TRANSFER OF THIS NOTE IS RESTRICTED PURSUANT TO THE STOCKHOLDERS AGREEMENT DATED
AS OF MAY 29, 2002, BY AND AMONG AUDIOVOX CORPORATION, TOSHIBA CORPORATION AND
AUDIOVOX COMMUNICATIONS CORP., COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL
OFFICE OF AUDIOVOX COMMUNICATIONS CORP.
NON-NEGOTIABLE DEMAND NOTE
May 29, 2002
Hauppauge, New York
FOR VALUE RECEIVED, the undersigned, AUDIOVOX COMMUNICATIONS CORP., a
Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to
the order of Audiovox Corporation (the "Lender") at the office of 150 Marcus
Blvd., Hauppauge, NY, in lawful money of the United States of America and in
immediately available funds, the aggregate unpaid principal amount of all loans
("Loans") made by Lender to Borrower under this Note. Borrower further agrees to
pay interest in like money at such office on the unpaid principal amount hereof
from time to time outstanding at the same rate of interest that is available to
Lender under the Fourth Amended and Restated Credit Agreement, dated as of July
28, 1999, among Audiovox Corporation, the lenders parties thereto and JPMorgan
Chase Bank, as administrative agent and collateral agent (as amended,
supplemented, otherwise modified or refinanced, refunded, renewed or extended,
the "Credit Agreement").
The principal amount of this Note from time to time outstanding and all
accrued and unpaid interest thereon shall be due and payable upon written demand
in whole or in part by Lender to Borrower, such demand to take into account the
financial condition of Borrower and other relevant factors.
Borrower acknowledges and agrees that Lender may make demand for payment
hereunder for up to the full amount that Borrower is then able to borrow under
credit facilities that Borrower may obtain in the future from third party
financing sources.
Lender is authorized to endorse on Schedule 1 annexed hereto and made a
part hereof (or in its internal records) or on a continuation thereof which
shall be attached
Exhibit 99.8
1
hereto and made a part hereof the date, type and amount of each Loan made
hereunder and the date and amount of each payment or prepayment of principal
thereof. Each such endorsement shall constitute prima facie evidence of the
accuracy of the information endorsed. The failure to make any such endorsement
(or any error therein) shall not affect the obligations of Borrower under this
Note.
This Note may be prepaid at any time, in whole or in part and without
premium or penalty. All payments hereunder shall be applied first to unpaid
interest, next to expenses and last to principal payments.
All unpaid amounts hereunder shall automatically accelerate and immediately
become due and payable by Borrower to Lender if:
(a) Borrower commences a voluntary case or proceeding seeking liquidation,
reorganization, or other relief with respect to itself, or its debts under
any bankruptcy, insolvency or other similar law now or hereafter in effect
or seeking the appointment of a trustee, receiver, liquidator, custodian or
other similar official for Borrower or any substantial part of its
property, or taking possession by any such official in any involuntary case
or other proceeding commenced against Borrower, or makes a general
assignment for the benefit of creditors, or fails generally to pay its
debts as they become due, or takes any corporate action to authorize any of
the foregoing; or
(b) An involuntary case or proceeding is commenced against Borrower seeking
liquidation, reorganization or other relief with respect to it or its debts
under bankruptcy, insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official for Borrower or any substantial part of
its property and such involuntary case or other proceeding remains in
undismissed and unstayed for a period of one hundred twenty (120) days; or
(c) Any Person (directly or indirectly through one or more Affiliates)
other than Lender and its Affiliates and Associates becomes the owner of a
majority of Borrower's capital stock or acquires all or substantially all
of Borrower's assets (whether through merger, stock purchase, asset
purchase or another form of transaction).
Borrower agrees to pay Lender the same fees for banking transactions as
Lender is charged under the Credit Agreement, provided that the fees charged to
Borrower will only be for banking services used by Borrower including, without
limitation, letter of credit commissions, activity fees, commitment fees, and
bank transfer fees.
Borrower agrees to pay or reimburse Lender for all of its out-of-pocket
costs
Exhibit 99.8
2
and expenses incurred in connection with the collection of this Note, including,
without limitation, fees and disbursements of Lender's counsel incurred in
connection with any claim, action or any other proceeding seeking to enforce or
preserve Lender's rights under this Note.
Borrower will continue to provide, as long as debt is outstanding to Lender
hereunder, any guarantees and pledges of assets that are needed by Lender to
maintain its Credit Agreement in effect; provided that such guarantee and pledge
arrangements shall comply with the conditions contained in Section 1.5(m) of the
Stockholders Agreement dated as of the date hereof among Borrower, Lender and
Toshiba Corporation (the "STOCKHOLDERS AGREEMENT") relating to transactions
involving Borrower and Lender and their Affiliates and Associates.
All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser other otherwise, hereby waive
presentment, demand, protest and other notices of any kind.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION, SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK (WITHOUT REGARD
TO CHOICE OF LAW PROVISIONS THEREOF).
This Note is a binding obligation enforceable against Borrower and its
successors and assigns and shall inure to the benefit of the Lender and its
successors and assigns. If a court deems any provision of this Note invalid, the
remainder of the Note shall remain in effect.
In any action or other legal proceeding relating to this Note, Borrower (a)
consents to the personal jurisdiction of any State or Federal court located in
the State of New York, and (b) agrees that a copy of this Note kept in the
Lender's course of business may be admitted into evidence as an original.
Unless otherwise defined herein, terms used herein that are defined in the
Stockholders Agreement shall have the same meanings set forth for such terms in
the Stockholders Agreement.
BORROWER AND LENDER EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION IN
CONNECTION WITH THIS NOTE.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
Exhibit 99.8
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IN WITNESS WHEREOF, Borrower has caused its duly authorized representative
to execute this Note as of the date first above written.
AUDIOVOX COMMUNICATIONS CORP.,
a Delaware corporation
By: s/Philip Christopher
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Name: Philip Christopher
Title: Chief Executive Officer
Exhibit 99.8
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