CONFORMED COPY
ELEVENTH AMENDMENT, dated as of June 16, 2004 (this "Amendment"), to the
Fourth Amended and Restated Credit Agreement, dated as of July 28, 1999 (as
amended pursuant to the First Amendment and Consent thereto, dated as of October
12, 1999, the Second Amendment thereto, dated as of December 20, 1999, the Third
Amendment thereto, dated as of April 14, 2000, the Fourth Amendment and Waiver
thereto, dated as of June 5, 2001, the Fifth Amendment and Waiver thereto, dated
as of March 14, 2002, the Sixth Amendment and Consent thereto, dated as of May
28, 2002, the Seventh Amendment and Waiver thereto, dated as of March 13, 2003,
the Eighth Amendment and Waiver thereto, dated as of June 10, 2003, the Ninth
Amendment thereto, dated as of June 26, 2003, and the Tenth Amendment thereto,
dated as of April 16, 2004, and as the same may further be 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 JPMorgan Chase Bank (formerly
known as 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 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 the requested
amendment, on the terms and conditions provided for herein;
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 10.6 (Limitation on Sale of Assets). Subsection
10.6 of the Credit Agreement is hereby amended by deleting the "and" at the end
of paragraph (j), deleting the period at the end of paragraph (k) and replacing
it with "; and" and inserting a new paragraph thereafter as follows:
"(l) the sale of Accounts payable by (i) AutoZone, Inc. (which do not
constitute Eligible Accounts) pursuant to an ongoing arrangement with a
financial institution providing for the purchase thereof by such financial
institution or its affiliates or (ii) Spiegel Inc. or its Subsidiaries (in
each case which do not constitute Eligible Accounts) in an aggregate amount
of up to $125,000 as a result of the bankruptcy filing by Spiegel Inc. or
such Subsidiaries."
3. Confirmation Letter. The Lenders hereby authorize and direct the Agent
to deliver (a) a letter to the applicable purchaser confirming that any lien on
any Accounts permitted to be sold by the Borrower pursuant to Section 10.6(l) of
the Credit Agreement shall, upon consummation of such permitted sale,
automatically be released from the lien created on such Accounts pursuant to the
Security Documents and (b) such other documents or instruments in connection
Exhibit 99.1
therewith as may be reasonably requested.
4. Application of Proceeds. To the extent that a Default or Event of
Default has occurred and is continuing at the time of any sale permitted by
Section 10.6(l) of the Credit Agreement, the net cash proceeds of any such sale
shall be applied to repay any Loans outstanding under the Credit Agreement
within one Business Day following receipt thereof.
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 7 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. Conditions to Effectiveness. This Amendment shall become effective as of
the date first written above (x) upon receipt by the Agent of (i) counterparts
to this Amendment duly executed by the Borrower and the Required Lenders and
(ii) an Acknowledgement and Consent in the form of Exhibit A hereto duly
executed by each of the Guarantors, and (y) so long as on the date the
conditions in clause (x) above have been satisfied, no Default or Event of
Default shall have occurred and be continuing (after giving effect to this
Amendment).
7. Continuing Effect; No Other Waivers. 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 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).
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.
Exhibit 99.1
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/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
JPMORGAN CHASE BANK,
as Agent and as a Lender
By: /s/ Xxxx X Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President
FLEET NATIONAL BANK, as a Lender
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Vice President
THE CIT GROUP/BUSINESS CREDIT, INC.,
as a Lender
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Assistant Vice President
CITIBANK, N.A., as a Lender
By: /s/ Xxxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
MELLON BANK, N.A., as a Lender
By: _____________________________________
Name:
Title:
Exhibit 99.1
GE COMMERCIAL DISTRIBUTION FINANCE
CORPORATION,
as a Lender
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President - Operations
ISRAEL DISCOUNT BANK OF NEW YORK,
as a Lender
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: First Vice President
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: First Vice President
PNC BUSINESS CREDIT INC., as a Lender
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
WASHINGTON MUTUAL BANK, FA, as a Lender
By: /s/ Xxxx Xxxxxxx
----------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
BANK LEUMI USA, as a Lender
By: /s/ Xxxx Xxxx
----------------------------------------
Name: Xxxx Xxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Banking Officer
Exhibit 99.1
U.S. BANK, N.A., as a Lender
By: _____________________________________
Name:
Title:
Exhibit 99.1
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 (as
amended, supplemented or otherwise modified from time to time, the "Guarantee"),
made by each of such corporations in favor of the Collateral Agent, (ii) as a
grantor under that certain Amended and Restated Security Agreement, dated as of
March 15, 1994 (as amended, supplemented or otherwise modified from time to
time, the "Security Agreement"), made by each of such corporations in favor of
the Collateral Agent, and (iii) in the case of Audiovox Holding Corp., as the
pledgor under that certain Pledge Agreement, dated as of February 9, 1996 (as
amended, supplemented or otherwise modified from time to time, the "Pledge
Agreement"), made by Audiovox Holding Corp. in favor of JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as pledge agent for the secured
parties thereunder, hereby consents to the execution and delivery of the
Eleventh Amendment to which this Acknowledgment and Consent is attached and
hereby confirms and agrees that the Guarantee, the Security Agreement and the
Pledge Agreement are, and shall continue to be, in full force and effect and are
hereby ratified and confirmed in all respects and the Guarantee, the Security
Agreement, the Pledge Agreement and all of the Subsidiaries Collateral (as
defined in the Security Agreement) and Collateral (as defined in the Pledge
Agreement) do, and shall continue to, secure the payment of all of the
Obligations (as defined in the Guarantee and the Security Agreement, as the case
may be) pursuant to the terms of the Guarantee or the Security Agreement, as the
case may be, or, in the case of the Pledge Agreement, secure the payment of the
Secured Obligations (as defined in the Pledge Agreement) pursuant to the terms
of the Pledge Agreement. Capitalized terms not otherwise defined herein shall
have the meanings assigned to them in the Credit Agreement referred to in the
Eleventh Amendment to which this Acknowledgment and Consent is attached.
QUINTEX MOBILE COMMUNICATIONS CORP.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
AMERICAN RADIO CORP.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
AUDIOVOX INTERNATIONAL CORP.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
AUDIOVOX CANADA LIMITED
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
AUDIOVOX HOLDING CORP.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President/Secretary
AUDIOVOX ASIA INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
AUDIOVOX LATIN AMERICA LTD.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
AUDIOVOX COMMUNICATIONS CORP.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Secretary
AUDIOVOX ELECTRONICS CORP.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Secretary
CODE SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: CFO
Dated as of June 16, 2004
