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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 20, 1998
---------------------------
AUDIOVOX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-9532 13-1964841
(State or other jurisdiction (Commission (IRS Employer Identification
of Incorporation or File Number) Number)
organization)
150 Marcus Boulevard, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 231-7750
--------------
NONE
(Former name, former address and former fiscal year, if changed since
last report)
Page 1 of 4
Item 5. Other Events
A. Eleventh Amendment to the Second Amended and Restated Credit
Agreement
Effective March 20, 1998, the Company executed an Eleventh Amendment to the
Company's Second Amended and Restated Credit Agreement (the "Amendment"). The
Amendment, among other things, changed the definition of "Borrowing Base"
thereby increasing the amount of credit available to the Company (see Exhibit 1
annexed).
Page 2 of 4
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AUDIOVOX CORPORATION
Dated: March 31, 1998 By: s/Charles M. Stoehr
-------------------------
Charles M. Stoehr
Senior Vice President and
Chief Financial Officer
Page 3 of 4
EXHIBIT INDEX
Exhibit Description
1 Eleventh Amendment to the Audiovox
Corporation Second Amended and
Restated Credit Agreement
Page 4 of 4
1
ELEVENTH AMENDMENT, dated as of March 20, 1998 (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, the Tenth Amendment thereto dated as of October 24, 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 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;
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 deleting in its entirety the first sentence of the definition
of "Borrowing Base" and substituting in lieu thereof the following new sentence:
"on any date of determination thereof, the sum of (a) 75% of the
aggregate amount of Eligible Accounts of the Borrower and its
consolidated Domestic and Canadian Subsidiaries on such date of
determination and (b) the lesser of (i) 30% of the aggregate amount of
Eligible Inventory of the Borrower and its consolidated Domestic and
Canadian Subsidiaries on such date of determination and (ii)
$35,000,000."
Exhibit 1
2
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 (a) counterparts of this
Amendment duly executed by the Borrower and all the Lenders and (b) an amendment
fee of $10,000 from the Borrower to be shared ratably by the Lenders. Upon the
effectiveness of this Amendment, the Borrower shall deliver a new Borrowing Base
Certificate as of the date of the most recent Borrowing Base Certificate
delivered pursuant to subsection 8.2(g) of the Credit Agreement setting forth
the calculation of the Borrowing Base after giving effect to this Amendment.
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.
Exhibit 1
3
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 and Chief Financial
Officer
THE CHASE MANHATTAN BANK,
as Agent and as a Lender
By: s/John Budzynski
Name: John Budzynski
Title: Assistant Treasurer
FLEET BANK, N.A., as a Lender
By: s/Steven J. Melicharek
Name: Steven J. Melicharek
Title: Senior Vice President
BANKBOSTON, as a Lender
By: s/Robert J. Brandow
Name: Robert J. Brandow
Title: Director
Exhibit 1
4
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/Karen Hoffman
Name: Karen Hoffman
Title: Assistant Vice President
MELLON BANK, N.A.,
as a Lender
By: s/Christine G. Dekajlo
Name: Christine G. Dekajlo
Title: First Vice President
Exhibit 1
1
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 Eleventh 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: Vice President
Exhibit 1
2
AUDIOVOX HOLDING CORP.
By: s/Chris Lazarides
Name: Chris Lazarides
Title: President
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: Vice President
Dated as of March 20, 1998
Exhibit 1