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 21, 2002
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AUDIOVOX CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-9532 13-1964841
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(State or other jurisdiction (Commission (IRS Employer Identification
of Incorporation or File Number) Number)
organization)
150 Marcus Boulevard, Hauppauge, New York 11788
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (631) 231-7750
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NONE
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(Former name, former address and former fiscal year, if changed
since last report)
Page 1 of 4
Exhibit Index on Page 4
Item 5. Other Events
A. Waiver to the Fourth Amended and Restated Credit Agreement
Effective March 22, 2002, the Company and its Lenders executed a Waiver to
the Company's Fourth Amended and Restated Credit Agreement (the "Waiver").
The Waiver, among other things, (i) waives compliance by the Company with
the provisions of subsection 9.2 (a) and (b) with respect to delivery of
financial statements for the fiscal year of the Company ended November 30, 2001;
(ii) waives compliance by the Company with the requirements of subsection
10.1(a)(i)(B) with respect to the period of two consecutive fiscal quarters of
the Company ending November 30, 2001, provided that the amount of the
Consolidated Pre-Tax Loss for such two consecutive fiscal quarters shall not
exceed $3,259,000; (iii) waives compliance by the Company with the requirements
of subsection 10.1(a)(i)(C) with respect to the fiscal year of the Company ended
November 30, 2001 provided that the amount of the Consolidated Pre-Tax Loss for
such fiscal year shall not exceed $12,147,000; and, (iv) waives compliance by
the Company with the requirements of subsection 10.1(a)(iii) with respect to the
fiscal quarter of the Company ended November 30, 2001 provided that the amount
of the Consolidated Pre-Tax Loss for such fiscal quarter shall not exceed
$4,883,000.
Page 2 of 4
Exhibit Index on Page 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: April 2, 2002 By: s/Charles M. Stoehr
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Charles M. Stoehr
Senior Vice President and
Chief Financial Officer
Page 3 of 4
Exhibit Index on Page 4
EXHIBIT INDEX
Exhibit Description
1 Waiver dated as of March 22, 2002 to the
Audiovox Corporation Fourth Amended and
Restated Credit Agreement
Page 4 of 4
Exhibit Index on Page 4
CONFORMED COPY
WAIVER, dated as of March 22, 2002 (this "Waiver"), under 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, and the Fifth Amendment and Waiver thereto,
dated as of March 14, 2002, 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 :
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WHEREAS, the Borrower, the Lenders and the Agent are parties to the Credit
Agreement;
WHEREAS, the Borrower has requested that the Lenders waive certain terms in
the Credit Agreement as more fully set forth below; and
WHEREAS, the Agent and the Lenders are willing to agree to the requested
waivers, 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. Waivers of Subsection 9.2 (Certificates; Other Information). The Lenders
hereby waive compliance by the Borrower with the requirements of subsections
9.2(a) and (b) of the Credit Agreement with respect to the delivery of financial
statements for the fiscal year of the Borrower ended November 30, 2001, provided
that the Borrower shall furnish to the Agent and each Lender on or before March
22, 2002, (i) a certificate of a Responsible Officer (A) stating that, to the
best of such Responsible Officer's knowledge, the Borrower and each of its
Subsidiaries during such period has observed or performed all of its covenants
and other agreements, and satisfied every condition, contained in this Agreement
and in the Notes and the other Loan Documents to which it is a party to be
observed, performed or satisfied by it, and that such Responsible Officer has
obtained no knowledge of any Default or Event of Default except as specified in
such certificate and (B) showing in detail calculations supporting such
statement in respect of subsections 10.1, 10.8, 10.9 and 10.10 of the Credit
Agreement and (ii) a certificate of a Responsible Officer showing in detail the
calculations required to determine if any Subsidiary is a Material Foreign
Subsidiary.
3. Waivers of Subsection 10.1 (Financial Condition Covenants). (a) The
Lenders hereby waive compliance by the Borrower with the requirements of
subsection 10.1(a)(i)(B) of the Credit Agreement with respect to the period of
two consecutive fiscal quarters of the Borrower ended November 30, 2001,
provided that the amount of the Consolidated Pre-Tax Loss for such two
consecutive fiscal quarters shall not exceed $3,259,000.
(b) The Lenders hereby waive compliance by the Borrower with the
requirements of subsection 10.1(a)(i)(C) of the Credit Agreement with respect to
the fiscal year of the Borrower ended
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CONFORMED COPY
November 30, 2001, provided that the amount of the Consolidated Pre-Tax Loss for
such fiscal year shall not exceed $12,147,000.
(c) The Lenders hereby waive compliance by the Borrower with the
requirements of subsection 10.1(a)(iii) of the Credit Agreement with respect to
the fiscal quarter of the Borrower ended November 30, 2001, provided that the
amount of the Consolidated Pre-Tax Loss for such fiscal quarter shall not exceed
$4,883,000.
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 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.
5.Conditions to Effectiveness. This Waiver shall become effective as of the
date first written above upon receipt by the Agent of (i) counterparts to this
Waiver 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.
6.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 waivers provided for herein are 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 Waiver).
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 Waiver, including, without limitation, the
reasonable fees and disbursements of counsel to the Agent.
8.Counterparts. This Waiver 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 WAIVER 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 Waiver 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
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Name: Charles M. Stoehr
Title: Sr. Vice Pres and CFO
JPMORGAN CHASE BANK,
as Agent and as a Lender
By: s/John Budzynski
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Name: John Budzynski
Title: Vice President
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FLEET NATIONAL BANK, as a Lender
By: s/ Steven J. Melicharek
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Name: Steven J. Melicharek
Title: S.V.P.
THE CIT GROUP/BUSINESS CREDIT, INC.,
as a Lender
By: s/Evelyn Kusold
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Name: Evelyn Kusold
Title: AVP
CITIBANK, N.A., as Successor to
EUROPEAN AMERICAN BANK, as a Lender
By: s/ Stephen Kelly
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Name: Stephen Kelly
Title: Vice President
MELLON BANK, N.A., as a Lender
By: s/ Donald G. Cassidy, Jr.
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Name: Donald G. Cassidy, Jr.
Title: SVP
DEUTSCHE FINANCIAL SERVICES
CORPORATION,
as a Lender
By: s/David J. Lynch
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Name: David J. Lynch
Title: VP Operation
4
ISRAEL DISCOUNT BANK OF NEW YORK,
as a Lender
By: s/Karen Chen
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Name: Karen Chen
Title: Assistant Manager
By: s/ Alan B. Lefkowitz
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Name: Alan B. Lefkowitz
Title: First Vice President
NATIONAL BANK OF CANADA, as a Lender
By: _________________________________
Name:
Title:
WASHINGTON MUTUAL BANK, FA,
as a Lender
By: _________________________________
Name:
Title:
BANK LEUMI USA, as a Lender
By: s/Paul Tine /s/ John Koenigsberg
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Name: Paul Tine / John Koenigsberg
Title: VP First VP
FIRSTAR BANK, N.A., as a Lender
By: _________________________________
Name:
Title:
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Exhibit A
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 Waiver
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 Waiver to which this
Acknowledgment and Consent is attached.
QUINTEX MOBILE COMMUNICATIONS CORP.
By: s/Charles M. Stoehr
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Name: Charles M. Stoehr
Title: VP
AMERICAN RADIO CORP.
By: s/Charles M. Stoehr
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Name: Charles M. Stoehr
Title: VP
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AUDIOVOX INTERNATIONAL CORP.
By: s/Charles M. Stoehr
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Name: Charles M. Stoehr
Title: VP
AUDIOVOX CANADA LIMITED
By: s/Charles M. Stoehr
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Name: Charles M. Stoehr
Title: VP
AUDIOVOX HOLDING CORP.
By: s/Chris Lazarides
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Name: Chris Lazarides
Title: President
AUDIOVOX ASIA INC.
By: s/Charles M. Stoehr
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Name: Charles M. Stoehr
Title: President
AUDIOVOX LATIN AMERICA LTD.
By: s/Charles M. Stoehr
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Name: Charles M. Stoehr
Title: President
AUDIOVOX COMMUNICATIONS CORP.
By: s/Charles M. Stoehr
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Name: Charles M. Stoehr
Title: Secretary
Dated as of March 22, 2002
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