SIXTH AMENDMENT, dated as of November 27, 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, the Fifth
Amendment thereto dated as of September 10, 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 has requested that the Lenders
amend the Credit Agreement on the terms and conditions set forth
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 to Subsection 9.4. Subsection 9.4 of
the Credit Agreement is hereby amended by deleting the word "and"
appearing therein and substituting in lieu thereof a comma and by
adding the following words at the end thereof "and (e) Guarantee
Obligations of the Borrower and Quintex Communications Corp. in
respect of the obligations of GLM Wireless Communications Inc. to
Fleet Bank with respect to a line of credit made available by
Fleet Bank to GLM Wireless Communications Inc., provided that (i)
the aggregate principal amount (including the face amount of
letters of credit and bankers' acceptances) of extensions of
credit under such line of credit shall not exceed $200,000 and
(ii) such line of credit is also guaranteed, on a joint and
several basis with the Borrower and Quintex Communications Corp.,
by G.L.M. Security & Sound, Inc. and G.L.M. Security & Sound of
St. Xxxxx, Inc.".
3. 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.
4. 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.
5. 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).
6. 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.
7. 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.
8. 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/Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Sr. V.P. and CFO
THE CHASE MANHATTAN BANK,
as Agent and as a Lender
By:s/Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
FLEET BANK, N.A., as a Lender
By:s/Xxxxxx X. Xxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President
THE FIRST NATIONAL BANK OF BOSTON,
as a Lender
By:s/Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Director
EUROPEAN AMERICAN BANK,
as a Lender
By:s/Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
THE CIT GROUP/BUSINESS CREDIT, INC.
as a Lender
By:s/Xxx X. Xxxxxx
Name: Xxx X. Xxxxxx
Title: Assistant Secretary
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/Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
QUINTEX MOBILE COMMUNICATIONS CORP.
By:s/Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
HERMES TELECOMMUNICATIONS INC.
By:s/Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Secretary/Treasurer
LENEX CORPORATION
By:s/Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Secretary/Treasurer
AMERICAN RADIO CORP.
By:s/Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Sr. Vice President
AUDIOVOX INTERNATIONAL CORP.
By:s/Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Sr. Vice President
AUDIOVOX HOLDING CORP.
By:s/Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: President
AUDIOVOX CANADA LIMITED
By:s/Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
AUDIOVOX ASIA INC.
By:s/Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
AUDIOVOX LATIN AMERICA LTD.
By:s/Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
AUDIOVOX COMMUNICATIONS CORP.
By:s/Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Secretary
Dated as of November 27, 1996
