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 ...
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
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
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
1. Purchase and Sale of Equipment.
1.1. Transfer of Equipment. In consideration for the payment by Buyer of
the purchase price specified in Section 1.2, Seller hereby transfers to Buyer,
and Buyer hereby accepts, all right, title and interest of Seller in and to the
1.2. Purchase Price. In consideration of Seller's sale and transfer of the
Equipment pursuant to Section 1.1 and the commitment of LG Electronics Inc.
("LGE") to take assignment of Buyer's rights under that certain Manufacturing
Agreement dated November 2, 1998, between Buyer and Philips Electronics North
America Corporation ("Philips"), if LGE or an affiliate acquires the assets of
Buyer's Reynosa facility, Buyer hereby agrees to pay this day to Seller
US$11,505,000, payable by Buyer in Credits (as such term is defined in that
certain letter agreement, dated as of November 2, 1998, between Buyer and
Philips, relating to the purchase by Philips from Buyer of certain equipment at
Buyer's Melrose Park facility).
2. Representation of Parties.
2.1. Representations of Seller. Seller hereby represents and warrants to
Buyer that it has good and exclusive title to the Equipment free and clear of
any lien or other encumbrance.
2.2 Representations of Buyer. Buyer accepts the Equipment "As Is," "Where
Is" and "With All Faults." Buyer represents and warrants that it has inspected
and accepted the quality of the Equipment.
3. Further Assurances. At any time and from time to time after the date
hereof, at the request of Buyer, seller will execute and deliver or cause to be
executed and delivered, such other instruments of sale, transfer, conveyance,
assignment and confirmation and take such action as Buyer may reasonably
determine is necessary to transfer, convey and assign to Buyer the Equipment,
all such instruments and actions to be in form and substance reasonably
acceptable to Seller.
4. Redemption of Credits. Buyer and Seller hereby agree that from time
to time upon the request of Buyer, Buyer shall acquire from Seller and Seller
shall sell to Buyer all or any portion of the Credits owned by Seller in each
case in exchange for United States dollars in an amount equal to the face amount
of Credits so acquired by Buyer. Buyer, Seller and LGE agree that LGE's claim
against Buyer arising out of LGE's payments under the Guaranty, dated as of
March 26, 1997, shall not be reduced except to the extent LGE receives United
States dollars for such Credits.
5. Miscellaneous. This Agreement shall not confer and rights or remedies
upon any person or entity other than the parties and their respective successors
and permitted assigns. This Agreement 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. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
without giving effect to any choice or conflict of law provision or rule to the
extent the application thereof would require or permit the application of the
laws of another jurisdiction.
IN WITNESS WHEREOF, the parties hereto have entered into this agreement on
this date first above written.
THE ZENITH ELECTRONICS EQUIPMENT CENTER
By: State Street Bank and Trust Company,
as trustee and not in its individual capacity
By: /s/ Steve Cimalore
Name: STEVE CIMALORE
Title: Vice President
ZENITH ELECTRONICS CORPORATION
Acknowledged and agreed
with regard to Section 4:
LG Electronics Inc.
Very truly yours,
LG Electronics, Inc.
By: /s/ Cha Hong (John) Koo
Name: Cha Hong (John) Koo
Title: Vice-Chairman of the
Board of Zenith Electronics