SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 19, 1997
AUDIOVOX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-9532 13-1964841
(State or other jurisdiction (Commission (IRS Employer
of Incorporation or File Number) Identification
organization) Number)
150 Marcus Boulevard, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(516) 231-7750
NONE
(Former name, former address and former fiscal year, if changed
since last report)
Item 5. Other Events
A. Ninth Amendment to the Second Amended and Restated Credit
Agreement
Effective August 19, 1997, the Company executed a Ninth
Amendment to the Company's Second Amended and Restated Credit
Agreement (the "Amendment").
The Amendment, among other things, (I) increases the
aggregate amount of the lenders commitments under the Credit
Agreement to $95,000,000; (ii) extends the term of the Credit
Agreement to February 28, 2000; and, (iii) decreases the
applicble margin on base rate and eurodollar loans.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on
it behalf by the undersigned hereunto duly authorized.
AUDIOVOX CORPORATION
Dated: September 4, 1997 By: s/Charles M. Stoehr
Charles M. Stoehr
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
1 Ninth Amendment to the Audiovox
Corporation Second Amended and
Restated Credit Agreement
CONFORMED COPY
NINTH AMENDMENT, dated as of August 19, 1997 (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, the Fifth
Amendment thereto dated as of September 10, 1996, the Sixth
Amendment thereto dated as of November 27, 1996, the Seventh
Amendment and Waiver thereto dated as of February 5, 1997, the
Eighth Amendment thereto dated as of March 7, 1997 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;
WHEREAS, the Borrower has requested that the Lenders
increase the aggregate amount of the Commitments under the Credit
Agreement to $95,000,000 and to amend certain terms in the Credit
Agreement in the manner provided for herein; and
WHEREAS, the Agent and the Lenders are willing to agree
to increase the aggregate amount of the Commitments under the
Credit Agreement to $95,000,000 and are willing to agree to the
requested amendments;
NOW, THEREFORE, in consideration of the premises
contained herein, the parties hereto agree as follows:
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.
Assignment and Transfer; Increase in Commitments;
Amendment to Schedule 1.1; Joinder of Lenders. (a) Effective
upon receipt by the Transferor Lenders of the amounts described
in paragraph (b) below, each of European American Bank, Fleet
Bank, N.A., BankBoston, The CIT Group/Business Credit, Inc., and
The Chase Manhattan Bank (collectively, the "Transferor Lenders")
hereby irrevocably sells, assigns and transfers to European
American Bank, Fleet Bank, N.A., BankBoston, The CIT
Group/Business Credit, Inc., Mellon Bank, N.A. and The Chase
Manhattan Bank (collectively, the "Purchasing Lenders") all of
such Transferor Lender's Commitments and presently outstanding
Loans and other amounts owing to such Transferor Lender under the
Credit Agreement and the Notes, together with all instruments,
documents and collateral security pertaining thereto, such that
after giving effect to such sale, assignment and transfer, the
Commitments and the Commitment Percentages of the Transferor
Lenders and the Purchasing Lenders shall be as set forth on
Schedule I hereto.
The Borrower, the Lenders and the Agent hereby
acknowledge and agree that from and after the Ninth Amendment
Effective Date and in accordance with subsection 12.6(c) of the
Credit Agreement, Mellon Bank, N.A. shall be a Lender party to
the Credit Agreement for all purposes and shall have the rights
and obligations of a Lender thereunder and under the other Loan
Documents and shall be bound by the provisions thereof.
In connection with the foregoing assignments and
transfers and subject to the terms and conditions hereof, the
Borrower, the Lenders and the Agent hereby agree that the
Commitments of the Lenders shall be increased, on and as of the
Ninth Amendment Effective Date and subject to the terms and
conditions hereof and of the Credit Agreement, to $95,000,000
and, in order to effect such increase in the Commitments, the
Borrower, the Lenders and the Agent hereby agree that Schedule
1.1 to the Credit Agreement shall be 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 Exhibit A
hereto.
All principal payments that would otherwise be
payable from and after the Ninth Amendment Effective Date to or
for the account of the Transferor Lenders and the Purchasing
Lenders pursuant to the Credit Agreement and the Notes shall,
instead, be payable to or for the account of the Transferor
Lenders and the Purchasing Lenders in accordance with their
respective interests as reflected in Schedule I hereto.
All interest, fees and other amounts that would
otherwise accrue for the account of the Transferor Lenders and
the Purchasing Lenders from and after the Ninth Amendment
Effective Date shall, instead, accrue for the account of, and be
payable to, the Transferor Lenders and the Purchasing Lenders in
accordance with their respective interests as reflected in
Schedule I hereto; provided, however, that all interest, fees and
other amounts accrued prior and up to the Ninth Amendment
Effective Date shall accrue in accordance with the Commitment
Percentages of the Lenders as in effect immediately prior to the
Ninth Amendment Effective Date.
The Lenders hereby confirm and agree that, from and
after the Ninth Amendment Effective Date, all participation of
the Lenders in respect of Letters of Credit pursuant to
subsection 3.4(a) and Acceptances pursuant to subsection 4.4(a)
shall be based upon the Commitment Percentages of the Lenders as
reflected in Schedule I hereto.
Each of the Transferor Lenders and Purchasing Lenders
agrees that, at any time and from time to time upon the written
request of any other Transferor Lender or Purchasing Lender, it
will execute and deliver such further documents and do such
further acts and things as such other party may reasonably
request in order to effect the sale, assignment and transfer set
forth in this Section 2.
Amendment of Subsection 1.1. Subsection 1.1 of
the Credit Agreement is hereby amended as follows:
by deleting in its entirety the definition of
"Acceptance Rate" contained therein and substituting in lieu
thereof the following new definition in the proper
alphabetical order:
"Acceptance Rate": the rate per annum equal
to the Applicable Margin then in effect for Eurodollar
Loans plus the discount rate, as determined from time
to time by the Accepting Bank, in its sole and absolute
discretion, as generally available as the discount rate
to other customers of the Accepting Bank for bankers'
acceptances for up to and including 90-day tenor.
by adding a proviso at the end of the first
sentence of the definition of "Affiliate" to read in its
entirety as follows:
, provided that CellStar shall not be an Affiliate
of the Borrower or any of its Subsidiaries for purposes
of this Agreement
by deleting in its entirety the definition of
"Applicable Margin" contained therein and substituting in
lieu thereof the following new definition in the proper
alphabetical order:
"Applicable Margin": with respect to any
Base Rate Loan, 0.0% and with respect to any Eurodollar
Loan, 1.00%; provided that the Applicable Margin for
Base Rate Loans and Eurodollar Loans shall be adjusted
as necessary on each Adjustment Date to be equal to the
Applicable Margin set forth below opposite the range of
Consolidated Pre-Tax Income within which the
Consolidated Pre-Tax Income for the period of four
consecutive fiscal quarters ending on the last day of
the period covered by the financial statements relating
to such Adjustment Date falls:
Consolidated Pre-Tax Income Applicable Margin
Range
Greater than or equal to Base Rate Loan: 0.00%
$15,000,000 Eurodollar Loan: 1.00%
Greater than or equal to Base Rate Loan: 0.00%
$10,000,000 but less than Eurodollar Loan: 1.50%
$15,000,000
Greater than or equal to Base Rate Loan: 0.00%
$5,000,000 but less than Eurodollar Loan: 1.75%
$10,000,000
Less than $5,000,000 Base Rate Loan: 0.25%
Eurodollar Loan: 2.00%
provided, however, that if on any Adjustment Date
an Event of Default shall have occurred and be
continuing, no adjustment of the Applicable Margin
shall be made on such Adjustment Date which decreases
the Applicable Margin then in effect and any such
decrease shall not be effective unless and until such
Event of Default is cured or waived on or prior to the
next succeeding Adjustment Date and (c) in the event
that the financial statements required to be delivered
pursuant to subsection 8.1(a) or 8.1(b), as applicable,
and the related compliance certificate required
pursuant to subsection 8.2(b), are not delivered when
due, then if such financial statements are delivered
after the date such financial statements were required
to be delivered and the Applicable Margin increases
from that previously in effect as a result of the
delivery of such financial statements, then the
Applicable Margin during the period from the date upon
which such financial statements were required to be
delivered until two Business Days following the date
upon which they actually are delivered shall be the
Applicable Margin as so increased.
by deleting in its entirety clause (b)(ii) of the
definition of "Borrowing Base" contained therein and
substituting in lieu thereof the following new clause:
(ii) $20,000,000 (or, in the case of any such date
of determination during the months of August,
September, October and November of any year,
$25,000,000)
by deleting in its entirety the parenthetical in
the definition of "Commitment Percentage" contained therein
and substituting in lieu thereof the following:
(or, at any time after the Commitments shall have
expired or terminated, the percentage which the
aggregate amount of such Lender's Aggregate Outstanding
Extensions of Credit then outstanding constitutes of
the aggregate amount of the Aggregate Outstanding
Extensions of Credit of all the Lenders then
outstanding)
by deleting in its entirety the last sentence of
the definition of "Consolidated Pre-Tax Income" contained
therein and substituting in lieu thereof the following new
sentence:
For purposes of this Agreement, Consolidated Pre-
Tax Income shall not (other than for purposes of
determining the Applicable Margin) include the effects
of any conversion of any Subordinated Debentures into
common stock of the Borrower or of any gains or losses
from the sale of the Capital Stock of CellStar or any
other extraordinary gains.
(i) by deleting in its entirety paragraph (m) of
the definition of "Eligible Accounts" contained therein and
substituting in lieu thereof the following new paragraph:
(m) which are (i) with respect to Accounts owed to
the Borrower or any Domestic Subsidiary, denominated in
Dollars and payable only in Dollars and only in the
United States of America or denominated in any other
currency which is covered by a Foreign Exchange
Contract and is otherwise acceptable to the Agent and
(ii) with respect to Accounts owed to the Canadian
Subsidiary, are denominated in Dollars or Canadian
dollars and payable only in Dollars or Canadian dollars
and only in the United States of America or Canada;
(ii) by inserting into the definition of "Eligible
Accounts" contained therein the following paragraph as
paragraph (t) and reordering the existing paragraph (t) as
paragraph (u):
(t) which are owed by Account Debtors (i) which
are organized under the laws of the United States of
America or a State thereof or under the laws of Canada
or a Province thereof, (ii) the Capital Stock of which
is traded on the New York Stock Exchange or any other
exchange and which has a market capitalization of at
least $1,000,000,000, (iii) at least 20% of the
outstanding Capital Stock of which is owned by one or
more of the Bell operating companies or (iv) which are
otherwise acceptable to the Agent, provided that the
aggregate amount of Eligible Accounts of Account
Debtors described in clause (ii) and (iii) above (and
which do not qualify pursuant to clause (i) above)
shall not exceed $15,000,000 at any time; and
by deleting in its entirety the definition of "Net
Worth Adjustment Amount" contained therein and substituting
in lieu thereof the following new definition in the proper
alphabetical order:
"Net Worth Base Amount": (a) at any time
prior to February 28, 1998, $170,000,000, (b) at any
time on or after February 28, 1998 but prior to
February 28, 1999, $172,500,000 and (c) at any time
thereafter, $175,000,000.
by deleting in its entirety the definition of
"Standby L/C Commitment" contained therein and substituting
in lieu thereof the following new definition in the proper
alphabetical order:
"Standby L/C Commitment": $12,000,000.
by deleting in its entirety the definition of
"Termination Date" contained therein and substituting in
lieu thereof the following new definition in the proper
alphabetical order:
"Termination Date": February 28, 2000.
by adding the following new definitions in the
proper alphabetical order:
"Ninth Amendment Effective Date": August 19,
1997.
"Wholly Owned Foreign Subsidiary": as to any
Person, any Material Foreign Subsidiary of such Person
of which such Person owns, directly or indirectly, all
of the Capital Stock of such Material Foreign
Subsidiary other than directors qualifying shares or
shares held by nominees.
Amendment of Subsection 3.1. Subsection 3.1 of
the Credit Agreement is hereby amended by (a) deleting the
parentheticals in paragraph (e) thereof and substituting in lieu
thereof the following new parenthetical: (including any Existing
Letter of Credit which is a Trade Letter of Credit); and (b) by
deleting the words "after giving effect to such extension or
amendment, the Standby L/C Obligations would not exceed the
Standby L/C Commitment and (ii)" appearing therein.
Amendment of Subsection 5.1. Subsection 5.1 of
the Credit Agreement is hereby amended by deleting the last
sentence thereof and substituting in lieu thereof the following:
Any such reduction shall be in an amount of $5,000,000 or a
whole multiple of $1,000,000 in excess thereof and shall
reduce permanently pro rata in accordance with subsection
5.11 the amount of the Commitments then in effect.
Amendment of Subsection 5.2. Subsection 5.2 of
the Credit Agreement is hereby amended by deleting the last
sentence thereof and substituting in lieu thereof the following:
Partial prepayments shall be, in the case of Eurodollar
Loans, in an aggregate principal amount of $1,000,000 or a
whole multiple thereof, and in the case of Base Rate Loans,
in an aggregate principal amount of $500,000 or a whole
multiple thereof.
Amendment of Subsection 5.4. Subsection 5.4 of
the Credit Agreement is hereby amended as follows:
by deleting "," in the seventh line of paragraph
(a) thereof and substituting in lieu thereof the following:
equal to, with respect to the portion of the
Available Commitments which, together with the
Aggregate Outstanding Extensions of Credit of the
Lenders, does not exceed the Borrowing Base then in
effect, 0.25% and, with respect to the remaining
portion of the Available Commitments, 0.125%. Such
commitment fees shall be
(i) by deleting the reference to the amount
"$36,000" in paragraph (c) thereof and substituting in lieu
thereof the reference to the amount "$50,000" and (ii) by
deleting the term "Closing Date" in each place that it
appears in paragraph (c) thereof and substituting in lieu
thereof the term "Ninth Amendment Effective Date".
Amendment of Subsection 5.9. Subsection 5.9 of
the Credit Agreement is hereby amended by deleting such
subsection in its entirety and substituting in lieu thereof the
following new subsection:
5.9 Minimum Amounts of Tranches. All borrowings,
conversions, payments, prepayments and selection of Interest
Periods hereunder in respect of the Loans shall be in such
amounts and be made pursuant to such elections so that,
after giving effect thereto, the aggregate principal amount
of any one Eurodollar Tranche shall not be less than
$1,500,000.
Amendment of Subsection 5.14. Subsection 5.14 of
the Credit Agreement is hereby amended by inserting in the fourth
line of the last paragraph of paragraph (a) thereof, after the
word "Loans" and before the word "or", the following:
or issuing or participating in Letters of Credit or creating
or participating in Acceptances
Amendment of Subsection 5.16. Subsection 5.16 of
the Credit Agreement is hereby amended by deleting such
subsection in its entirety and substituting in lieu thereof the
following new subsection:
5.16 Foreign Exchange Contracts. The Borrower may
enter into foreign exchange contracts ("Foreign Exchange
Contracts") which are acceptable in form and substance to
the Agent and which are designed to limit the risk and/or
exposure of the Borrower to fluctuations in currency
exchange rates in the ordinary course of business; provided
that the Borrower may only enter into Foreign Exchange
Contracts with a Lender or an Affiliate of any Lender; and
provided, further, that (a) the Borrower may not in any
event enter into Foreign Exchange Contracts for speculative
purposes; and (b) the aggregate face or notional amount of
all such Foreign Exchange Contracts shall at no time exceed
$50,000,000 and the Borrower shall at no time be obligated
or have the right to (i) purchase an aggregate amount of the
relevant foreign currency greater than the relevant foreign
currency equivalent of $50,000,000 or (ii) receive payments
with respect to fluctuations in the relevant foreign
currency to Dollar exchange rate in respect of an aggregate
Dollar amount in excess of $50,000,000. The Borrower and
the relevant Lender each agrees to promptly provide to the
Agent a copy of any Foreign Exchange Contract to which it
may be a party. The Agent shall determine the liabilities
(the "Foreign Exchange Liabilities") of the Borrower under
all outstanding Foreign Exchange Contracts on a "mark to
market" basis at least once during each month and at such
other times as the Agent shall determine in its discretion.
The Agent shall upon request notify the Borrower and the
Lenders of any determination made by it pursuant to the
immediately preceding sentence.
Amendment of Subsection 8.7. Subsection 8.7 of
the Credit Agreement is hereby amended by deleting Subsection 8.7
in its entirety and substituting in lieu thereof the following:
8.7 New Subsidiaries. Within 30 days after the
creation of any direct or indirect Domestic Subsidiary or
any Subsidiary which is a Wholly Owned Foreign Subsidiary or
within 30 days after any Subsidiary becomes a Wholly Owned
Foreign Subsidiary after the date hereof, at its own cost
and expense, (a) in the case of a Domestic Subsidiary, cause
such Subsidiary to grant a security interest in its assets
(to the same extent that it would grant such a security
interest if it were a party to the Subsidiaries Security
Agreement) to the Collateral Agent, for the benefit of the
Lenders, as collateral security for the Obligations (as
defined in the Subsidiaries Guarantee) and to guarantee such
Obligations, in each case pursuant to security documents
which are in form and substance reasonably satisfactory to
the Collateral Agent and (b) in the case of any Wholly Owned
Foreign Subsidiary, (i) cause such Wholly Owned Foreign
Subsidiary to grant a security interest in its assets (to
the same extent that it would grant such a security interest
if it were a party to the Subsidiaries Security Agreement)
to the Collateral Agent, for the benefit of the Lenders, as
collateral security for the Obligations (as defined in the
Subsidiaries Guarantee) and to guarantee such Obligations,
in each case pursuant to security documents which are in
form and substance reasonably satisfactory to the Collateral
Agent or (ii) pledge the stock of such Wholly Owned Foreign
Subsidiary or provide such other collateral security as
shall be satisfactory to the Collateral Agent and pursuant
to such documents as shall be in form and substance
reasonably satisfactory to the Collateral Agent. Schedule
6.15 shall be deemed to be amended to include any Subsidiary
created after the date hereof, provided that the terms and
provisions of this subsection 8.7, subsection 9.9 and any
other applicable subsections of this Agreement are complied
with in connection with the creation of any such Subsidiary.
Amendment of Subsection 8.9. Subsection 8.9 of
the Credit Agreement is hereby amended by deleting the reference
to the amount "$500,000" in the third line of paragraph (c)
thereof and substituting in lieu thereof a reference to the
amount "$1,000,000".
Amendment of Subsection 9.1. Subsection 9.1 of
the Credit Agreement is hereby amended by deleting such
subsection in its entirety and substituting in lieu thereof the
following:
9.1 Financial Condition Covenants.
(a) Maintenance of Pre-Tax Income. Permit (i)
Consolidated Pre-Tax Income for (A) the period of two
consecutive fiscal quarters ending May 31, 1997, May 31,
1998 or May 31, 1999 to be less than $1,500,000, (B) the
period of two consecutive fiscal quarters ending November
30, 1997, November 30, 1998 or November 30, 1999, to be less
than $2,500,000 or (C) any fiscal year to be less than
$4,000,000, (ii) a Consolidated Pre-Tax Loss to occur in any
two consecutive fiscal quarters or (iii) a Consolidated Pre-
Tax Loss in excess of $1,000,000 to occur in any fiscal
quarter.
(b) Maintenance of Consolidated Adjusted Net Worth.
Permit Consolidated Adjusted Net Worth to be less than (i)
the Net Worth Base Amount at such time minus (ii) the
aggregate purchase price of all Capital Stock of the
Borrower purchased pursuant to the Stock Repurchase Program.
(c) Total Liabilities to Consolidated Net Worth Ratio.
Permit the ratio of Consolidated Total Liabilities to
Consolidated Net Worth at the end of any fiscal quarter to
be greater than 2.0 to 1.
Amendment of Subsection 9.2. Subsection 9.2 of
the Credit Agreement is hereby amended as follows:
(i) by deleting the reference to the amount
"$5,000,000" in the last line of paragraph (c) thereof and
substituting in lieu thereof a reference to the amount
"$15,000,000";
(ii) by deleting clause (e) thereof in its entirety and
substituting in lieu thereof the following new clause:
(e) Indebtedness of the Borrower under the
Subordinated Debenture Indenture and the Subordinated
Debentures in an aggregate amount not exceeding
$2,270,000 at any time;
(iii) by deleting clause (h) thereof in its entirety
and substituting in lieu thereof, "(h) [INTENTIONALLY OMITTED]";
and
(iv) by deleting the reference to the amount "$500,000"
in the second line of clause (i) thereof and substituting in lieu
thereof a reference to the amount "1,000,000".
Amendment of Subsection 9.6. Subsection 9.6 of
the Credit Agreement is hereby amended by deleting the reference
to the amount "$500,000" in the third line of paragraph (f)
thereof and substituting in lieu thereof a reference to the
amount "$1,000,000".
Amendment of Subsection 9.7. Subsection 9.7 of
the Credit Agreement is hereby amended by adding the following at
the end of such subsection:
, except that the Borrower may repurchase shares of its
Capital Stock with an aggregate purchase price not to exceed
$10,000,000 (the "Stock Repurchase Program")
Amendment of Subsection 9.8. Subsection 9.8 of
the Credit Agreement is hereby amended (i) by deleting the
reference to the amount "$3,000,000" in the last line thereof and
substituting in lieu thereof a reference to the amount
"$4,000,000" and (ii) by inserting at the end of such subsection
the following:
(excluding obligations of the Borrower in respect of the new
Wireless facility which shall not exceed, in the aggregate,
$5,500,000, it being understood that to the extent the
Borrower's obligations in respect of the new Wireless
facility exceed $5,500,000, such excess amount shall be
included for determining compliance with this covenant)
Amendment of Subsection 9.9. Subsection 9.9 of
the Credit Agreement is hereby amended by deleting the reference
to the amount "$1,250,000" in the sixth line of paragraph (f)
thereof and substituting in lieu thereof a reference to the
amount "$5,000,000".
Amendment of Subsection 9.10. Subsection 9.10 of
the Credit Agreement is hereby amended by deleting such
subsection in its entirety and substituting in lieu thereof the
following new subsection:
9.10 Limitation on Payments on the Talk Note and other
Subordinated Indebtedness. Make any optional prepayment,
optional redemption, optional defeasance or optional
purchase of the principal of the Talk Note or any other
Indebtedness permitted under subsection 9.2(g).
Amendment of Subsection 9.11. Subsection 9.11 of
the Credit Agreement is hereby amended by inserting at the end of
subsection 9.11 the following:
or any other Indebtedness permitted under subsection 9.2(g)
Amendment of Subsection 12.2. Subsection 12.2 of
the Credit Agreement is hereby amended by inserting below the
notice address of the Borrower the following:
With a copy to: Levy & Stopol
Counselors at Law
One Pennsylvania Plaza
49th Floor
New York, New York 10119-0165
Attention: Robert Levy
Telecopy: (212) 465-1278
Telephone: (212) 279-7007
General Amendment. All references to the
"Chemical Rate" and "Chemical Rate Loans" in the Credit Agreement
and other Loan Documents are hereby amended to be references to
the "Base Rate" and "Base Rate Loans", respectively. All
references to the Agent in Section 11 shall include Chase in its
capacity as Collateral Agent.
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. The Borrower hereby represents and warrants
that no Loans are outstanding as of the Ninth Amendment Effective
Date.
Effectiveness. This Amendment shall become
effective as of the date first written above upon (a) receipt by
the Agent of counterparts of this Amendment duly executed by the
Borrower and the Required Lenders and (b) the making of all
payments provided in Section 2(b).
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 amendment provided for herein is limited to the specific
subsection 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 subsection 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).
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.
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.
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
Title: Senior Vice President
THE CHASE MANHATTAN BANK,
as Agent and as a Lender
By: /s/ Roland Briscoll
Title: Vice President
FLEET BANK, N.A., as a Lender
By: /s/ Steven J. Melicharek
Title: Senior Vice President
BANKBOSTON, as a Lender
By: /s/ Michael J. McDermott
Title: Director
EUROPEAN AMERICAN BANK,
as a Lender
By: /s/ Stuart N. Berman
Title: Vice President
THE CIT GROUP/BUSINESS CREDIT, INC.
as a Lender
By: /s/ Karen Hoffman
Title: Assistant Vice
President
MELLON BANK, N.A., as a Lender
By: /s/ Morris Danon
Title: Senior 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
Title: Vice President
QUINTEX MOBILE COMMUNICATIONS
CORP.
By: /s/ Charles M. Stoehr
Title: Vice President
HERMES TELECOMMUNICATIONS INC.
By: /s/ Charles M. Stoehr
Title:
Secretary/Treasurer
LENEX CORPORATION
By: /s/ Charles M. Stoehr
Title:
Secretary/Treasurer
AMERICA RADIO CORP.
By: /s/ Charles M. Stoehr
Title: Vice President
AUDIOVOX INTERNATIONAL CORP.
By: /s/ Charles M. Stoehr
Title: Senior Vice
President
AUDIOVOX HOLDING CORP.
By: /s/ Chris Lazarides
Title: President
AUDIOVOX CANADA LIMITED
By: /s/ Charles M. Stoehr
Title: Vice President
AUDIOVOX ASIA INC.
By: /s/ Charles M. Stoehr
Title: Vice President
AUDIOVOX LATIN AMERICA LTD.
By: /s/ Charles M. Stoehr
Title: Vice President
AUDIOVOX COMMUNICATIONS CORP.
By: /s/ Charles M. Stoehr
Title: Secretary
Dated as of August 19, 1997
SCHEDULE I TO
NINTH AMENDMENT
COMMITMENTS
Lender Commitment*/ Commitment Percentage
The Chase Manhattan Bank $30,000,000 31.58%
Fleet Bank, N.A. $20,000,000 21.05%
European American Bank $12,000,000 12.63%
Mellon Bank, N.A. $10,000,000 10.53%
BankBoston $11,000,000 11.58%
The CIT Group/Business
Credit, Inc. $12,000,000 12.63%
_______________________ ______________ ___________
Total $95,000,000 100.00%
EXHIBIT A
TO NINTH AMENDMENT
"Schedule 1.1"
COMMITMENTS
At any time prior to 8/_/97 At any time on or after 8/_/97
Commitment Commitment
Bank Commitment Percentage Commitment Percentage
The Chase Manhattan
Bank $30,000,000 35.30% $30,000,000 31.58%
Fleet Bank, N.A. $20,000,000 23.53% $20,000,000 21.05%
European American
Bank $10,000,000 11.76% $12,000,000 12.63%
Mellon Bank, N.A. - - $10,000,000 10.53%
The First National
Bank of Boston $15,000,000 17.65% $11,000,000 11.58%
The CIT Group/Business
Credit, Inc. $10,000,000 11.76% $12,000,000 12.63%
______________________ _____________ ___________ ______________ ___________
Total $85,000,000 100.00% $95,000,000 100.00%
_______________________________
*/ After giving effect to the increase in the aggregate
Commitments set forth in Section 2 of the Amendment.