws
of the State of Delaware without giving effect to the conflict of laws rules
thereof.
6. Confirmation. Other than as expressly modified, pursuant to this
Amendment, all provisions of the Restructuring Agreement remain unmodified and
in full force and effect.
If you agree to this Amendment, please execute this letter in the space
provided and return a copy of this letter to the undersigned.
LG Electronics, Inc.
By: /s/ Xxx Xxxx (Xxxx) Xxx
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Xxx Xxxx (Xxxx) Xxx
President and Chief Executive Officer
Zenith Electronics Corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President and Chief Executive Officer
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