Amdmt No. 1 & Waiver To Restructuring Agreement

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
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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 extend the date by which Zenith mus ...