Zenith Electronics Corp Sample Contracts

Zenith Electronics Corp – CREDIT AGREEMENT (March 30th, 2000)

EXHIBIT 4(a) CREDIT AGREEMENT among ZENITH ELECTRONICS CORPORATION, as Borrower, THE LENDERS SIGNATORY HERETO, CITIBANK, N.A. as Issuing Bank and CITICORP NORTH AMERICA, INC., as Agent for the Issuing Bank and the Lenders November 9, 1999 CREDIT AGREEMENT among ZENITH ELECTRONICS CORPORATION, as Borrower, THE LENDERS SIGNATORY HERETO, CITIBANK, N.A. as Issuing Bank and CITICORP NORTH AMERICA, INC., as Agent for the Issuing Bank and the Lenders

Zenith Electronics Corp – INDENTURE (March 30th, 2000)

EXHIBIT 4(d) ================================================================================ ZENITH ELECTRONICS CORPORATION AND BANK ONE TRUST COMPANY, NA Trustee _____________________________ _____________________________ INDENTURE Dated as of November 9, 1999 ================================================================================ 8.19% Senior Debentures Due 2009 TABLE OF CONTENTS* ----------------- ARTICLE ONE DEFINITIONS........................................

Zenith Electronics Corp – STOCK AND ASSET PURCHASE AGREEMENT (March 30th, 2000)

Exhibit 10(n) ================================================================================ AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT between ZENITH ELECTRONICS CORPORATION and LG ELECTRONICS ALABAMA, INC. Dated as of November 9, 1999 ================================================================================ TABLE OF CONTENTS Page ---- 1. Sale and Purchase .........................................................

Zenith Electronics Corp – FLOATING RATE SENIOR SECURED NOTE (March 30th, 2000)

EXHIBIT 4(b) ZENITH ELECTRONICS CORPORATION FLOATING RATE SENIOR SECURED NOTE DUE NOVEMBER 1, 2009 New York, New York U.S.$126,236,578.33 November 9, 1999 ZENITH ELECTRONICS CORPORATION, a Delaware corporation (the "Company"), for value received, hereby promises to pay to LG ELECTRONICS INC., a ------- corporation organized under the laws of the Republic of Korea, or registered assigns, the principal amount of $126,236,578.33 on November 1, 2009 (the "Maturity Date"), with interest (computed on the basis of a 360-day year and the ------------- actual days elapsed) on the unpaid balance of such principal amount at the rate of 6.5% plus the Interbank Rate (as defined below) per annum from the date hereof, payable quarterly

Zenith Electronics Corp – CREDIT AGREEMENT (March 30th, 2000)

EXHIBIT 4(c) $60,000,000 CREDIT AGREEMENT between ZENITH ELECTRONICS CORPORATION, as Borrower, and LG ELECTRONICS INC, as Lender November 9, 1999 Index Page ---- ARTICLE 1 DEFINITIONS .................................................... 2 ARTICLE 2 THE LOANS ...................................................... 2 Section 2.1 Extension of Credit and O

Zenith Electronics Corp – INDENTURE (June 21st, 1999)

================================================================================ ZENITH ELECTRONICS CORPORATION AND Trustee ------------------------- INDENTURE Dated as of _______, 1999 ------------------------- 8.19% Debentures Due 2009 ================================================================================ TABLE OF CONTENTS* ----------------- ARTICLE ONE DEFINITIONS............................................................... 5 Section 1.01. Definitions................................................ 5 ARTICLE TWO ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCH

Zenith Electronics Corp – RESTRUCTURING AGREEMENT (June 21st, 1999)

EXHIBIT 10AH AMENDED AND RESTATED RESTRUCTURING AGREEMENT AMENDED AND RESTATED RESTRUCTURING AGREEMENT, dated as of June 14, 1999 (this "Agreement"), by and between ZENITH ELECTRONICS CORPORATION, a Delaware corporation (the "Company"), and LG ELECTRONICS INC., a corporation organized under the laws of the Republic of Korea ("LGE"). WHEREAS, LGE owns 36,569,000 shares of common stock, par value $1 per share, of the Company (the "Old Common Stock"), representing approximately 55% of the outstanding Old Common Stock, and LGE owns vested and unvested options to purchase additional shares of Old Common Stock at a price of $.01 per share (the "Options"); WHEREAS, from time to time LGE and the Company have entered into certain contractual arrangements and LGE has provided financial support to the Company; WHEREAS, on Apri

Zenith Electronics Corp – AMENDED AND RESTATED CREDIT AGREEMENT (May 4th, 1999)

Exhibit 10.as SECOND AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT This Second Amendment and Waiver to Amended and Restated Credit Agreement (this "Amendment") effective as of the 19th day of April, 1999, 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 Amended and Restated Credit Agreement dated as of June 29, 1998 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"); and WHEREAS, the Borrower's Subsi

Zenith Electronics Corp – ASSET SALE AND PURCHASE AGREEMENT-MELROSE PARK (April 19th, 1999)

Exhibit 10 ar ASSET SALE AND PURCHASE AGREEMENT-MELROSE PARK This Asset Sale and Purchase Agreement is entered into on March 26, 1999 by and between The Zenith Electronics Equipment Owner Trust 1997-I, a non-business trust organized under the laws of the State of Connecticut ("Seller"), and Zenith Electronics Corporation, a Delaware corporation ("Buyer"). WHEREAS, Seller is the sole legal owner of the equipment identified on Schedule I hereto (the "Equipment"), which is located in Melrose Park, Illinois; WHEREAS, Seller desires to sell, and Buyer desires to purchase, the Equipment; NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and the other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Purchase and Sale of

Zenith Electronics Corp – COMMITMENT LETTER (April 19th, 1999)

EXHIBIT 10 AQ March 29, 1999 Mr. Edward J. McNulty Senior Vice President & Chief Financial Officer Zenith Electronics Corporation 1000 Milwaukee Avenue Glenview, Illinois 60025 Re: $150,000,000 Debtor-In-Possession Revolving Credit Facility and $150,000,000 Exit Revolving Credit Facility COMMITMENT LETTER Dear Mr. McNulty: You have advised us that Zenith Electronics Corporation ("Zenith")desires to establish a $150,000,000 debtor-in-possession revolving credit facility (the "DIP Facility")and a $150,000,000 exit revolving credit facility (the "Exit Facility"; collectively with the DIP Facility, the "Facilities" and each a "Facility") in connection with that certain case under Chapter 11 of the United States Bankruptcy Code, as more fully described in the Registration Statement on Form S-4 and Schedule 13E-3, as amended, filed by Zenith with the Securities

Zenith Electronics Corp – FORBEARANCE, LOCK-UP AND VOTING AGREEMENT (April 19th, 1999)

EXHIBIT 10.AP EXECUTION COPY FORBEARANCE, LOCK-UP AND VOTING AGREEMENT ----------------------------------------- This FORBEARANCE, LOCK-UP AND VOTING AGREEMENT (this "Agreement") is made and entered into as of March 31, 1999 by and among Zenith Electronics Corporation, a Delaware corporation ("Zenith" or the "Company"), LG Electronics Inc., a corporation existing under the laws of the Republic of Korea ("LGE"), Loomis, Sayles & Company, L.P., a Delaware limited partnership ("Loomis"), Mariner Investment Group, a Delaware limited liability partnership ("Mariner") and Caspian Capital Partners, L.L.P., a Delaware limited liability partnership ("Caspian"; and together with Loomis and Mariner, collectively the "Consenting Holders"). Capitalized terms used herein but not otherwise defined herein shall have th

Zenith Electronics Corp – REIMBURSEMENT AGREEMENT (April 19th, 1999)

Exhibit 10(a)(k) REIMBURSEMENT AGREEMENT THIS AGREEMENT is made as of November 3, 1997 (as from time to time amended, supplemented or otherwise modified, this "Agreement") between LG Electronics Inc. ("LGE") and Zenith Electronics Corporation ("Zenith"). WITNESSETH: WHEREAS, Zenith from time to time may apply to LGE to guarantee up to $160,000,000 of unsecured credit facilities for Zenith, and LGE may in its sole discretion in each instance determine whether to issue each such guarantee; and WHEREAS, Zenith and LGE desire to enter into this Agreement to set forth the terms and provisions pursuant to which any such guarantees may be issued by LGE and reimbursed by Zenith; NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and

Zenith Electronics Corp – GUARANTY PAYMENT AGREEMENT (January 29th, 1999)

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").

Zenith Electronics Corp – GUARANTY PAYMENT AGREEMENT (January 29th, 1999)

Guaranty Payment Agreement - Melrose Park 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, as lessee (the "Lessee"). RECITALS WHEREAS, reference is made to (a) that certain Participation A

Zenith Electronics Corp – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 20th, 1998)

EXHIBIT 10AI EXECUTION COPY AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") dated as of October 2, 1998, is by and between Zenith Electronics Corporation, a Delaware corporation (the "Company"), and Richard F. Vitkus (the "Executive"). WHEREAS, the Executive currently serves as Senior Vice President and General Counsel of the Company pursuant to an Employment Agreement dated as of January 1,1997; and WHEREAS, the Company and the Executive desire to amend and restate the existing Employment Agreement by entering into this Agreement to provide for the continued employment of the Executive by the Company upon the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises and the mutual

Zenith Electronics Corp – REIMBURSEMENT AGREEMENT (November 20th, 1998)

Exhibit 10(a)(l) FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT This First Amendment to Reimbursement Agreement (this "Amendment") effective as of January 27, 1998 between LG Electronics Inc. ("LGE") and Zenith Electronics Corporation ("Zenith"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, LGE and Zenith have entered into that certain Reimbursement Agreement dated as of November 3, 1997 (as amended, restated, supplemented or otherwise modified from time to time, the "Reimbursement Agreement"); and WHEREAS, Zenith has requested certain amendments be made to the Reimbursement Agreement; and WHEREAS, subject to the terms and conditions of this Amendment, LGE is willing to agree to such amendments; NOW THEREFORE, in consideration of the foregoing

Zenith Electronics Corp – REIMBURSEMENT AGREEMENT (November 20th, 1998)

Exhibit 10(a)(k) REIMBURSEMENT AGREEMENT THIS AGREEMENT is made as of November 3, 1997 (as from time to time amended, supplemented or otherwise modified, this "Agreement") between LG Electronics Inc. ("LGE") and Zenith Electronics Corporation ("Zenith"). WITNESSETH: WHEREAS, Zenith from time to time may apply to LGE to guarantee up to $160,000,000 of unsecured credit facilities for Zenith, and LGE may in its sole discretion in each instance determine whether to issue each such guarantee; and WHEREAS, Zenith and LGE desire to enter into this Agreement to set forth the terms and provisions pursuant to which any such guarantees may be issued by LGE and reimbursed by Zenith; NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in

Zenith Electronics Corp – THE EMPLOYMENT AGREEMENT BY AND BETWEEN (November 20th, 1998)

EXHIBIT 10AJ FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN JEFF GANNON AND ZENITH ELECTRONICS CORPORATION WHEREAS, JEFF GANNON (THE "EXECUTIVE") AND ZENITH ELECTRONICS CORPORATION (THE "COMPANY") ENTERED INTO AN EMPLOYMENT AGREEMENT, DATED AS OF JANUARY 12, 1998 (THE "EMPLOYMENT AGREEMENT"); WHEREAS, the Executive and the Company reserved the right to amend the Employment Agreement, by written consent of each party; WHEREAS, the parties desire to amend the Employment Agreement in light of the proposed restructuring of the Company through a bankruptcy reorganization (the "Restructuring"); NOW, THEREFORE, the Employment Agreement is hereby amended in the manner set forth below, effective as of the effective date of the Restructuring: 1. Section 2 of the Employment Agreement is amen

Zenith Electronics Corp – Amendment No. 1 and Waiver to the Restructuring Agreement (November 20th, 1998)

[LOGO OF LG ELECTRONICS INC.] EXHIBIT (10an) November 16, 1998 Zenith Electronics Corporation 1000 Milwaukee Avenue Glenview, IL 60025-2493 Amendment No. 1 and Waiver to the Restructuring Agreement --------------------------------------------------------- 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 e

Zenith Electronics Corp – RESTRUCTURING AGREEMENT (August 10th, 1998)

1 EXHIBIT 10ah RESTRUCTURING AGREEMENT RESTRUCTURING AGREEMENT, dated as of August 7, 1998 (this "Agreement"), by and between ZENITH ELECTRONICS CORPORATION, a Delaware corporation (the "Company"), and LG ELECTRONICS INC., a corporation organized under the laws of the Republic of Korea ("LGE"); WHEREAS, LGE and one of its affiliates collectively own 38,155,000 shares of common stock, par value $1 per share, of the Company (the "Old Common Stock"), representing approximately 55% of the outstanding Old Common Stock, and LGE owns vested and unvested options to purchase additional shares of Old Common Stock at a price of $.01 per share (the "Options"); WHEREAS, from time to time LGE and the Company have entered into certain contractual arrangements and LGE has provided financial support to the Company; WHEREAS, on June 30, 1998, LGE paid $50 million to certain of th

Zenith Electronics Corp – CREDIT AGREEMENT (August 10th, 1998)

1 Exhibit 4(a) AMENDED AND RESTATED CREDIT AGREEMENT among ZENITH ELECTRONICS CORPORATION, as Borrower, THE LENDERS SIGNATORY HERETO, CITIBANK, N.A. as Issuing Bank and CITICORP NORTH AMERICA, INC., as Agent for the Issuing Bank and the Lenders

Zenith Electronics Corp – STOCK OPTION AGREEMENT (May 12th, 1998)

ZENITH ELECTRONICS CORPORATION STOCK OPTION AGREEMENT THIS AGREEMENT, entered into as of January 12, 1998 (the "Agreement Date"), by and between Jeffrey P. Gannon (the "Optionee"), and Zenith Electronics Corporation, a Delaware corporation (the "Company"); WITNESSETH THAT: WHEREAS, pursuant to the terms of Exhibit 2 of the employment agreement between the Executive and the Company dated January 12, 1998 (the "Employment Agreement"), the Company is to grant options to purchase 300,000 shares of its Common Stock, $1.00 par value ("Stock") to the Executive, and the rights provided by this Agreement are in settlement of that obligation; NOW, THEREFORE, IT IS AGREED, by and between the Company and the Executive, as follows: Award. 1.1. Grant of Option. The Company hereby grants to the Optionee as of January 12, 1998 (the "Option Date"), pursuant to the provisions of the Zenith Electronics Corporation Long-Term Equit

Zenith Electronics Corp – RESTRICTED STOCK AWARD AGREEMENT (May 12th, 1998)

ZENITH ELECTRONICS CORPORATION RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT, entered into as of January 12, 1998 (the "Agreement Date"), by and between Jeffrey P. Gannon (the "Holder"), and Zenith Electronics Corporation, a Delaware corporation (the "Company"); WITNESSETH THAT: WHEREAS, pursuant to the terms of Exhibit 3 of the employment agreement between the Executive and the Company dated January 12, 1998 (the "Employment Agreement"), the Company is to grant 500,000 shares of Restricted Stock to the Executive, and the rights provided by this Agreement are in settlement of that obligation; NOW, THEREFORE, IT IS AGREED, by and between the Company and the Executive, as follows: Award. 1.1. Grant of Stock. The Company hereby grants to the Holder as of January 12, 1998 (the "Grant Date"), pursuant to the provisions of the Zenith Electronics Corporation Long-Term Equity Compensation Plan (the "Plan"), a restricted

Zenith Electronics Corp – EMPLOYMENT AGREEMENT (May 12th, 1998)

EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into as of January 12, 1998, by and between Jeffrey P. Gannon (the "Executive") and Zenith Electronics Corporation (the "Company"); WITNESSETH THAT: WHEREAS, the parties desire to enter into this Agreement pertaining to the employment of the Executive by the Company; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by the Executive and the Company as follows: 1. Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement Term (as defined below), and the Executive hereby agrees to remain in the employ of the Company during the Agreement Term. (b) During the Agreement Term, while the Executiv

Zenith Electronics Corp – THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT (May 12th, 1998)

THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT This Third Amendment and Waiver to Credit Agreement(this "Amendment") effective as of the 31st day of March, 1998, 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, pursuant to Sections 7.8,7.9 and 7.13 of the Credit Agreement, the Borrower is required to meet certain financial tests as of the fiscal quarter ending March 31, 1998, and the Borrower has informed the Agent, the Issuing Bank

Zenith Electronics Corp – NOTE AGREEMENT (May 12th, 1998)

EXECUTION COPY NOTE AGREEMENT US$45,000,000 March 31, 1998 FOR VALUE RECEIVED, ZENITH ELECTRONICS CORPORATION (the "Borrower") promises to pay to the order of LG ELECTRONICS INC. (the "Lender") having its principal offices at 20 Yoido- Dong, Youngdungpo-Ku, Seoul, Korea, the aggregate unpaid principal balance of each advance (an "Advance" and collectively the "Advances") made by the Lender hereunder on or before June 30, 1998. The aggregate principal amount of the Advances shall not exceed FORTY FIVE MILLION UNITED STATES DOLLARS (US$45,000,000) and, unless accelerated earlier pursuant to the provisions of this Note Agreement, shall be payable in full on the first anniversary of the initial Advance; provided that the Lender may, upon ten (10) business days prior notice, demand the repayment of the Note Agreement at any time after June 30, 1

Zenith Electronics Corp – LETTER AMENDMENT (March 31st, 1998)

1 EXHIBIT 10u LETTER AMENDMENT Dated as of October 15, 1997 To Bankers Trust Company, as Trustee pursuant to the Pooling and Servicing Agreement referred to below Ladies and Gentlemen: We refer to (i) the Pooling and Servicing Agreement dated as of March 31, 1997 (as amended, supplemented or otherwise modified through the date hereof, the "Pooling and Servicing Agreement"; capitalized terms not otherwise defined in this Letter Amendment are used herein as defined in the Pooling and Servicing Agreement and the other Transaction Documents referred to therein) among the Transferor, the Servicer and you, (ii) the Receivables Purchase Agreement, dated as of March 31, 1997, among Zenith Electronics Corporation, as seller, and Zenith Finance Corporation, as purchaser, (iii) the Receivables Purchase Agreement, dated as of March 31

Zenith Electronics Corp – SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT (March 31st, 1998)

1 Exhibit 4c SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT This Second Amendment and Waiver to Credit Agreement (this "Amendment") effective as of the 31st day of December, 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 by that certain First Amendment to Credit Agreement dated as of October 29, 1997,(as further amended, restated supplemented or otherwise modified from time to time, the "Credit Agreement"); and WHEREAS, the Borrower has reques

Zenith Electronics Corp – EMPLOYEE STOCK OPTION AGREEMENT (March 31st, 1998)

1 EXHIBIT 10m ZENITH ELECTRONICS CORPORATION EMPLOYEE STOCK OPTION AGREEMENT Zenith Electronics Corporation, a Delaware corporation (the "Company"), hereby grants to <> <> (the "Optionee") as of <>, <>(the "Option Date"), pursuant to the provisions of the Zenith Electronics Corporation Long-Term Equity Compensation Plan (the "Plan"), a non-qualified option to purchase from the Company (the "Option") <> shares of its Common Stock, $1.00 par value ("Stock"), at the price of $<> per share upon and subject to the terms and conditions set forth below. References to employment by the Company shall also mean employment by a subsidiary of the Company. Capitalized terms not defined herein shall have the meanings specified in the Plan. 1. Option Subject to Acceptance of Agreement. The Option shall be null and void unless the Optionee shall accept this Agreement by e

Zenith Electronics Corp – Re: Agreement for Financial Consulting Services (March 31st, 1998)

1 EXHIBIT 10(S) December 29, 1997 Board of Directors Zenith Electronics Corporation 1000 Milwaukee Avenue Glenview Illinois 60025 Re: Agreement for Financial Consulting Services Gentlemen: This letter outlines the understanding between Jay Alix & Associates, a Michigan corporation ("JA&A") and Zenith Electronics Corporation (the "Company") of the objective, tasks, work product and fees for the engagement of JA&A to provide financial consulting services to the Company. -------------------------------------------------------------------------------- OBJECTIVE -------------------------------------------------------------------------------- - Assist the Company in maximizing its value to its stakeholders and in developing a viable, long-term business strategy. --------------------------------------------------------------------------------

Zenith Electronics Corp – SUBORDINATION AGREEMENT (November 12th, 1997)

SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this "Agreement") dated as of November 3, 1997, is made and entered into by and among CITICORP NORTH AMERICA, INC., as agent for the Issuing Bank and the Lenders (as hereafter defined) (the "Agent"), LG ELECTRONICS INC., a corporation organized under the laws of the Republic of Korea (the "Subordinated Creditor"), and ZENITH ELECTRONICS CORPORATION, a Delaware corporation (the "Borrower"). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as defined below). W I T N E S S E T H: WHEREAS, the Borrower, the financial institutions party thereto from time to time (the "Lenders"), Citibank, N.A., as Issuing Bank (the "Issuing Bank"), and Agent are parties to that certain Credit Agreement dated as of March 31, 1997, as amended by that certain First Amendment to Credit Agreement dated as of Octob

Zenith Electronics Corp – FIRST AMENDMENT TO CREDIT AGREEMENT (November 12th, 1997)

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

Zenith Electronics Corp – PARTICIPATION AGREEMENT (May 13th, 1997)

PARTICIPATION AGREEMENT dated as of March 26, 1997 by and among ZENITH ELECTRONICS CORPORATION OF TEXAS as Lessee, GENERAL FOODS CREDIT CORPORATION as Owner Participant, FLEET NATIONAL BANK as Owner Trustee, the institutions listed on Schedule I hereto as Lenders and FIRST SECURITY BANK, NATIONAL ASSOCIATION as Indenture Trustee Leveraged Lease of Television Picture Tube and Other Television Manufacturing Equipment Mexican Sited Equipment TABLE OF CONTENTS Page ARTICLE

Zenith Electronics Corp – FINANCIAL SUPPORT AGREEMENT (May 13th, 1997)

FINANCIAL SUPPORT AGREEMENT THIS FINANCIAL SUPPORT AGREEMENT (this "Agreement") is entered into as of March 31, 1997 between LG ELECTRONICS INC., a Korean corporation ("LGE"), and ZENITH ELECTRONICS CORPORATION, a Delaware corporation ("Zenith"). W I T N E S S E T H: WHEREAS, LGE, with its associated company, LG Semicon Co., Ltd., currently owns a majority of the issued and outstanding capital stock of Zenith; and WHEREAS, Zenith has requested certain financial support from LGE and LGE has agreed to provide such support in consideration of the issuance of the stock options to LGE as herein provided; NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties and covenants set forth in this Agreement, LGE and Zenith hereby agree as follows: 1. Parent Undertaking - Securitization Transactions. LGE shall, at the request of Zenith, provide a performance undertaking (the "Performance Undertaking") to the trustee (the "Trustee"

Zenith Electronics Corp – LEASE AGREEMENT (May 13th, 1997)

LEASE AGREEMENT dated as of March 26, 1997 by and among FLEET NATIONAL BANK, not in its individual capacity but solely in its capacity as Owner Trustee for ZENITH ELECTRONICS EQUIPMENT OWNER TRUST 1997-II, as Lessor, and ZENITH ELECTRONICS CORPORATION OF TEXAS, as Lessee, Leveraged Lease of certain Television Picture Tube and Other Television Related Manufacturing Equipment NOTE: CERTAIN RIGHTS OF THE LESSOR UNDER THIS LEASE AGREEMENT AND IN THE EQUIPMENT LEASED HEREUNDER HAVE BEEN ASSIGNED TO AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF FIRST SECURITY BANK, NATIONAL ASSO