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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, 1997, among Zenith Microcircuits
Corporation, as seller, and Zenith Finance Corporation, as purchaser, (each
such Receivables Purchase Agreement, as amended, supplemented or otherwise
modified, being a "Receivables Purchase Agreement") and (iv) the other
Transaction Documents.
It is hereby agreed by you and us as follows:
Section 4.03(a) of each Receivables Purchase Agreement is, effective as of
the date of this Letter Amendment, hereby amended by deleting therein the
phrase "or any other property or asset of the Seller" and substituting therefor
the following phrase "or any proceeds thereof".
This Letter Amendment shall become effective as of the date first above
written when, and only when the Program Agent shall have received a counterpart
hereof executed by you, the undersigned, a Majority in Interest of the Series
1997-1 Holders and a Majority of Series 1997-1 Certificate Interests or, as to
any of the Series 1997-1 Holders and any of the Holders of Series 1997-1
Certificate Interests, advice satisfactory to the Program Agent that such
Series 1997-1 Holder or Holder of Series 1997-1 Certificate Interests has
executed this Letter Amendment, together with a- counterpart of the Consent
attached hereto executed by the Parent. This Letter Amendment is subject to
the provisions of Section 7.06 of each Receivables Purchase Agreement and
Section 5.04 of the Series 1997-1 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
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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 Xxxx Xxxxxx at Xxxxxxxx &
Sterling, fax no. (000) 0000000 and (ii) at least three original counterparts
of this Letter Amendment to Xxxx Xxxxxx at Shearman & Sterling, 000 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:
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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.
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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:
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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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