EXECUTION COPY
FIFTH AMENDMENT, dated as of September 10, 1996 (this
"Amendment"), to the Second Amended and Restated Credit
Agreement, dated as of May 5, 1995 (as amended pursuant to the
First Amendment thereto dated as of December 22, 1995, the Second
Amendment thereto dated as of February 9, 1996, the Third
Amendment thereto dated as of May 13, 1996, the Fourth Amendment
and Consent thereto, dated as of July 29, 1996 and this
Amendment, 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 THE CHASE MANHATTAN 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; and
WHEREAS, the Borrower, the Lenders and the Agent wish
to increase the Commitments under the Credit Agreement by
$10,000,000 and The CIT Group/Business Credit, Inc. (the "New
Lender") wishes to become a Lender to provide such increased
Commitments under and subject to the terms and conditions of the
Credit Agreement;
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
(and in the recitals hereto) as defined terms are so used as so
defined.
2. New Lender. (a) From and after the Effective
Date, the New Lender shall be a party to the Credit Agreement
with a Commitment of $10,000,000 as set forth on Schedule I to
the Credit Agreement and, to the extent provided in this
Amendment, shall have the rights and obligations of a Lender
thereunder and under the other Loan Documents and shall be bound
by the provisions thereof. Without limiting the foregoing, the
New Lender shall advance to the Agent on the Effective Date an
amount equal to its Commitment Percentage (as set forth on
Schedule A hereto) of the aggregate principal amount of all Loans
outstanding on such Effective Date and, upon receipt thereof, the
Agent shall distribute to the other Lenders their ratable share
of such amount.
(b) The New Lender confirms that it has received a
copy of the Credit Agreement, together with copies of the
financial statements referred to in subsection 6.1, the financial
statements delivered pursuant to subsection 8.1, if any, and such
other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this
Amendment.
(c) The New Lender appoints and authorizes the Agent
and the Collateral Agent to take such action as agent on its
behalf and to exercise such powers under the Credit Agreement and
each of the other Loan Documents as are delegated to the Agent
and the Collateral Agent by the terms thereof, together with such
powers as are reasonably incidental thereto, all in accordance
with Section 11 of the Credit Agreement.
(d) The New Lender agrees that it will perform in
accordance with its terms, all of the obligations which by the
terms of the Credit Agreement or any of the other Loan Documents
are required to be performed by it as a Lender.
3. Increase in Commitments; Amendment to Schedule I.
The aggregate Commitments of the Lenders shall be increased to
$85,000,000. To effect such increase, the Borrower, the Lenders
and the Agent hereby agree that Schedule I to the Credit
Agreement is hereby amended by deleting such Schedule in its
entirety and substituting in lieu thereof a new Schedule to read
in its entirety as set forth in Schedule A hereto.
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.
5. Effectiveness. This Amendment shall become
effective as of the date (the "Effective Date") first written
above upon satisfaction of the following conditions precedent:
(i) receipt by the Agent of counterparts of this
Amendment duly executed by the Borrower, the Required
Lenders, the New Lender and the Agent;
(ii) receipt by the Agent, for the account of the New
Lender, of a duly executed Note reflecting its Commitment
substantially in the form of Exhibit A to the Credit
Agreement; and
(iii) receipt by the New Lender of any fees required
to be paid in connection with this Amendment.
6. Continuing Effect; No Other Amendments. Except as
expressly provided herein, 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 a consent, waiver or amendment of, or an
indication of the Agent's or the Lenders' willingness to consent
to any action requiring consent under or to waive or 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 (including by
facsimile transmission), 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: Sr. V.P. and CFO
THE CHASE MANHATTAN BANK,
as Agent and as a Lender
By:s/Roland Driscoll
Name: Roland Driscoll
Title: Vice President
FLEET BANK, N.A., as a Lender
By:s/Michael T. Keenan
Name: Michael T. Keenan
Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON,
as a Lender
By:s/Brent E. Shay
Name: Brent E. Shay
Title: Director
EUROPEAN AMERICAN BANK,
as a Lender
By:s/Richard Romano
Name: Richard Romano
Title: Vice President
THE CIT GROUP/BUSINESS CREDIT, INC.
as a Lender
By:s/Edward A. Jesser
Name: Edward A. Jesser
Title: Vice President
ACKNOWLEDGEMENT AND CONSENT
Each of the undersigned corporations (i) as a guarantor
under that certain Amended and Restated Subsidiaries Guarantee,
dated as of March 15, 1994 (the "Guarantee"), made by each of
such corporations in favor of the Collateral Agent and (ii) as a
grantor under that certain Amended and Restated Security
Agreement, dated as of March 15, 1994 (the "Security Agreement"),
made by each of such corporations in favor of the Collateral
Agent, confirms and agrees that the Guarantee and the Security
Agreement are, and shall continue to be, in full force and effect
and are hereby ratified and confirmed in all respects and the
Guarantee and the Security Agreement and all of the Subsidiaries
Collateral (as defined in the Security Agreement) do, and shall
continue to, secure the payment of all of the Obligations (as
defined in the Guarantee) and the Secured Obligations (as defined
in the Security Agreement), as the case may be, pursuant to the
terms of the Guarantee or the Security Agreement, as the case may
be. Capitalized terms not otherwise defined herein shall have
the meanings assigned to them in the Credit Agreement referred to
in the Amendment to which this Acknowledgement and Consent is
attached.
QUINTEX COMMUNICATIONS CORP.
By:s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Vice President
QUINTEX MOBILE COMMUNICATIONS CORP.
By:s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Vice President
HERMES TELECOMMUNICATIONS INC.
By:s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Secretary/Treasurer
LENEX CORPORATION
By:s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Secretary/Treasurer
AMERICAN RADIO CORP.
By:s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Sr. Vice President
AUDIOVOX INTERNATIONAL CORP.
By:s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Sr. Vice President
AUDIOVOX HOLDING CORP.
By:s/Chris Lazarides
Name: Chris Lazarides
Title: President
AUDIOVOX CANADA LIMITED
By:s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Vice President
AUDIOVOX ASIA INC.
By:s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Vice President
AUDIOVOX LATIN AMERICA LTD.
By:s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Vice President
Dated as of September 10, 1996
SCHEDULE A
TO FIFTH AMENDMENT
SCHEDULE I
COMMITMENTS
Lender Commitment Percentage
The Chase Manhattan Bank $30,000,000 35.30%
Fleet Bank, N.A. $20,000,000 23.53%
The First National Bank of Boston $15,000,000 17.65%
European American Bank $10,000,000 11.76%
The CIT Group/Business Credit, Inc. $10,000,000 11.76%
Total $75,000,000 100.00%