FIFTH AMENDMENT, dated as of February 24, 1995 (this
"Amendment"), to the Credit Agreement dated as of March 15, 1994
(as amended pursuant to the First Amendment thereto dated as of May
13, 1994, the Second Amendment thereto dated as of August 17, 1994,
the Third Amendment thereto dated as of August 26, 1994, the Fourth
Amendment and Waiver thereto dated as of January 31, 1995 and as
the same may be further amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"), among AUDIOVOX
CORPORATION, a Delaware corporation (the "Borrower"), the several
banks and other financial institutions from time to time parties
thereto (collectively, the "Lenders"; individually a "Lender") and
CHEMICAL BANK, a New York banking corporation, as administrative
and collateral agent for the Lenders (in such capacity, the
"Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders and the Agent are parties
to the Credit Agreement;
WHEREAS, the Borrower has requested that the Lenders amend the
Credit Agreement in the manner provided for herein;
WHEREAS, the Agent and the Lenders are willing to agree to the
requested amendments;
NOW, THEREFORE, in consideration of the premises contained
herein, the parties hereto agree as follows;
1. Defined Terms. Unless otherwise defined herein, terms
which are defined in the Credit Agreement and used herein as
defined terms are so used as so defined.
2. Amendment to Schedule I. Schedule I to the Credit
Agreement is hereby amended by deleting such Schedule in its
entirety and substituting in lie thereof a new Schedule I to read
in its entirety as set forth in Exhibit A hereto.
3. Amendments to Subsection 1.1. Subsection 1.1 of the
Credit Agreement is hereby amended by deleting the definition of
"Maximum Direct, Extensions of Credit" in its entirety and
substituting in lieu thereof the following new definition.
"Maximum Direct Extension of Credit": at any time on or prior
to May 31, 1995, $40,000,000, and, at any time thereafter,
$20,000,000.
4. Representations and Warranties. On and as of the date
hereof, the Borrower hereby confirms, reaffirms and restates the
representations and warranties set forth in Section 6 of the Credit
Agreement mutatis mutandis, except to the extent that such
representations and warranties expressly relate to a specific
earlier date in which case the Borrower hereby confirms, reaffirms
and restates such representations and warranties as of such earlier
date, provided that the references to the Credit Agreement in such
representations and warranties shall be deemed to refer to the
Credit Agreement as amended prior to the date hereof and as amended
pursuant to this Amendment.
5. Effectiveness. This Amendment shall become effective as
of the date first written above upon receipt by the Agent
counterparts of this Amendment duly executed by the Borrower and
all the Lenders and acknowledged and consented to by each
Subsidiary.
6. Continuing Effect; No Other Amendments. Except as
expressly amended hereby, all of the terms and provisions of the
Credit Agreement are and shall remain in full force and effect.
The amendments provided for herein are limited to the specific
subsections of the Credit Agreement specified herein and shall not
constitute an amendment of, or an indication of the Agents or the
Lenders' willingness to amend, any other provisions of the Credit
Agreement or the same subsections for any other date or time period
(whether or not such other provisions or compliance with such
subsections for another date or time period are affected by the
circumstances addressed in this Amendment).
7. Expenses. The Borrower agrees to pay and reimburse the
Agent for all its reasonable costs and out-of-pocket expenses
incurred in connection with the preparation and delivery of this
Amendment, including, without limitation, the reasonable fees and
disbursements of counsel to the Agent.
8. Counterparts. This Amendment may be executed in any
number of counterparts by the parties hereto, each of which
counterparts when so executed shall be an original, but all the
counterparts shall together constitute one and the same instrument.
9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their respective duly
authorized officers as of the date first above written.
AUDIOVOX CORPORATION
By:s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Senior Vice President
LENEX CORPORATION
By:s/Chris Lis Johnson
Name: Chris Lis Johnson
Title: Secretary
AMERICAN RADIO CORP.
By:s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Senior Vice President
AUDIOVOX INTERNATIONAL CORP.
By:s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Senior Vice President
AUDIOVOX CANADA LIMITED
By:s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Senior Vice President
WESTERN AUDIOVOX CORP.
By:s/Philip Christopher
Name: Philip Christopher
Title: Vice President
CELL HOLDING CORPORATION
By:s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Senior Vice President
AUDIOVOX ASIA INC.
By:s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Senior Vice President
AUDIOVOX LATIN AMERICA LTD.
By:s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Senior Vice President
Dated as of February 24, 1995