FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): April 21, 1994
Zenith Electronics Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-4115 36-1996520
(State or jurisdiction (Commission File (IRS Employer
of incorporation) Number) identification No.)
1000 Milwaukee Avenue
Glenview, Illinois 60025
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (708) 391-7000
Not applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
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(a) On April 21, 1994, Zenith Electronics Corporation ("the Company")
entered into an amendment (the "Fifth Amendment") to its $90
million Credit Agreement dated as of May 21, 1993, as amended
on November 8, 1993, December 29, 1993, January 7, 1994 and
January 28, 1994 (the "Credit Agreement"), among the Company,
General Electric Capital Corporation, as agent for itself and
the other lenders named therein. The Fifth Amendment extended
the termination date from December 31, 1994 to June 30, 1996
on modestly improved terms. The financial covenants, which have
been extended through June 30, 1996, relate to (i) restrictions
on capital expenditures for each fiscal quarter; (ii) a
quarterly minimum net worth test (total assets less reserves
and total liabilities) at amounts ranging from a high of
$166 million to a low of $101 million; and (iii) a quarterly
leverage ratio requirement (total liabilities, other
than contingent obligations under letters of credit, to net
worth, calculated as set forth above) at various revised levels
ranging from a high of 4.95 to 1.0 to a low of 3.50 to 1.0.
On April 21, 1994 the Company had no borrowings under the
Credit Agreement. A copy of the Fifth Amendment is attached as
Exhibit Number 4 hereto and is incorporated by reference herein.
(b) On April 13, 1994 Zenith Electronics Corporation completed its
sale of the power supply business to ORYX Technology Corporation.
Item 7. Financial Statements, Pro forma Financial Information and Exhibits.
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(c) The exhibits accompanying this report are listed in the
accompanying Exhibit Index.
SIGNATURES
------------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ZENITH ELECTRONICS CORPORATION
By: /s/ David S. Levin
--------------------------
David S. Levin, Secretary
Date: April 21, 1994
<PAGE>
Exhibit Index
Exhibit
Number Exhibit Description
- ------- ---------------------------------------
4 Fifth Amendment dated April 21, 1994 to Credit Agreement
dated as of May 21, 1993, as amended, between the Company,
General Electric Capital Corporation, as agent for itself
and the other lenders named therein.
FIFTH AMENDMENT TO CREDIT AGREEMENT
-----------------------------------
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this
"Amendment"), dated as of April 21, 1994, is by and between
ZENITH ELECTRONICS CORPORATION, a Delaware corporation, as
Borrower, GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation, as Agent and as Lender, THE BANK OF NEW YORK
COMMERCIAL CORPORATION, a New York corporation, as Lender, and
CONGRESS FINANCIAL CORPORATION, a California corporation, as
Lender.
RECITALS
--------
A. Borrower, Agent and Lenders are parties to that
certain Credit Agreement dated as of the May 21, 1993, as amended
by that certain First Amendment to Credit Agreement dated as of
November 8, 1993, as further amended by that certain Second
Amendment to Credit Agreement dated as of December 29, 1993, as
further amended by that certain Third Amendment to Credit
Agreement dated as of January 7, 1994, and as further amended by
that certain Fourth Amendment to Credit Agreement dated as of
January 28, 1994 (collectively, as amended, restated,
supplemented or otherwise modified from time to time, the "Credit
Agreement"), pursuant to which Lenders have made and may
hereafter make loans and advances and other extensions of credit
to Borrower;
B. Borrower wishes, and Agent and Lenders are
willing, to amend certain provisions of the Credit Agreement, all
on the terms and conditions set forth in this Amendment; and
C. Each capitalized term used in this Amendment and
not otherwise defined in this Amendment shall have the meaning
ascribed thereto in Schedule A to the Credit Agreement; this
Amendment shall constitute a Loan Document; these Recitals shall
be construed as part of this Amendment.
NOW, THEREFORE, in consideration of the premises and
the mutual covenants hereinafter contained, the parties hereto
agree as follows:
1. Amendment of the Credit Agreement.
1.1 The Credit Agreement is hereby amended by deleting from
the final sentence of subsection 1.1(b) thereof the reference to
"December 31, 1994" and by substituting therefor a reference to
"June 30, 1996".
1.2 The Credit Agreement is hereby amended by adding
Exhibit A attached hereto as Schedule 1.2(b)-2 thereto and by
inserting immediately after the reference to "Columbia Gas System
commercial paper" contained in the last paragraph of subsection
1.2(b)(D) of the Credit Agreement the following new reference:
"or any of Borrower's Material Assets identified on
Schedule 1.2(b)-2"
1.3 The Credit Agreement is hereby amended by deleting
subsection 1.7(c) thereof in its entirety and by substituting
therefor the following new subsection 1.7(c):
"(c) Borrower shall be obligated to pay
interest to Agent, for the ratable benefit of Lenders,
on the outstanding balance of the Revolving Credit
Loan, at a floating rate equal to the Base Rate plus
one and three-quarters percent (1.75%) per annum (the
"Borrowing Margin"); provided, however, that effective
upon Agent's receipt of Borrower's certified audited
financial statements for Fiscal Year 1994 indicating
for Borrower (i) EBTDA of not less than $34,000,000,
the Borrowing Margin shall be reduced to one and one-
quarter percent (1.25%) or (ii) EBTDA of not less than
$44,000,000 and a Fixed Charge Coverage Ratio of not
less than 1.00, the Borrowing Margin shall be reduced
to one percent (1.00%) (the applicable interest rate,
as determined above, referred to herein as the "Stated
Rate")."
1.4 The Credit Agreement is hereby amended by renaming
subsection 6.6(C) thereof as subsection 6.6(D) and by inserting
immediately after subsection 6.6(B) thereof the following new
subsection 6.6(C):
"(C) for Guaranteed Indebtedness of Borrower
or such Subsidiary of Borrower under Currency
Protection Agreements, but only to the extent entered
into solely in the ordinary course of Borrower's or
such Subsidiary's business, which, in any event, shall
not include any speculative or similar investment
purpose; and"
1.5 The Credit Agreement is hereby amended by deleting
Schedule 6.11 thereto in its entirety and by substituting
therefor the new Schedule 6.11 attached as Exhibit B hereto.
1.6 The Credit Agreement is hereby amended by amending
Schedule A as follows:
(a) Schedule A is hereby amended by deleting from
clause (i) of the definition of "Commitment Termination
Date" contained therein the reference to "December 31,
1994" and by substituting therefor a reference to "June
30, 1996".
(b) Schedule A is hereby amended by renaming
clause (v) of the definition of Guaranteed Indebtedness
contained therein as clause (vi) and by inserting
immediately after clause (iv) thereof the following new
clause (v):
"(v) under any Currency Protection Agreement, or"
(c) Schedule A is hereby amended by inserting
therein in alphabetical order the following new
definition:
""Currency Protection Agreement"
shall mean any foreign exchange contract,
currency swap agreement, or other financial
agreement or arrangement designed to protect
Borrower or any of its Subsidiaries against
fluctuations in currency values."
(d) Schedule A is hereby amended by inserting
therein in alphabetical order the following new
definition:
""EBITDA" shall mean, with respect
to any Person for any period, the sum of (a)
EBTDA plus (b) Interest Expense, in each case
with respect to such Person for such period
and determined in accordance with GAAP."
(e) Schedule A is hereby amended by inserting
therein in alphabetical order the following new
definition:
""EBTDA" shall mean, with respect
to any Person for any period, the sum of (a)
Net Income (excluding, without duplication,
extraordinary items) plus (b) income tax
expense plus (c) depreciation expense plus
(d) amortization expense plus (e) other non-
cash charges to the extent deducted in the
calculation of Net Income minus (f) non-cash
gains to the extent included in the
calculation of Net Income, in each case with
respect to such Person for such period and
determined in accordance with GAAP."
(f) Schedule A is hereby amended by inserting
therein in alphabetical order the following new
definition:
""Fixed Charge Coverage Ratio"
shall mean, with respect to any Person for
any period, the ratio of EBITDA to the sum of
(a) total Interest Expense plus (b) amounts
required to be paid in respect of income tax
liabilities (whether paid or accrued) plus
(c) Capital Expenditures, in each case with
respect to such Person for such period and
determined in accordance with GAAP."
(g) Schedule A is hereby amended by inserting
therein in alphabetical order the following new
definition:
""Interest Expense" shall mean,
with respect to any Person for any period,
such Person's interest expense (whether paid
or accrued) in respect of Funded Debt, in
each case with respect to such Person for
such period and determined in accordance with
GAAP."
1.7 The Credit Agreement is hereby amended by deleting from
paragraph (a) of Schedule B the reference to "December 26, 1994"
and by substituting therefor a reference to "June 24, 1996".
2. Acknowledgement and Agreement. Notwithstanding
anything contained in the Credit Agreement or any other Loan
Document to the contrary, including, without limitation,
subsection 1.2(b) of the Credit Agreement, the parties hereto
each acknowledge and agree that, as of the date hereof, the
Revolving Loan Commitment and the Maximum Revolving Credit Loan
shall each be Ninety Million Dollars ($90,000,000).
3. Conditions to Effectiveness. This Amendment shall
not become effective, and neither the Agent nor any Lender shall
have any obligation hereunder, until the following conditions
shall have been satisfied in full, in Agent's sole discretion:
(a) Agent, on behalf of itself and Lenders, shall have
received original counterparts of this Amendment, duly
executed by each party hereto;
(b) Agent, on behalf of itself and Lenders, shall have
received a duly executed original of that certain Fee Letter
dated as of the date hereof between Borrower and Agent (the
"Fee Letter"), together with payment in full in immediately
available funds, for the benefit of each Lender as set forth
in the Fee Letter, of the fee referred to therein;
(c) Agent, on behalf of itself and Lenders, shall have
received duly executed originals of the opinion of John
Borst, Jr., General Counsel to Borrower and the Subsidiaries
of Borrower signatory hereto, dated as of the date hereof
and in the form attached as Exhibit C hereto;
(d) Agent, on behalf of itself and Lenders, shall have
received copies of the resolutions of the Executive
Committee of Borrower's Board of Directors and the
resolutions of each Guarantor Subsidiary's Board of
Directors and stockholders, in each case approving and
authorizing the execution, delivery and performance or the
this Amendment and each of the agreements, certificates,
documents and other instruments described herein or
contemplated hereby to which such Person is a party and the
transactions to be consummated in connection herewith and
therewith, each of the foregoing certified as of the date
hereof by such Person's corporate secretary or an assistant
secretary as being in full force and effect without any
modification or amendment;
(e) Borrower and each Domestic Subsidiary shall have
obtained all consents (including, without limitation,
consents of all Governmental Authorities and all holders of
such Person's capital stock) necessary in connection with
the execution and delivery of this Amendment and any other
agreement, certificate, document or other instrument
contemplated hereunder, and shall have provided satisfactory
evidence thereof to Agent, on behalf of itself and Lenders;
(f) except for Schedules which, pursuant to the terms
of the Credit Agreement, are not specifically required to be
updated subsequent to the Closing Date, Agent, on behalf of
itself and Lenders, shall have received revised Schedules to
the Credit Agreement, including, without limitation,
Schedule G, to the extent necessary to make the information
contained therein true, accurate and complete in all
respects;
(g) Agent, on behalf of itself and Lenders, shall have
received such other agreements, certificates, documents or
other instruments as Agent may request; and
(h) on and as of the date hereof, the representations
and warranties of Borrower made pursuant to Section 4 hereof
shall be true, accurate and complete in all respects.
4. Representations and Warranties of Borrower. In
order to induce Agent and Lenders to enter into this Amendment,
Borrower hereby makes the following representations and
warranties, each of which shall survive the execution and
delivery of this Amendment:
(a) as of the date hereof, no Default or Event of
Default is continuing and, after giving effect to this
Amendment and the transactions contemplated hereby, no
Default or Event of Default shall have occurred and be
continuing;
(b) as of the date hereof and after giving effect to
this Amendment and the transactions contemplated hereby, the
representations and warranties of Borrower and each Domestic
Subsidiary contained in the Loan Documents are true,
accurate and complete in all respects on and as of the date
hereof to the same extent as though made on and as of the
date hereof, except to the extent that any such
representation or warranty expressly relates to an earlier
date; and
(c) the execution, delivery and performance by
Borrower and each Guarantor Subsidiary of this Amendment and
each of the agreements, certificates, documents and other
instruments described herein or contemplated hereby to which
such Person is a party are within its corporate powers and
have been duly authorized by all necessary corporate action
on the part of such Person (including, without limitation,
resolutions of any executive committee, the board of
directors and, as applicable, the stockholders, of such
Person), and this Amendment and such agreements,
certificates, documents and instruments are the legal, valid
and binding obligation of such Person enforceable against
such Person in accordance with their respective terms,
except as enforceability may be limited by bankruptcy,
insolvency or other similar laws affecting the rights of
creditors generally or by application of general principles
of equity.
5. Reference to and Effect on the Credit Agreement.
5.1. Except as specifically amended above, the Credit
Agreement shall remain in full force and effect and the Credit
Agreement, as amended by this Amendment, is hereby ratified and
confirmed in all respects.
5.2. The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or
remedy of Agent or Lenders under the Credit Agreement or any of
the other Loan Documents, or constitute a waiver of any provision
of the Credit Agreement or any of the other Loan Documents. Upon
the effectiveness of this Amendment each reference in (a) the
Credit Agreement to "this Agreement," "hereunder," "hereof," or
words of similar import and (b) any other Loan Document to "the
Credit Agreement," shall, in each case, mean and be a reference
to the Credit Agreement, as amended hereby.
6. Miscellaneous.
6.1 Successors and Assigns. This Amendment shall be
binding on and shall inure to the benefit of Borrower, each
Domestic Subsidiary, Agent, each Lender and each such Person's
respective successors and assigns, except as otherwise provided
herein or therein. Neither Borrower nor any Domestic Subsidiary
may assign, transfer, hypothecate or otherwise convey its rights,
benefits, obligations or duties hereunder without the prior
express written consent of Agent and Requisite Lenders. Any such
purported assignment, transfer, hypothecation or other conveyance
by Borrower or any Domestic Subsidiary without the prior express
written consent of Agent and Requisite Lenders shall be null and
void, as if the same shall have never occurred. The terms and
provisions of this Amendment are for the purpose of defining the
relative rights and obligations of Borrower, each Domestic
Subsidiary, Agent and each Lender with respect to the
transactions contemplated hereby and there shall be no third
party beneficiaries of any of the terms and provisions of this
Amendment.
6.2 Entire Agreement. This Amendment, including all
agreements, certificates, documents, exhibits, schedules and
other instruments attached hereto or incorporated by reference
herein, constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersedes all other
understandings, oral or written, with respect to the subject
matter hereof.
6.3 Fees and Expenses. Borrower agrees to pay on
demand all fees, costs and expenses incurred by or otherwise due
to Agent, on behalf of itself and Lenders, in connection with the
preparation, execution and delivery of this Amendment, together
with all fees, costs and expenses incurred by or otherwise due to
Agent, on behalf of itself and Lenders, prior to the date hereof
which are payable by Borrower pursuant to the Credit Agreement
and the Fee Letter.
6.4 Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.
6.5 Severability. Wherever possible, each provision
of this Amendment shall be interpreted in such a manner as to be
effective and valid under applicable law, but if any provision of
this Amendment shall be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this
Amendment.
6.6 Counterparts. This Amendment may be executed in
any number of separate counterparts, each of which shall
collectively and separately constitute one agreement.
6.7 GOVERNING LAW. EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN, IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AMENDMENT AND THE
OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS AND DECISIONS OF THE
STATE OF ILLINOIS (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES)
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. BORROWER, EACH
GUARANTOR SUBSIDIARY, AGENT AND EACH LENDER HEREBY CONSENTS AND
AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF
COOK, CITY OF CHICAGO, ILLINOIS, SHALL HAVE EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN
BORROWER, ANY GUARANTOR SUBSIDIARY, AGENT AND ANY LENDER
PERTAINING TO THIS AMENDMENT OR TO ANY MATTER ARISING OUT OF OR
RELATING TO THIS AMENDMENT, PROVIDED, THAT AGENT, EACH LENDER,
BORROWER AND EACH GUARANTOR SUBSIDIARY ACKNOWLEDGES THAT ANY
APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
OUTSIDE OF THE COUNTY OF COOK, CITY OF CHICAGO, ILLINOIS AND,
PROVIDED, FURTHER, THAT NOTHING IN THIS AMENDMENT SHALL BE DEEMED
OR OPERATE TO PRECLUDE AGENT FROM BRINGING SUIT OR TAKING OTHER
LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE
COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT OR ANY
LENDER. BORROWER, EACH GUARANTOR SUBSIDIARY, AGENT AND EACH
LENDER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND BORROWER, EACH GUARANTOR SUBSIDIARY, AGENT AND EACH LENDER
HEREBY WAIVES ANY OBJECTION WHICH SUCH PERSON MAY HAVE BASED UPON
LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON
CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.
BORROWER, EACH GUARANTOR SUBSIDIARY, AGENT AND EACH LENDER HEREBY
WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND HEREBY AGREES THAT
SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE
BY REGISTERED OR CERTIFIED MAIL ADDRESSED, IN THE CASE OF
BORROWER OR ANY GUARANTOR SUBSIDIARY, TO BORROWER, IN THE CASE OF
AGENT, TO AGENT, IN THE CASE OF ANY LENDER, TO SUCH LENDER, AT
ITS RESPECTIVE ADDRESS SET FORTH ON SCHEDULE 11.10 OF THE CREDIT
AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON
THE EARLIER OF ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER
DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.
6.8 MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES
ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE
MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND
EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL
LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE
THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF
THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE
PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG AGENT, ANY LENDER,
BORROWER OR ANY DOMESTIC SUBSIDIARY ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
AMONG THEM IN CONNECTION WITH, THIS AMENDMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
* * * *
IN WITNESS WHEREOF, each party hereto has caused this
Fifth Amendment to be duly executed and delivered by its proper
and duly authorized officer as of the date first written above.
ZENITH ELECTRONICS CORPORATION,
as Borrower
By: /s/ Willard C. McNitt
---------------------------
Vice President and Treasurer
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent and as Lender
By: /s/ Robert Battle
---------------------------
Duly Authorized Signatory
THE BANK OF NEW YORK COMMERCIAL
CORPORATION, as Lender
By: /s/ Stephen V. Mangiante
---------------------------
Title: AVP
---------------------------
CONGRESS FINANCIAL CORPORATION,
as Lender
By: /s/ Kevin Madigan
---------------------------
Title: VP
---------------------------
ACKNOWLEDGEMENT AND CONSENT
AS OF THE DATE FIRST WRITTEN ABOVE, EACH OF THE UNDERSIGNED
GUARANTOR SUBSIDIARIES HEREBY ACKNOWLEDGES AND CONSENTS TO BE
BOUND BY THE FOREGOING FIFTH AMENDMENT AND CONFIRMS AND AGREES
THAT, AFTER GIVING EFFECT TO SUCH FIFTH AMENDMENT, ALL OTHER LOAN
DOCUMENTS TO WHICH IT IS A PARTY ARE AND SHALL CONTINUE TO BE IN
FULL FORCE AND AFFECT AND ARE HEREBY CONFIRMED AND RATIFIED IN
ALL RESPECTS.
ZENITH DISTRIBUTING CORPORATION OF
ILLINOIS
By: /s/ David S. Levin
-------------------------------
Secretary
ZENITH DISTRIBUTING CORPORATION -
MIDSTATES
By: /s/ David S. Levin
-------------------------------
Secretary
ZENITH DISTRIBUTING CORPORATION OF
NEW ENGLAND
By: /s/ David S. Levin
-------------------------------
Secretary
ZENITH DISTRIBUTING CORPORATION OF
NEW YORK
By: /s/ David S. Levin
------------------------------
Secretary
ZENITH DISTRIBUTING CORPORATION -
SOUTHEAST
By: /s/ David S. Levin
-----------------------------
Secretary
ZENITH DISTRIBUTING CORPORATION -
WEST
By: /s/ David S. Levin
-----------------------------
Secretary
ZENITH/INTEQ, INC.
By: /s/ David S. Levin
-----------------------------
Secretary
ZENITH ELECTRONICS CORPORATION OF
ARIZONA
By: /s/ David S. Levin
----------------------------
Secretary
ZENITH ELECTRONICS CORPORATION OF
TEXAS
By: /s/ David S. Levin
----------------------------
Secretary
ZENITH MICROCIRCUITS CORPORATION
By: /s/ David S. Levin
-----------------------------
Secretary
ZENITH VIDEO TECH CORPORATION -
FLORIDA
By: /s/ David S. Levin
------------------------------
Secretary
ZENTRANS, INC.
By: /s/ David S. Levin
------------------------------
Secretary
