Certificate Purchase Agreement. On and after the effectiveness of this Letter Amendment, each reference in each Receivables Purchase Agreement to "this Agreement", "hereunder", 'hereof" or words of like import referring to each such Receivables Purchase Agreement, respectively, and each reference in each of the other Transaction Documents to "the Receivables Purchase Agreement", "thereunder", "thereof" or words of like import referring to either Receivables Purchase Agreement, shall mean and be a reference to either such Receivables Purchase Agreement, respectively, as amended by this Letter Amendment. The Transaction Documents, except to the extent specifically provided above, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Beneficiary, including the Program Agent, under any of the Transaction Documents, nor constitute a waiver of any provision of any of the Transaction Documents. If you agree to the terms and provisions hereof, please evidence such agreement by executing a counterpart hereof. Please return (i) at least one counterpart of this Letter Amendment by fax to Liam Xxxxxx xx Sheaxxxx & Xterling, fax no. (212) 0000000 xxx (ii) at least three original counterparts of this Letter Amendment to Liam Xxxxxx xx Shearman & Sterling, 599 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. By their execution of this Letter Amendment, the Majority in Interest of the Series 1997-1 Holders hereby instructs and directs the Trustee to execute and deliver this Letter Amendment. This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed 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 a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment. This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, ZENITH FINANCE CORPORATION, as Purchaser By: Name: Title: ZENITH ELECTRONICS CORPORATION, as Seller and Originator By: Name: Title: ZENITH MICROCIRCUITS CORPORATION, as Seller and Originator By: Name: Title: Acknowledged and agreed as of the date first above written: BANKERS TRUST COMPANY, not in its individual capacity, but solely as Trustee By: Name: Title: CORPORATE RECEIVABLES CORPORATION, as Purchaser By: CITICORP NORTH AMERICA, INC., as Attorney-in-Fact By: Name: Title: CITIBANK, N.A. as Liquidity Provider By: Name: Title: WESTDEUTSCHE LANDESBANK GIROZENTRALE, New York Branch, as Liquidity Provider By: Name: Title: By: Name: Title. THE BANK OF NEW YORK COMMERCIAL CORPORATION, as Liquidity Provider By: Name: Title: RAIFFEISEN ZENTRALBANK OSTERREICH AKTIENGESELLSCHAFT, as Liquidity Provider By: Name: Title: INDUSTRIAL BANK OF JAPAN, LIMITED, CHICAGO BRANCH, as Liquidity Provider By: Name: Title: BANK OF IRELAND, as Liquidity Provider By: Name: Title: CONSENT Dated as of October 15, 1997 The undersigned, LG Electronics Inc., a corporation organized under the laws of the Republic of Korea, party to the Parent Undertaking Agreement dated March 31, 1997 (as amended, supplemented or otherwise modified through the date hereof, the "Parent Undertaking Agreement') in favor of Bankers Trust Company, as trustee on behalf of the Investor Certificateholders parties to the Transaction Documents referred to in the foregoing Letter Amendment, hereby consents to such Letter Amendment and hereby confirms and agrees that notwithstanding the effectiveness of such Letter Amendment, the Parent Undertaking Agreement is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects. LG ELECTRONICS INC. By Name: Title:
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Samples: Zenith Electronics Corp
