CONFORMED COPY
TENTH AMENDMENT, dated as of October 24, 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, the Ninth Amendment thereto
dated as of August 19, 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 Namsung Corporation ("Namsung") pursuant to which (i) the Borrower and
Namsung will form a Delaware limited liability company under the name "Rampage
Technologies" ("Rampage"), (ii) the Borrower will own 10% of the outstanding
Capital Stock of Rampage and Namsung will own 90% of the outstanding Capital
Stock of Rampage, (iii) Audiovox will contribute to Rampage approximately
$300,000 in cash and sell to Rampage up to $15,000,000 in assets of its AV
Division and (iv) Namsung will contribute to Rampage approximately $2,700,000 in
cash (collectively, the "Rampage 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 Rampage 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.
Exhibit 10.3
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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:
"Tenth Amendment": the Tenth Amendment to this Agreement, dated as of
October 24, 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 (h)
thereof;
(b) by deleting "." at the end of paragraph (i) thereof and
substituting in lieu thereof, "; and"; and
(c) by adding the following new paragraph at the end thereof:
"(j) the sale or transfer of the assets of the Borrower's AV
Division in connection with the Rampage Joint Venture
Transactions (as defined in the Tenth Amendment)."
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 first written above upon receipt by the Agent of counterparts of this
Amendment duly executed by the Borrower and the Required Lenders.
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 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).
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.
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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.
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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: Sr. Vice Pres. & Chief Executive Officer
THE CHASE MANHATTAN BANK,
as Agent and as a Lender
By: s/John K. Budzynski
Name: John K. Budzynski
Title: Assistant Treasurer
FLEET BANK, N.A., as a Lender
By: s/Steven J. Melicharek
Name: Steven J. Melicharek
Title: Sr. Vice President
BANKBOSTON, as a Lender
By: s/Robert Brandow
Name: Robert Brandow
Title: Director
EUROPEAN AMERICAN BANK,
as a Lender
By: s/Anthony V. Pantina
Name: Anthony V. Pantina
Title: Assistant Vice President
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THE CIT GROUP/BUSINESS CREDIT, INC.
as a Lender
By: s/Karen Hoffman
Name: Karen Hoffman
Title: Assistant Vice President
MELLON BANK, N.A.,
as a Lender
By: s/Morris Danon
Name: Morris Danon
Title: Senior Vice President
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ACKNOWLEDGMENT 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
AUDIOVOX CANADA LIMITED
By: s/Charles M. Stoehr
Name: Charles M. Stoehr
Title: Vice President
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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 October 24, 1997