0001193125-12-114613 Sample Contracts

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 14th, 2012 • Universal Electronics Inc • Household audio & video equipment • California

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), made and entered into as of March 2, 2012, is by and between Universal Electronics Inc., a Delaware corporation (the “Borrower”), and U.S. Bank National Association, a national banking association (the “Bank”).

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ACKNOWLEDGMENT AND AGREEMENT OF PLEDGOR
Pledge Agreement • March 14th, 2012 • Universal Electronics Inc • Household audio & video equipment

The undersigned is a pledgor of investment property to secure indebtedness of Universal Electronics Inc., a Delaware corporation (the “Borrower”), to U.S. Bank National Association, a national banking association (the “Bank”), pursuant to the Pledge Agreement dated as of November 3, 2010 by the undersigned and Enson Assets Limited, a company organized under the laws of the British Virgin Islands in favor of the Bank (the “Pledge Agreement”). The undersigned hereby (i) acknowledges receipt of the First Amendment to Amended and Restated Credit Agreement (the “Amendment”) of even date herewith, between the Borrower and the Bank; (ii) consents to the terms and execution of the Amendment; (iii) reaffirms its obligations to the Bank pursuant to the terms of the Pledge Agreement; and (iv) acknowledges that the Bank may amend, restate, extend, renew or otherwise modify the Credit Agreement, as such term is defined in the Amendment, and any indebtedness or agreement of the Borrower, or enter in

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 14th, 2012 • Universal Electronics Inc • Household audio & video equipment • California

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), made and entered into as of October 26, 2011, is by and between Universal Electronics Inc., a Delaware corporation (the “Borrower”), and U.S. Bank National Association, a national banking association (the “Bank”).

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