EIGHTH AMENDMENT, dated as of March 7, 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 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 intends to enter into a joint venture
with ASA Corporation ("ASA") pursuant to which (i) the Borrower and ASA will
form a Delaware limited liability company under the name "Audiovox Specialized
Applications LLC" (the "ASA Joint Venture Company"), (ii) each of the Borrower
and ASA will own 50% of the outstanding Capital Stock of the ASA Joint Venture
Company, (iii) Audiovox will contribute or transfer to the ASA Joint Venture
Company approximately $4,600,000 in cash and approximately $3,000,000 in assets
of its Heavy Duty Sound Division and (iv) ASA will contribute to the ASA Joint
Venture Company approximately $10,700,000 in assets (collectively, the "ASA
Joint Venture Transactions");
WHEREAS, the Borrower has requested that the Lenders amend
certain terms in the Credit Agreement in the manner provided for herein in
connection with the ASA Joint Venture Transactions; and
WHEREAS, the Agent and the Lenders are willing to agree to the requested
amendment;
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. Amendment of Subsection 1.1. Subsection 1.1 of the Credit
Agreement is hereby amended by adding a new definition in the proper
alphabetical order to read in its entirety as follows:
"Eight Amendment": the Eighth Amendment to this Agreement, dated as of
March 7, 1997.
3. Amendment of Subsection 9.6. Subsection 9.6 of the Credit Agreement is
hereby amended --------------------------- as follows:
(a) by deleting the word "and" at the end of paragraph (g) thereof;
1197X102.WPD
Exhibit 10.2
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(b) by deleting "." at the end of paragraph (h) thereof and
substituting in lieu thereof, "; and"; and
(c) by adding the following new paragraph at the end
thereof:
"(i) the sale or transfer of the assets of the Borrower's
Heavy Duty Sound Division in connection with the ASA Joint
Venture Transactions (as defined in the Eight Amendment)."
4. Amendment of Subsection 9.9. Subsection 9.9 of the Credit
Agreement is hereby amended by (a) inserting after clause (ii) in paragraph (f)
a new clause to read as follows: "and (iii) Investments not exceeding $7,600,000
in the aggregate in connection with the ASA Joint Venture Transactions (as
defined in the Eighth Amendment)" and (b) by inserting the words "pursuant to
clauses (i) and (ii) above" after the phrase "Investments and acquisitions"
appearing in the proviso to such paragraph.
5. 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.
6. Effectiveness. This Amendment shall become effective as of
the date first written above upon receipt by the Agent of counterparts of this
Amendment duly executed by the Borrower and the Required Lenders.
7. 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).
8. 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.
9. 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.
10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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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
THE CHASE MANHATTAN BANK,
as Agent and as a Lender
By: s/Roland F. Driscoll
Name: Roland F. Driscoll
Title: Vice President
FLEET BANK, N.A., as a Lender
By: s/ Steven J. Melicharek
Name: Steven J. Melicharek
Title: Senior Vice President
BANK OF BOSTON, as a Lender
By: s/Robert J. Brandow
Name: Robert J. Brandow
Title: Director
EUROPEAN AMERICAN BANK,
as a Lender
By: s/Stuart N. Berman
Name: Stuart N. Berman
Title: Vice President
THE CIT GROUP/BUSINESS CREDIT, INC.
as a Lender
By: s/Edward A. Jesser
Name: Edward A. Jesser
Title: Vice President
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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: Vice President
AUDIOVOX INTERNATIONAL CORP.
By: s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Senior Vice President
AUDIOVOX HOLDING CORP.
By: s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Secretary
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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
AUDIOVOX COMMUNICATIONS CORP.
By: s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Secretary
Dated as of March 7, 1997