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...formerly Audiovox Corporation) (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 13-1964841 (IRS Employer Identification No.) 180 Marcus Blvd., Hauppauge, New York (Address of principal executive offices) 11788 (Zip Code...

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... of the registrant's classes of common stock, as of ray 14, 2012 was: Class Class A common stock $.01 par value Class B common stock $.01 par value Outstanding 21,142,783 2,260,954 DOCUMENTS INCORPORTTED BY REFERENCE Part III - (Items 10, 11, 12, 13 and 14) Proxy Statement for Annual reeting of...

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... Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information 17 18 19 33 33 33 33 36 PTRT III Item 10 Item 11 Item 12 Item 13 Item 14 Directors, Executive Officers and Corporate Governance Executive Compensation Security...

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..."), Audiovox Consumer Electronics, Inc. ("ACE"), Audiovox German Holdings GmbH ("Audiovox Germany"), Audiovox Venezuela, C.A., Audiovox Canada Limited, Audiovox Hong Kong Ltd., Audiovox International Corp., Audiovox rexico, S. de R.L. de C.V. ("Audiovox rexico"), Technuity, Inc., Code Systems, Inc...

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... phones, digital cameras, DVD players and other power supply devices. In August 2007, Audiovox Germany acquired certain assets of Incaar Limited, a U.K. business that specializes in rear seat electronics systems. In rarch 2007, Audiovox Germany acquired the stock of Oehlbach, a European market...

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... to produce select product lines, such as high-end speakers, rear-seat entertainment systems and digital TV tuners and antennas. This blend of internal and outsourced manufacturing enables the Company to drive innovation, control product quality and speed time-to-market. Leverage our domestic...

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... changers, satellite radios including plug and play models and direct connect models, automotive security and remote start systems, automotive power accessories, rear observation and collision avoidance systems, home and portable stereos, digital multi-media products such as personal video recorders...

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..., new car dealers, vehicle equipment manufacturers (OEr's), the U.S. military, and cinema operators. We sell our products under OEr arrangements with domestic and/or international subsidiaries of automobile manufacturers such as Ford rotor Company, Chrysler, General rotors Corporation, Toyota...

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... 2012 and 2010. We also provide value-added management services, which include: product design and development, engineering and testing, sales training and customer packaging, in-store display design, installation training and technical support, product repair services and warranty, nationwide...

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... manufacturers, in the autosound, auto security, mobile video and accessories industry. We believe that OErs have diversified and improved their product offerings and place increased sales pressure on new car dealers with whom they have close business relationships to purchase OEr-supplied equipment...

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and security products to new car dealers. In addition, we compete with major retailers who may at any time choose to direct import products that we may currently supply. Sales category dependent on economic success ow automotive industry. A portion of our OEr sales are to automobile manufacturers. ...

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... us to order products further in advance than we would if our products were manufactured domestically. This increases the risk that our products will become obsolete or face selling price reductions before we can sell our inventory. We plan to expand the international marketing and distribution...

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... and highly liquid money market funds with original maturities of three months or less at the time of purchase. We maintain the cash and cash equivalents with major financial institutions. Some deposits with these banks exceed the Federal Deposit Insurance Corporation ("FDIC") insurance limits or...

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... Board of Directors and, in general, determine the outcome of any other matter submitted to the stockholders for approval. rr. Shalam's voting power may have the effect of delaying or preventing a change in control of the Company. We have two classes of common stock: Class A common stock is traded...

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...2-Properties Our Corporate headquarters is located at 180 rarcus Blvd. in Hauppauge, New York. In addition, as of February 29, 2012 , the Company leased a total of 27 operating facilities or offices located in 7 states as well as Germany, China, Canada, Venezuela, rexico, Hong Kong, England, France...

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...advisory judgment in the case, concluding that the Company owes rPEG penalties related to license agreement obligations arising from the manufacture and sale of its products. The Company remitted payment of $2.6 million to rPEG during the fourth quarter of Fiscal 2012 in order to resolve this matter...

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..., Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information The Class A Common Stock of Voxx is traded on the Nasdaq Stock rarket under the symbol "VOXX". The following table sets forth the low and high sale price of our Class A Common Stock, based on the last daily...

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Item 6-Selected Consolidated Financial Data The following selected consolidated financial data for the last five years should be read in conjunction with the consolidated financial statements and related notes and "ranagement's Discussion and Analysis of Financial Condition and Results of Operations...

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...proceeds associated with the ray 2007 derivative settlement net of administrative and legal fees, and taxes. (5) 2012 amounts reflect the acquisition of Klipsch (see Note 2 of the Notes to Consolidated Financial Statements). (6) Long-term obligations include long-term debt, capital lease obligations...

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.... Voxx is a leading international distributor and value added service provider in the accessory, mobile and consumer electronics industries. We conduct our business through eighteen wholly-owned subsidiaries. Voxx has a broad portfolio of brand names used to market our products as well as private...

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... volume/low margin product lines such as navigation, GrRS radios and flat-panel TV's, volatility in core mobile, consumer and accessories sales due to increased competition, lower selling prices and the decline in the national and global economy. Critical Tccounting Policies and Estimates General...

Page 22
... record a provision, in cost of sales, for excess and obsolete inventory based primarily from selling price reductions subsequent to the balance sheet date, indications from customers based upon current negotiations, and purchase orders. A significant sudden increase in the demand for our products...

Page 23
... require us to repair or replace defective product returned by both end users and customers during such warranty period at no cost. We record an estimate for warranty related costs, in cost of sales, based upon actual historical return rates and repair costs at the time of sale. The estimated...

Page 24
..., the Company accounted for uncertain tax positions in accordance with the authoritative guidance issued under ASC 740, which addresses the determination of whether tax benefits claimed or expected to be claimed on tax returns should be recorded in the financial statements. The Company may recognize...

Page 25
...portable DVD market; slower sales in our audio line and consumer good products including camcorders, clock radios and voice recorders. Accessories sales decreased $29,169. This group was impacted by slower retail sales for products utilizing our accessory products at the retail level such as digital...

Page 26
... related targets and acquisition costs incurred during the fourth quarter of Fiscal 2012 related to the purchase of Hirschmann on rarch 14, 2012. These increases were partially offset by reductions in depreciation expense, headcount reduction in select groups and a benefit recorded related...

Page 27
... income of Audiovox Specialized Applications, Inc. (ASA) as a result of improved sales and profitability. Fiscal 2011 Other income decreased $3,916 primarily as a result of the $5,400 gain on bargain purchase from the Company's Schwaiger acquisition included in Other, net, and a gain recorded on...

Page 28
... taxes. During Fiscal 2010, the company was impacted by several non-standard charges related to the economy, market conditions, customers, and other events as outlined in the Annual Report for Fiscal 2010. Net income was also favorably impacted by sales incentive reversals of $3,662 ($0 after...

Page 29
... acquired Klipsch, purchased buildings in Venezuela and Germany, repaid outstanding bank obligations, and had higher payables and accruals due primarily to the timing and payment of invoices and expenses. These decreases were partially offset by draws on the Company's Credit Facility in order to...

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... Facility are secured by a general lien on and security interest in the assets of certain entities of the Company, including accounts receivable, equipment, substantially all of the real estate, general intangibles and inventory provided that the assets of Hirschman Car Communication GmbH and the...

Page 31
... in connection with the Thomson Accessory, Thomson Audio/Video, Invision and Klipsch acquisitions (see Note 2 of the Consolidated Financial Statements). (7) Open purchase obligations represent inventory commitments. These obligations are not recorded in the consolidated financial statements...

Page 32
... of operations. While the prices we pay for products purchased from our suppliers are principally denominated in United States dollars, price negotiations depend in part on the foreign currency of foreign manufacturers, as well as market, trade and political factors. The Company also has exposure...

Page 33
... Rate Risk Our earnings and cash flows are subject to fluctuations due to changes in interest rates on investment of available cash balances in money market funds and investment grade corporate and U.S. government securities. Currently, we do not use interest rate derivative instruments to manage...

Page 34
..., management concluded that the Company's internal control over financial reporting was effective as of February 29, 2012 based on the COSO criteria. The certifications of the Company's Chief Executive Officer and Chief Financial Officer included in Exhibits 31.1 and 31.2 to this Annual Report on...

Page 35
... FIRM Board of Directors and Stockholders VOXX International Corporation We have audited VOXX International Corporation (formerly known as Audiovox Corporation) (a Delaware corporation) and subsidiaries' (the "Company") internal control over financial reporting as of February 29, 2012 , based...

Page 36
... 29, 2012 covered by this report, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Item 9B - Other Information Not Applicable PTRT III The information required by Item 10 (Directors, Executive Officers and Corporate...

Page 37
VOXX INTERNTTIONTL CORPORTTION INDEX TO CONSOLIDTTED FINTNCITL STTTEMENTS Financial Statements: Report of Independent Registered Public Accounting Firm Page 38 Consolidated Balance Sheets as of February 29, 2012 and February 28, 2011 Consolidated Statements of Operations for the years ended ...

Page 38
..., in all material respects, the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of February 29, 2012 , based on criteria established in...

Page 39
VOXX International Corporation and Subsidiaries Consolidated Balance Sheets February 29, 2012 and February 28, 2011 (In thousands, except share data) February 29, 2012 Tssets February 28, 2011 Current assets: Cash and cash equivalents $ Accounts receivable, net Inventory Receivables from vendors...

Page 40
...except share and per share data) Year Ended Year Ended Year Ended Net sales Cost of sales Gross profit Operating expenses: Selling General and administrative Engineering and technical support Acquisition related costs February 29, 2012 $ 707,062 504,107 202,955 February 28, 2011 $ 561,672 437...

Page 41
VOXX International Corporation and Subsidiaries Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss) Years Ended February 29, 2012 , February 28, 2011 and February 28, 2010 (In thousands, except share data) Class T and Class B Common Stock Tccumulated Paid-in Total ...

Page 42
...- - (3,973) - - - - - 7 (131) (124) 25,525 2,237 1,082 7 Exercise of stock options into 61,875 shares of common stock Stock-based compensation expense Issuance of 720 shares of treasury stock Balances at February 29, 2012 $ - - 250 $ $ $ $ (18,369) $ 421,797 See accompanying notes to...

Page 43
...022 59,584 (12,364 214 1,284 182 - 1,600 Gain on bargain purchase Impairment loss on marketable securities Tax benefit on stock options exercised Changes in operating assets and liabilities (net of assets and liabilities acquired): Accounts receivable - 22,462 (12,007) - (22,451) 32,849 1,176...

Page 44
Cash paid during the period for: Interest, excluding bank charges Income taxes (net of refunds) $ $ 3,520 1,499 $ $ 2,138 1,257 $ $ 1,310 (7,838) See accompanying notes to consolidated winancial statements. 43

Page 45
..."), Audiovox Consumer Electronics, Inc. ("ACE"), Audiovox German Holdings GmbH ("Audiovox Germany"), Audiovox Venezuela, C.A., Audiovox Canada Limited, Audiovox Hong Kong Ltd., Audiovox International Corp., Audiovox rexico, S. de R.L. de C.V. ("Audiovox rexico"), Technuity, Inc., Code Systems, Inc...

Page 46
... and cash equivalents consist of demand deposits with banks and highly liquid money market funds with original maturities of three months or less when purchased. Cash and cash equivalents amounted to $13,606 and $98,630 at February 29, 2012 and February 28, 2011, respectively. Cash amounts held in...

Page 47
... derivatives Long-term investment securities: rarketable securities at fair value Trading securities Available-for-sale securities $ 3,804 $ 3,804 $ Total marketable securities at fair value Other investments at amortized cost (a) Total long-term investment securities $ 68 3,872 9,628 13...

Page 48
... in cost of sales within the next nine months. No amounts were excluded from the assessment of hedge effectiveness during the respective periods. As of February 29, 2012, no contracts originally designated for hedged accounting were de-designated or terminated. f) Investment Securities In...

Page 49
... to earnings and a new cost basis for the security is established. The Company considers numerous factors, on a case-by-case basis, in evaluating whether the decline in market value of an available-for-sale security below cost is other-than-temporary. Such factors include, but are not limited to...

Page 50
... to file timely financial statements. In addition, the company approved an additional private issuance of shares to raise funds for the business during the first fiscal quarter and obtained an additional support loan from a managing director to temporarily fund its working capital needs during...

Page 51
...on-hand and records a provision for excess and obsolete inventory based primarily on selling prices, indications from customers based upon current price negotiations and purchase orders. The Company's industry is characterized by rapid technological change and frequent new product introductions that...

Page 52
...future product demand, any significant unanticipated changes in demand, price or technological developments could have a significant impact on the value of the Company's inventory and reported operating results. j) Property, Plant and Equipment Property, plant and equipment are stated at cost less...

Page 53
... these brands, management's expectations for future sales, performance of the business group and proximity to acquisition date fair values. Royalty rates of 1.5% to 8.5% were used for the relative trademarks and domain names after reviewing comparable market rates, the profitability of the products...

Page 54
... 18,439 1,237 1,696 1,400 1,556 106,897 Total Net ...connection with the final purchase price allocation for its Klipsch acquisition. The weighted-average remaining amortization period for amortizing intangibles as of February 29, 2012 is approximately 13 years. The Company expenses the renewal costs...

Page 55
... upon a fixed percentage of sales revenue or a fixed amount per unit sold to the customer during a specified time period. rarket development funds are offered to customers in connection with new product launches or entrance into new markets. The amount offered for new product launches is based upon...

Page 56
... Product Warranties and Product Repair Costs The Company generally warranties its products against certain manufacturing and other defects. The Company provides warranties for all of its products ranging from 90 days to the lifetime of the product. Warranty expenses are accrued at the time of sale...

Page 57
..., 2012 , February 28, 2011 and February 28, 2010 were $11,839, $11,560 and $12,052, respectively. Changes in the Company's accrued product warranties and product repair costs are as follows: Year Ended Year Ended Year Ended Beginning balance Liabilities acquired during acquisitions Liabilities...

Page 58
... date. Uncertain Tax Positions The Company adopted guidance included in ASC 740 "Income Taxes" ("ASC 740") as it relates to uncertain tax positions. The guidance addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial...

Page 59
... employees and non-employee directors may be granted incentive stock options ("ISO's") and non-qualified stock options ("NQSO's") to purchase shares of Class A common stock. Under the plan, the exercise price of the ISO's will not be less than the market value of the Company's Class A common stock...

Page 60
... stock prices as the Company's stock experiences low-volume trading. We believe that daily fluctuations are distortive to the volatility and as such will continue to use monthly inputs in the future. The risk free interest rate is based on the U.S. Treasury yield in effect at the time of the grant...

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Year Ended Year Ended Year Ended February 28, 2010 Cost of sales Selling expense General and administrative expenses Engineering and technical support Stock-based compensation expense before income tax benefits February 29, 2012 $ 23 116 681 8 $ 828 February 28, 2011 $ 18 89 1,172 5 $ 1,284 $...

Page 62
.... The Company expenses the cost of the restricted stock awards on a straight-line basis over the period during which the restrictions lapse. The fair market value of the restricted stock of $7.60 was determined based on the closing price of the Company's common stock on the grant date. The following...

Page 63
... of high-end speakers for audio, multi-media and home theater applications. The acquisition of Klipsch adds world-class brand names to Voxx's offerings, increases its distribution network, both domestically and abroad, and provides the Company with entry into the high-end installation market at...

Page 64
...2010, the Company's subsidiary, Invision Automotive Systems, Inc., purchased the assets of Invision Industries, Inc., a manufacturer of rear seat entertainment systems for OEr's, ports and car dealers. As consideration for Invision, the Company agreed to pay the following: Purchase price (including...

Page 65
... October 1, 2009, Audiovox German Holdings GmbH completed the acquisition of certain assets of Schwaiger, a German market leader in consumer electronics as well as SAT and receiver technologies. As consideration, the Company made a cash payment of $4,348, with all acquisition costs of $209 expensed...

Page 66
...plant and equipment, net Trademarks and other intangible assets Total assets acquired Liabilities assumed: Accrued expenses and other liabilities Net assets acquired Less: purchase price $ 5,596 86 351 6,213 12,246 Gain on bargain purchase $ 102 12,144 4,348 7,796 The Company recorded the gain...

Page 67
and other automotive sound, security and accessory products. ASC 810 requires the Company to evaluate non-consolidated entities periodically, and as circumstances change, to determine if an implied controlling interest exists. During Fiscal 2012, the Company evaluated this equity investment and ...

Page 68
... assets; (v) change their names, organizational identification number, state or province of organization or organizational identity; (vi) make any material change in their nature of business; (vii) prepay or otherwise acquire indebtedness; (viii) cause any Change of Control; (ix) make any Restricted...

Page 69
... stock; and/or (xv) consign or sell any of their inventory on certain terms. As of February 29, 2012, the Company was in compliance with all debt covenants. As a result of the addition of the Credit Facility, the Company incurred debt financing costs of approximately $3.3 million which are recorded...

Page 70
... is secured by a pledge of the stock of Audiovox Germany and the ragnat brand name, prohibits the distribution of dividends, and takes precedence to all other intercompany loans with VOXX International Corporation. d) Oehlbach In connection with the Oehlbach acquisition, the Company acquired short...

Page 71
... at February 29, 2012 : Tmounts Committed 2013...rate on short-term debt was 4.64% and 3.81% for Fiscal 2012 and 2011 , respectively. Interest expense for the years ended February 29, 2012...ended February 29, 2012 . 7) Income Taxes...Operations Foreign Operations February 29, 2012 $ 28,229 10,663...

Page 72
... State income taxes, net of Federal benefit Change in valuation allowance Change in tax reserves US effects of foreign operations Gain on bargain purchase Permanent differences and other Change in tax rate Research & development credits Effective tax rate $ February 29, 2012 13,612 1,145 192 (241...

Page 73
... tax provision and net income in the period in which such determination is made. The Company recorded net deferred tax liabilities of $30.4 million in connection with the Klipsch acquisition. As of February 29, 2012, the Company has approximately $5.3 million of foreign tax credits that expire in...

Page 74
... Germany Canada 8) Other Long-Term Liabilities On August 29, 2003, the Company entered into a call/put option agreement with certain employees of Audiovox Germany, whereby these employees can acquire up to a maximum of 20% of the Company's stated share capital in Audiovox Germany at a call price...

Page 75
... in the open market. During the years ended February 29, 2012 , February 28, 2011 and February 28, 2010 , the Company did not purchase any shares. 10) Other Stock and Retirement Plans a) Restricted Stock Plan The Company has restricted stock plans under which key employees and directors may be...

Page 76
... who are at least 21 years of age and have attained six months of service as of entry dates of January 1 or July 1. Klipsch matches 25% of the participants first 4% of salary. During the year ended February 29, 2012, the Company contributed, net of forfeitures, approximately $90 to the 401(k) Plan...

Page 77
... lessor was Woodview, LLC ("Woodview"), of which certain partners are executives of Klipsch. Lease payments were based on current market rates, as determined by independent valuation, through the lease expiration on ray 31, 2012. On April 20, 2012, the Company purchased this building from Woodview...

Page 78
... to downturns in the retail economy, particularly in the consumer electronics industry. Additionally, customers specializing in certain automotive sound, security and accessory products may be impacted by fluctuations in automotive sales. 13) Financial and Product Information About Foreign and...

Page 79
...denied and the case was tried in the New York Supreme Court, Suffolk County. In December 2011, the Company received advisory judgment in the case, concluding that the Company owes rPEG penalties related to license agreement obligations arising from the manufacture and sale of its products. The final...

Page 80
... from such borrowing to fund VOXX Germany's acquisition of Hirschmann. On the Closing Date, the Company also repaid and terminated its existing asset-based loan facility with Wells Fargo Capital Finance, LLC. As the Hirschmann acquisition occurred on rarch 14, 2012, the consolidated balance sheet...

Page 81
... are included in general and administrative expenses in the accompanying consolidated statements of operations. Klipsch Settlement During Fiscal 2012, Klipsch filed suit against twenty-three third parties for producing and reselling counterfeit Klipsch brand headphone products. Klipsch settled with...

Page 82
...issued to customers. For the reserve for warranties and product repair costs, deductions represent currency effects and payments for labor and parts made to service centers and vendors for the repair of units returned under warranty. (b) Column C includes $879 and $115 of liabilities acquired during...

Page 83
... 7, 2012, by and among VOXX International (Germany) GmbH, a Gesellschaft mit beschrÃ¤nkter Haftung under the laws of the Federal Republic of Germany ("Buyer"), VOXX International Corporation, a Delaware corporation ("Parent"), Car Communication Holding GmbH, a German limited liability company (the...

Page 84
... International Corporation's Annual Report on Form 10-K for the period ended February 29, 2012, formatted in eXtensible Business Reporting ... Notes to Consolidated Financial Statements. (d) All other schedules are omitted because the required information is shown in the financial statements or notes...

Page 85
... 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VOXX INTERNATIONAL CORPORATION ray 14, 2012 By: /s/ Patrick r. Lavelle Patrick r. Lavelle, President and Chief Executive Officer 84

Page 86
... r. Lavelle President; Chief Executive Officer (Principal Executive Officer) and Director ray 14, 2012 /s/ Charles r. Stoehr Charles r. Stoehr Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Director ray 14, 2012 /s/ John J. Shalam John J. Shalam...

Page 87
... Reichel, born on 9 January, 1980, th business address: c/o Norton Rose, BleichenbrÃ¼cke 10, D-20354 Hamburg, identified by way of valid German identity card, acting a) not in her own name but without power of attorney without assuming any personal liability on behalf of Mr. Viktor Schicker...

Page 88
...not in her own name but on the basis of a power of attorney dated 3 February 2012 which was presented at today's notarization in the Original, a herewith certified copy of which is attached hereto on behalf of Voxx International Corporation address: 180 Marcus Blvd., Hauppauge, NY 11788 USA. The...

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3 of 61 Sale and Purchase Agreement Hirschmann Car Communication -Group 7 February 2012 HAM-#3033739-v1 P+P PÃ¶llath+Partners /07.02.12/16:22

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... referred to as " Purchaser " â€' â€' all of the above parties hereinafter each individually referred to as " Party" and all of them collectively referred to as " Parties" and 6. Voxx International Corporation with its business seat at 180 Marcus Blvd., Hauppauge, NY 11788, USA â€' hereinafter...

Page 91
... for Breach of Sellers' Representations Taxes Purchaser's Representations; Remedies Anti Trust Filings Covenants Guarantee Sellers' Liability Access to Documents Joint Statement Confidentiality Non-Compete and Non-Solicitation Costs Notices Applicable Law; Arbitration Other Provisions 6 7 11 11...

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6 of 61 1. 1.1 Preamble Car Communication Holding GmbH with its seat in Neckartenzlingen/Germany (the " Company ") is a company with limited liability ( Gesellschaft mit beschrÃ¤nkter Haftung ) duly existing in accordance with German law and registered with the commercial register at the local ...

Page 93
... The Guarantor with its seat in Hauppauge, NY, USA is a stock corporation duly existing in accordance with the laws of the State of Delaware, USA. The Guarantor is the sole shareholder of the Purchaser. 1.6 The Sellers and the Purchaser have agreed to sell the Transaction Shares from the Sellers...

Page 94
...have the meaning set forth in Annex 2.b . Date Working Capital LTM Average January shall have the meaning set forth in Annex 2.b . Working Capital Management means the Companies' consolidated financial statement drawn up in accordance Accounts with German generally accepted accounting principles and...

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... assessment period Period starting before the Effective Date and ending on the Effective Date Purchaser shall have the meaning as set forth in the Recitals Recent Management Accounts means the Management Accounts as of 31 January 2012. Second Release Date shall have the meaning set forth in Section...

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10 of 61 Statutory means the statutory consolidated annual accounts ( Konzernabschluss ) of the Companies Annual for the financial year 2011 drawn up in accordance with German generally accepted Accounts 2011 accounting principles and consistent with past practice and having received an unqualified...

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... 3.1 Sale and Purchase of Shares; Rights to Profits Subject to the terms set forth in this Agreement each of the Sellers hereby sells ( verkauft) the Transaction Shares set forth opposite his/its name in the table set forth in Section 1.2 to the Purchaser, and the Purchaser hereby purchases (kauft...

Page 98
... of the according numbers for the financial year 2010 is attached hereto as Annex 5.3 . The Sellers shall provide the Purchaser with the Recent Management Accounts and the calculation of the Base Shares Purchase Price and the Base Purchase Price Interest on that basis as set forth in this Sections...

Page 99
...paid together with the outstanding Base Purchase Price and the Base Purchase Price Interest in Euro by way of wire transfer free of any costs and fees into the Sellers' Account or the Escrow Account, as the case may be. 5.8 Any of the Purchaser's rights to set-off ( aufrechnen ) and/or to withhold...

Page 100
... Completion cause the Company to prepare the Effective Date Accounts and deliver them to the Parties together with a calculation of the Share Purchase Price in accordance with Section 6.1. For the determination of the Net Debt Balance and the Working Capital Deviation, the numbers contained in the...

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... Final Effective Date Accounts. All costs and expenses of the Expert Arbitrator and of the proceedings thereunder shall be advanced by the Sellers on the one hand and the Purchaser on the other hand in equal amounts. Each of the Sellers and Purchaser shall bear its own costs and the costs of its...

Page 102
... Annual Accounts 2011. Receipt by the Purchaser of the calculation of the Base Shares Purchase Price and the Base Purchase Price Interest on that basis as set forth in Section 5.3. d. Arrangement by the Sellers of (i) personal meetings of the Purchaser in the week starting on 13 February 2012...

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... the effects of such adverse change are covered by insurance or the Sellers have otherwise compensated the Purchaser or the Companies for such adverse change (" Material Adverse Effect ") has occurred between the Signing Date and the day on which the last of the conditions set forth in Sections...

Page 104
... has failed clearance by the competent cartel (merger) authorities within one month since the filing because the Purchaser gross negligently or intentionally ( grob fahrlÃ¤ssig oder vorsÃ¤tzlich) failed to disclose information relevant insofar. In such case the Sellers' damages shall be agreed to...

Page 105
...Companies and their business activities under commercial, financial, technical, organizational, environmental, tax and legal aspects. The Purchaser had numerous discussions with the Companies' management and employees, as well as site visits to the facilities operated by the Companies. The Purchaser...

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...Purchaser or the Guarantor (as the case may be) (including its officers, employees, representatives, agents or advisors) prior to the Signing Date including within the information...,000.00 (in words: eight million Euro). 11.3 The limitations pursuant to Section 11.2 shall not apply to a. claims in...

Page 107
... specified in writing shall be time-barred ( verjÃ¤hrt) (i) eighteen (18) months after the Completion Date, except for claims based on...Purchase Price and a (direct or indirect) contribution to the capital reserve of the respective Company in the meaning of Section 272 (2) No. 4 German Commercial Code...

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...(2) of the German Civil Code in connection with criminal offences. 11.8 The Sellers' Representative and the Purchaser shall release funds held in the Escrow Account as follows: a. Upon lapse of a period of twelve (12) months after the Completion Date (the " First Release Date "), a partial amount...

Page 109
... Tax liabilities result from acts or omissions by the Purchaser which lead to the non-recognition (Nichtanerkennung ) of the fiscal unity ( Organschaft ) amongst Hischmann Car Communication GmbH and the Company for German corporate income tax or trade tax purposes; or HAM-#3033739-v1 P+P PÃ¶llath...

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... under Section 12.1. 12.4 The Purchaser hereby undertakes to compensate the Sellers for any amounts equal to any Tax refund, credit or similar benefit received by any of the Companies or any successor to all or parts of their business(es) by receipt of cash payment, set-off, deduction or otherwise...

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...reasonable access to relevant information (including access to copies of books, documents and management of the Companies) without undue delay, subject however to existing confidentiality and data privacy requirements and the right of the Purchaser and the Companies to protect their business secrets...

Page 112
...(1) of the German Civil Code) that at the Signing Date and the Completion Date a. the Purchaser is a limited liability company liability ( Gesellschaft mit beschrÃ¤nkter Haftung ) duly incorporated and validly existing under the laws of Germany and has all requisite corporate power and authority to...

Page 113
... guarantees (Sec. 311 para. (1) of the German Civil Code) that at the Signing Date and the Completion Date a. the Guarantor is a stock corporation duly incorporated and validly existing under the laws of the State of Delaware and has all requisite corporate power and authority to own its assets and...

Page 114
... the initial waiting period of one (1) month. 14.2 As soon as reasonably practical after the Signing Date, the Transaction shall be notified to the competent cartel (merger) authorities specified in Section 7.1.a. The notification shall be filed by the Purchaser on behalf of the Sellers and the...

Page 115
... Euro) or (ii) customer contracts; i. the termination by the Companies of the employment of any of the employees listed in Annex 15.1.i (the "Key Employees "); any change in, or commitment to change, any compensation or benefit of any of the employees whose annual salary (including performance...

Page 116
... under applicable law, after the Signing Date through (and including) the Completion Date Purchaser and its representatives and advisors shall upon their respective request receive updates on important new developments relating to the Companies' business and obtain access to all books, records, data...

Page 117
...to the individual claim. 18. Access to Documents The Purchaser shall procure that following the Completion Date all of the Companies will maintain proper books and records of all of their business matters. The Purchaser will procure that the Companies make such information or documents relating to...

Page 118
..., in particular antenna systems, high frequency plug-in connectors and high frequency cables as built-in components for cars in the automobile industry and the car parts dealership and any other activities or businesses related thereto in competition with any of the Companies' business as currently...

Page 119
... by the Purchaser. For the avoidance of doubt: The auditor's costs, fees and expenses for the audit and review of the Statutory Annual Accounts 2011 shall be borne by the Company. The auditor's costs, fees and expenses for the audit of the Effective Date Accounts pursuant to the provisions set forth...

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... Kardinal-Faulhaber-Str. 10 D-80333 Munich Facsimile: +49 89 24 240 999 b. If to the Purchaser: Voxx Corporation International Attn.: Patrick M. Lavelle Attn.: C. Michael Stoehr 180 Marcus Boulevard Hauppauge, NY 11788 USA Facsimile: +1 631 231 1370 With a copy to: Levy Stopol & Camelo LLP Attn...

Page 121
... may be replaced at any time by joint notification by the Seller or their legal successors to the Purchaser. The Sellers' Representative is also authorized and entitled to receive notices and declarations of the Purchaser to the Sellers. 24. 24.1 Applicable Law; Arbitration This Agreement shall...

Page 122
...mandatory law. This shall also be applicable with regard to the amendment of ...legal terms expressed in the German language describing the meaning of the terms in the English language they refer to, and shall be taken into account when interpreting this agreement. Read aloud to the appeared persons...

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... relating to the Shareholder Loans Data Room Index Sellers' Representations Material Interests Pension/Benefit Plans Assets Material Agreements Customer Relationship Court or Administrative Proceedings Budget Key Employees Current Shareholdings /07.02.12/16:22 Annex 3.4 Annex 5.3 Annex 8.2.b Annex...

Page 124
38 of 61 Annex 1.1 Company's direct and indirect shareholdings in the Subsidiaries HAM-#3033739-v1 P+P PÃ¶llath+Partners /07.02.12/16:22

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... sheet items determined pursuant to Sec. 266 of the German Commercial Code ( Handelsgesetzbuch, HGB ), each as shown in the Recent Management Accounts: 1. 2. Notes payable ( Anleihen pursuant to Sec.... shall be the Final Effective Date Accounts. HAM-#3033739-v1 P+P PÃ¶llath+Partners /07.02.12/16:22

Page 126
...sum of such values as derived from the Management Accounts for the respective months by 12. "LTM Average Effective Date Working Capital" means the average Working Capital as having existed during the period from March 2011 through (and including) February 2012 calculated by dividing the sum of such...

Page 127
...basis of the individual amounts shall be the Recent Management Accounts "Effective Date Working Capital " shall have the same meaning as Working Capital provided that the basis of the individual amounts shall be the Final Effective Date Accounts. HAM-#3033739-v1 P+P PÃ¶llath+Partners /07.02.12/16...

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42 of 61 Annex 3.4 Spouses' Consent Declarations HAM-#3033739-v1 P+P PÃ¶llath+Partners /07.02.12/16:22

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43 of 61 Annex 5.3 Sample Calculation of (Base) Net Debt Balance and (Base) Working Capital For illustrative purposes only the following example uses the 31 December 2010 audited balance sheet HAM-#3033739-v1 P+P PÃ¶llath+Partners /07.02.12/16:22

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44 of 61 Annex 8.2.b Assignment Agreement relating to the Transaction Shares HAM-#3033739-v1 P+P PÃ¶llath+Partners /07.02.12/16:22

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45 of 61 Annex 8.2c Assignment Agreement relating to the Shareholder Loans HAM-#3033739-v1 P+P PÃ¶llath+Partners /07.02.12/16:22

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46 of 61 Annex 10.1 Data Room Index HAM-#3033739-v1 P+P PÃ¶llath+Partners /07.02.12/16:22

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... and has all requisite corporate power and authority to own its assets and to carry out its business. 2.2 As of the Completion Date, none of the Companies holds any material interest in any company or other entity other than any company or entity of the Companies or as set forth in Annex 10...

Page 134
... paid to the Company and have not been repaid to VS or IRS. 5. Financial Statements The Statutory Annual Accounts 2011 have been or will be (as the case may be) duly prepared consistent with past practice and otherwise in accordance with German generally accepted accounting principles and will...

Page 135
... any of the Key Employees. None of the Companies has terminated the employment contract with any such Key Employee. 8.2 Except as set forth in Annex 10.2.8.2 , none of the Companies maintains, or contributes to, any employee pension benefit plan or other benefit plan, program, policy or individual...

Page 136
...Ã¤ltnisse) with customers or suppliers which cannot be regularly terminated within 12 months as of the date hereof, providing in the agreement itself (and not by any individual orders based on the agreement), in each case, for annual payment obligations in an amount, or annual supply obligations in...

Page 137
... customers of the Companies (by sales for the year 2011); the agreements with the ten largest suppliers of the Companies (by turnover for the year 2011); and g. agreements (other than agreements falling under this Section 9.3) not fully performed at the Signing Date and providing, in each case...

Page 138
...Customer Relationships No regular major customer of the Companies has terminated in writing the business relationship with one or several of the Companies except as set... in either case, challenges or seeks to prevent, enjoin, alter or materially delay the Transaction. 12.2 The Companies are not ...

Page 139
53 of 61 Annex 10.2.2.2 Material Interest HAM-#3033739-v1 P+P PÃ¶llath+Partners /07.02.12/16:22

Page 140
54 of 61 Annex 10.2.8.2 Pension Plans HAM-#3033739-v1 P+P PÃ¶llath+Partners /07.02.12/16:22

Page 141
5 5 of 61 Annex 10.2.9.1 Assets HAM-#3033739-v1 P+P PÃ¶llath+Partners /07.02.12/16:22

Page 142
5 6 of 61 Annex 10.2.9.3 Material Agreements HAM-#3033739-v1 P+P PÃ¶llath+Partners /07.02.12/16:22

Page 143
57 of 61 Annex 10.2.11 Customer Relationship HAM-#3033739-v1 P+P PÃ¶llath+Partners /07.02.12/16:22

Page 144
58 of 61 Annex 10.2.12.2 Court or Administrative Proceedings HAM-#3033739-v1 P+P PÃ¶llath+Partners /07.02.12/16:22

Page 145
5 9 of 61 Annex 15.1 Budget HAM-#3033739-v1 P+P PÃ¶llath+Partners /07.02.12/16:22

Page 146
60 of 61 Annex 15.1.i Key Employees 1. 2. Mr. Ludwig Geis Mr. Joachim Brandes 3. 4. 5. 6. Mr. Dr. Dirk Wendt Mr. Dr. Hendrik TrÃ¶ger Mr. Laurie Burns Mr. Alexander Herbrich Mr. Holger Bischoff 7. 8. 9. 10. 11. Mr. Thomas Adam Mr. Peter ...

Page 147
61 of 61 Annex 21.1.b Current Shareholdings IRS is owner of minority share in Hirschmann Holding B.V. HAM-#3033739-v1 P+P PÃ¶llath+Partners /07.02.12/16:22

Page 148
...the Company, AUDIOVOX ACCESSORIES CORPORATION, AUDIOVOX ELECTRONICS CORPORATION, AUDIOVOX CONSUMER ELECTRONICS, INC., AMERICAN RADIO CORP., CODE SYSTEMS, INC., INVISION AUTOMOTIVE SYSTEMS INC., BATTERIES.COM, LLC, and KLIPSCH GROUP, INC., as Domestic Borrowers, VOXX INTERNATIONAL (GERMANY) GMBH, as...

Page 149
...ARTICLE III REPRESENTATIONS AND WARRANTIES Section 3.1 Financial Condition. Section 3.2 No Material Adverse Effect. Section 3.3 Corporate Existence; Compliance with Law; Patriot Act Information. Section 3.4 Corporate Power; Authorization; Enforceable Obligations. Section 3.5 No Legal Bar; No Default...

Page 150
... 5.1 Financial Statements. Section 5.2 Certificates; Other Information. Section 5.3 Payment of Taxes and Other Obligations. Section 5.4 Conduct of Business and Maintenance of Existence. Section 5.5 Maintenance of Property; Material Contracts; Insurance. Section 5.6 Maintenance of Books and Records...

Page 151
... Warranties. Payment of Expenses and Taxes; Indemnity. Successors and Assigns; Participations. Right of Set off; Sharing of Payments. Table of Contents and Section Headings. Counterparts; Effectiveness; Electronic Execution. Severability. Integration. Governing Law. Consent to Jurisdiction; Service...

Page 152
... Obligation. Section 10.5 Authorization. Section 10.6 Reliance. Section 10.7 Waiver. Section 10.8 Limitation on Enforcement. Section 10.9 Confirmation of Payment. ARTICLE XI SPECIAL PROVISIONS APPLICABLE TO LENDERS UPON THE OCCURRENCE OF A SHARING EVENT Section 11.1 Participations. Section 11...

Page 153
... Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts, Uncertificated Investment Property Commercial Tort Claims Pledged Equity Interests Mortgaged Properties Other Collateral Locations Foreign Collateral Labor Matters Material Contracts Insurance Authorized Officers...

Page 154
... RADIO CORP., a Georgia corporation (" ARC"), CODE SYSuEMS, INC. , a Delaware corporation (" CSI"), INVISION AUuOMOuIVE SYSuEMS INC. , a Delaware corporation (" IAS"), BAuuERIES.COM, LLC, an Indiana limited liability company (" Batteries"), KLIPSCH GROUP, INC., an Indiana corporation (" Klipsch...

Page 155
... mean a collective reference to Car Communication Holding GmbH, a Gesellschaft mit beschrÃ¤nkter Haftung under the laws of the Federal Republic of Germany, and its Subsidiaries. "Acquisition " shall mean the purchase of the outstanding Equity Interests of the Acquired Company by the Foreign Borrower...

Page 156
... interest at an interest rate based on the Alternate Base Rate. "Anti-Terrorism Order" shall mean that certain Executive Order 13224 signed into law on September 23, 2001. "Applicable Margin " shall mean, for any day, the rate per annum set forth below opposite the applicable level then in effect...

Page 157
... quarterly on the first Business Day after the date on which the Administrative Agent has received from the Company the quarterly financial information (in the case of the first three fiscal quarters of the Company's fiscal year), the annual financial information (in the case of the fourth fiscal...

Page 158
... be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment. "Approved Bank " shall have the meaning set forth in the definition of "Cash Equivalents." "Approved Fund " shall mean any Fund that is administered, managed or underwritten...

Page 159
... 11 of the United States Code, as amended, modified, succeeded or replaced from time to time. "Bankruptcy Event " shall mean any of the events described in Section 7.1(f). "Board of Directors " shall mean the board of directors (or comparable managers) of the Company or any committee thereof duly...

Page 160
... collectively, the following (together with their respective successors and assigns): (a) Audio Products International Corp., a corporation formed under the laws of the Province of Ontario and (b) Audiovox Canada Limited, a corporation formed under the laws of the Province of Ontario; each sometimes...

Page 161
... any services provided from time to time to any Credit Party or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse, controlled disbursement, depository, electronic funds transfer, information reporting...

Page 162
...be the direct or indirect holder and owner of one hundred (100%) percent of the voting power of the Voting Stock of the other Credit Parties then entitled to vote. "Closing Date " shall mean the date of this Agreement. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time...

Page 163
... Agreement) of the Acquired Company and its Subsidiaries in the 12 month period immediately following the Signing Date (as defined in the Acquisition Agreement) which is at least 20% lower than it would have been, had the respective material adverse change not taken place; unless the effects...

Page 164
...impairment of noncash intangibles, (v) closing costs incurred in connection with the Acquisition and the senior credit facilities related to this Agreement, and (vi) depreciation and amortization of the Company and its Subsidiaries for such period, in each case, determined on a Consolidated basis in...

Page 165
... for the grant by or to a Person of any right under any Copyright. "Copyrights " shall mean all copyrights in all Works, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, registrations, recordings and applications in the United...

Page 166
...of time, or both, or any other condition, has been satisfied. "Default Rate " shall mean (a) when used with respect to the Obligations, other than Letter of Credit Fees, an interest rate equal to (i) for Alternate Base Rate Loans, (A) the Alternate Base Rate plus (B) the Applicable Margin applicable...

Page 167
... it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting...

Page 168
.... "Dutch Guarantor " shall mean Klipsch Group Europe, B.V., a private company with limited liability with its corporate seat in Leiden, the Netherlands, and its successors and assigns. "Dutch Parallel Debt " shall have the meaning set forth in Section 9.31(a) . "Dutch Security Documents " shall mean...

Page 169
...case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general, preferred or limited...

Page 170
... on the date of the occurrence of the Sharing Event). "Excluded Foreign Subsidiary " shall mean, Audiovox German Holdings GmbH, Audiovox Incaar Systems GmbH, Magnat Audio Produtke GmbH, Oehlbach Kabel GmbH, Schwaiger GmbH, Audiovox Audio Produkte GmbH and any Subsidiary of the Company that is...

Page 171
... funds brokers of recognized standing selected by it. "Fee Letter " shall mean the letter agreement dated February 6, 2012, addressed to the Company from... Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Foreign ...

Page 172
...engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business. "Funded Debt " shall mean, with respect to any Person, without duplication, all Indebtedness of such Person (other than Indebtedness set forth in...

Page 173
... an election by the Company to convert to IFRS, references in this Agreement to GAAP shall be deemed to refer to IFRS. "German Guarantors " shall mean, collectively, the following (together with their respective successors and assigns): (a) Car Communication Holding GmbH, a Gesellschaft mit beschr...

Page 174
..., the International Financial Reporting Standards adopted by the International Accounting Standards Board, as applicable on such date, consistently applied, as in effect from time to time, subject, however, in the case of determination of compliance with the financial covenants set out in...

Page 175
... obligations (including, without limitation, earnout obligations) of such Person incurred, issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt incurred in the ordinary course of business and due within nine months of the incurrence...

Page 176
... mean, with respect to any LIBOR Rate Loan, (a) initially, the period commencing on the Borrowing Date or conversion date, as the case may be, with respect to such LIBOR Rate Loan and ending one, two, three or six months thereafter as selected by the Company in the Notice of Borrowing or Notice...

Page 177
... any support for a letter of credit issued on behalf of such Person) incurred for the benefit of such Person. "IRS" shall mean the United States Internal Revenue Service. "Issuing Lender " shall mean Wells Fargo together with any successor. "Issuing Lender Fees " shall have the meaning set forth...

Page 178
...:00 A.M. London time, two (2) Business Days prior to the commencement of the applicable Interest Period for settlement in immediately available funds by leading banks in the London interbank market for a period equal to the Interest Period selected. With respect to any LIBOR Rate Loan denominated in...

Page 179
... shall have the meaning set forth in Section 2.4(b)(ii). "Material Adverse Effect " shall mean a material adverse change in, or material adverse effect on (a) the operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Company and its...

Page 180
...purchase orders in the ordinary course of the business of such Person...Company; provided, however, that if at any time... petroleum products or ...corporate compliance purposes, which would create a first priority pledge (subject to Permitted Liens) over the capital stock of the Mexican Guarantor to secure...

Page 181
... Service, Inc. "Mortgage Instrument " shall mean any mortgage, deed of trust or deed to secure debt executed by a Credit Party in favor of the Administrative Agent, for the benefit of the Secured Parties, as the same may be amended, modified, extended, restated, replaced, or supplemented from time...

Page 182
..., Debt Issuance or Extraordinary Receipt, net of (a) reasonable and customary costs (including, without limitation, legal, accounting and investment banking fees, and sales commissions) associated therewith and paid to Persons who are not Credit Parties or their Affiliates and (b) taxes paid...

Page 183
...recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security... providing for the grant by or to a Person of any right to manufacture, use or sell any invention covered ...

Page 184
...than five (5) Business Days prior to the consummation of any Permitted Acquisition with a purchase price in excess of $2,000,000, a certificate substantially in the form of Exhibit 1.1(e) , executed by an Authorized Officer of the Company certifying that such Permitted Acquisition complies with the...

Page 185
... the meaning set forth in Section 6.2. "Person" shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. "Plan" shall mean, as of any date of determination, any employee benefit plan which...

Page 186
... the Civil Code of QuÃ©bec or any other applicable Canadian Federal or Provincial statute pertaining to the granting, perfecting, priority or ranking of security interests, liens, hypothecs on personal property, and any successor statutes, together with any regulations thereunder, in each case as in...

Page 187
...); in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. "Responsible Officer " shall mean, for any Credit Party, the chief executive officer, the president, general counsel or chief financial officer of such Credit...

Page 188
...purchased in an outstanding Swingline Loan or outstanding LOC Obligation pursuant to the terms of this Agreement; (d) the last Business Day of each calendar month; and (e) such additional dates...time to time. "S&P" shall mean Standard & Poor's Ratings Services, a division of The McGraw Hill Companies,...

Page 189
... be amended from time to time in accordance with the terms hereof, executed and delivered in connection with the granting, attachment and perfection of the Administrative Agent's security interests and liens arising thereunder, including, without limitation, UCC financing statements and any foreign...

Page 190
... than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, limited liability company, partnership or other entity are at the time owned, or the management of...

Page 191
..., replaced, or supplemented from time to time. "Target" shall have the meaning set forth in the definition of "Permitted Acquisition". "Target Settlement Day" shall mean any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open. "Taxes" shall...

Page 192
..., providing for the grant by or to a Person of any right to use any Trademark. "Trademarks" shall mean (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, service marks, elements of package or trade dress of goods or services, logos and other...

Page 193
..., a Lender holding a U.S. Revolving Commitment, a U.S. Revolving Loan or a Participation Interest on such date. "U.S. Revolving Loan " shall have the meaning set forth in Section 2.1(A)(a). "U.S. Security Agreement " shall mean the U.S. Security Agreement dated as of the Closing Date executed by the...

Page 194
..." shall mean, collectively, the documents governed by Venezuelan law purporting to create, establish or grant security interest in favor of the Administrative Agent executed by the Venezuela Guarantor or any of the other Credit Parties, including any amendment, restatement, novation, confirmation...

Page 195
...Indebtedness or other liabilities of the Company or any Subsidiary at "fair value", as defined therein, (B) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under the Financial Accounting Standards Board's Accounting Standards Codification 470-20 (or...

Page 196
...the Company to convert to IFRS or a change in IFRS would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall negotiate in good faith...

Page 197
... shall become effective as of such Revaluation Date and shall be the Spot Rate employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. (b) Wherever in this Agreement, in connection with the making of any Loan, any conversion, continuation or...

Page 198
...Period(s) therefor and (G) the applicable Borrower. If the Company shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the Type of Revolving...

Page 199
... crediting the account of the applicable Borrower on the books of such office (or such other account that the Company may designate in writing to the Administrative Agent) with the aggregate of the amounts made available to the Administrative Agent by the U.S. Revolving Lenders and in like funds as...

Page 200
...) to the Administrative Agent not later than 11:00 A.M. (x) on the Business Day of the requested borrowing in the case of Alternate Base Rate Loans, (y) on the third Business Day prior to the date of the requested borrowing in the case of LIBOR Rate Loans denominated in Dollars and (z) on the fourth...

Page 201
...(s) therefor and (G) the applicable Borrower. If the Company shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the Type of Multicurrency...

Page 202
... hereof and in reliance upon the representations and warranties set forth herein, each Term Loan Lender severally, but not jointly, agrees to make available to the Domestic Borrowers (through the Administrative Agent) on the Closing Date such Term Loan Lender's Term Loan Commitment Percentage...

Page 203
... Office. Amounts repaid or prepaid on the Term Loan may not be reborrowed. (b) Repayment of Term Loan. The principal amount of the Term Loan shall be repaid in consecutive quarterly installments on the dates set forth below, starting with the fiscal quarter ending on May 31, 2012, in the amounts set...

Page 204
...of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further...

Page 205
... after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and...

Page 206
... Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each U.S. Revolving Lender's obligation to make such payment to...

Page 207
... to the Administrative Agent for the account of the Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate. (f) Modification, Extension . The issuance of any...

Page 208
... of credit application and any LOC Documents relating to the Existing Letters of Credit), this Agreement shall control. (i) Designation of Subsidiaries as Account Parties . Notwithstanding anything to the contrary set forth in this Agreement, including, without limitation, Section 2.3(a), a Letter...

Page 209
...the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate. The Domestic Borrowers shall have the right to repay the Swingline Loan in whole or in part from time...

Page 210
... Amount and (ii) for the ratable benefit of the Multicurrency Revolving Lenders, a commitment fee (the "Multicurrency Commitment Fee " and, together with the U.S. Commitment Fee, collectively the " Commitment Fee ") in an amount equal to the Applicable Margin per annum on the average daily...

Page 211
... pay to the Administrative Agent, for the ratable benefit of the U.S. Revolving Lenders, a fee (i) with respect to each standby letter of credit (the " Standby Letter of Credit Fee "), equal to the Applicable Margin for Revolving Loans that are LIBOR Rate Loans per annum on the average daily maximum...

Page 212
... repaid in the currency in which it was made. The Company shall give three Business Days' irrevocable notice of prepayment in the case of LIBOR Rate Loans and same-day irrevocable notice on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the...

Page 213
... such Net Cash Proceeds (or, if the Company delivers to the Administrative Agent a certificate stating that the Credit Parties have committed to use such Net Cash Proceeds to acquire capital assets (other than raw materials and inventory) useful to the business of the Credit Parties within 270 days...

Page 214
... only be required to prepay Foreign Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject...

Page 215
...to continue to make payments under any Bank Product, which shall ...converted to an Alternate Base Rate Loan at the end of the Interest Period applicable...annum rate which is equal to the Default Rate, in each case from the date ... shall make if directed by the Required Lenders) and (y) the Maturity Date. ...

Page 216
... The Company may, in the case of Domestic Revolving Loans and the Term Loan, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans or to continue LIBOR Rate Loans, by delivering a Notice of Conversion/Extension to the Administrative Agent at least three Business Days prior...

Page 217
... Agent shall as soon as practicable notify the Company and the Lenders of each determination of a LIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate shall become effective as of the opening of...

Page 218
... of principal, interest and fees shall be made without defense, set-off or counterclaim and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent's office specified on Section 9.2 in immediately available funds and (i) in the case of Loans or other...

Page 219
...the application of ... Lender on account of the Credit...Security Documents; SECOND, to the payment of any fees owed to the Administrative Agent and the Issuing Lender; THIRD, to the payment of all reasonable out â€'ofâ€'pocket costs and expenses (including, without limitation, reasonable attorneys' fees...

Page 220
... (setting forth a reasonably detailed calculation) from the applicable Bank Product Provider. In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the Bank Product Amount last reported to the Administrative Agent. Section 2.12 Non-Receipt of Funds by...

Page 221
...Borrowers by the Administrative Agent because the conditions to the applicable Extension of Credit set forth in Article IV are not satisfied or waived in accordance with the terms thereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender on...

Page 222
.... Section 2.14 Yield Protection. (a) Increased Costs Generally . If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or...

Page 223
... Lender pursuant to this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date such Lender or Issuing Lender, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs or reductions, and of such Lender's or...

Page 224
... unpaid principal amount of each LIBOR Rate Loan equal to the actual costs of such reserves allocated to such LIBOR Rate Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable...

Page 225
... or permanent representative in Germany or (B) due to the fact that the Obligations under this Agreement are secured by an encumbrance over real estate ( grundpfandrechtlich gesichert ) located in Germany and interest owed to such Lender is not exempted from German taxation under a double taxation...

Page 226
...the return reporting such...time or times reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate...

Page 227
... material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, in the event that any Borrower is a U.S. Borrower, (A) any Lender that is a U.S. Person shall deliver to the Company and the...

Page 228
... applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company...

Page 229
...paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. (i) Survival. Each party's obligations under this Section 2.16 shall survive...

Page 230
... legal effect of any document submitted by any party in connection with the application...order to make a drawing under a Letter of Credit or of the proceeds thereof; and (vii) for any consequences arising from causes beyond the control of the Issuing Lender or any Lender, including, without limitation...

Page 231
... direct costs (but not including anticipated profits) reasonably incurred by such Lender in making any repayment in accordance with this Section including, but not limited to, any interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its LIBOR Rate...

Page 232
... the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has declined or is unable to designate a different lending office in ... Agent the assignment fee (if any) specified in Section 9.6; (ii) such Lender shall have received payment of an amount equal to the outstanding ...

Page 233
... by any Defaulting Lender, such Defaulting Lender, hereby grant to the Administrative Agent, for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders (including the Swingline Lender), and agrees to maintain, a first priority security interest in all such Cash Collateral as...

Page 234
...account and released pro rata in order to (x) satisfy such Defaulting Lender's potential future funding...Defaulting Lender or as otherwise directed by a court of ...funded its appropriate share and (B) such Loans were made or the related Letters of Credit were issued at a time when the conditions set...

Page 235
...fee. (iv) Reallocation of Participations to Reduce Fronting Exposure . All or any part...Applicable Percentages (calculated without regard to such Defaulting Lender's U.S. Revolving Commitment) but only to the extent that (x) the conditions set forth in Sections 4.2(a) and (b) are satisfied at the time...

Page 236
... the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the...

Page 237
... fiscal years ended on such dates (and, with respect to the Acquired Company, together with a quality of earnings report prepared by Grant Thornton LLP), (ii) the unaudited Consolidated financial statements of the Company and its Subsidiaries and of the Acquired Company and its Subsidiaries for the...

Page 238
... in which such Credit Party is qualified to do business, the chief executive office, the principal place of business, the business phone number, the organization identification number, the federal tax identification number and ownership information (e.g. publicly held, if private or partnership, the...

Page 239
... is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. No Credit Party is subject to regulation under the Federal Power Act, the Interstate Commerce Act, the Public Utility Holding Company Act of 2005...

Page 240
... activities, in the business of extending credit for the purpose of "purchasing" or "carrying" "margin stock" within the respective meanings of each of such terms under Regulation U and (b) taken as a group do not own "margin stock" except as identified in the financial statements referred to in...

Page 241
... manner or to a location that could give rise to... Concern have been generated, treated, stored or disposed of at, on or...named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders...

Page 242
... Subsidiaries and/or the Acquired Company, (c) to pay any costs, fees and expenses associated with this Agreement on the Closing Date, (d) to pay any costs, fees and expenses incurred in connection with the Acquisition and (e) for working capital and other general corporate purposes of the Credit...

Page 243
... and average amount held in such Deposit Account, (iii) in the case of Electronic Chattel Paper, the account debtor, (iv) in the case of Letterof-Credit Rights, the issuer or nominated person, as applicable, and (v) in the case of a Securities Account or other uncertificated Investment Property, the...

Page 244
...is leased or owned), (iii) each other location where the Credit Parties maintain any books or records (electronic or otherwise) (and an indication if such location is leased or owned) and (iv) each location where any personal property Collateral is located at any premises owned or leased by a Credit...

Page 245
... or party official or any candidate for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to such Credit Party or its Subsidiary or to any other Person, in violation of the Foreign Corrupt Practices Act, 15...

Page 246
... number, expiration date, type and amount on Schedule 3.24 as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 5.2 and such insurance coverage complies with the requirements set forth in Section 5.5(b). Section 3.25 Security Documents...

Page 247
... have any been used to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Entity. Section 3.29 Authorized Officer . Set forth on Schedule 3.29 are Responsible Officers that are permitted to sign Credit Documents on behalf of...

Page 248
... Note, (v) counterparts of the U.S. Security Agreement, the U.S. Pledge Agreement and each Mortgage Instrument, in each case conforming to the requirements of this Agreement and executed by duly authorized officers of the Credit Parties or other Person, as applicable, and (vi) counterparts of any...

Page 249
... as applicable. (ii) Resolutions . Copies of resolutions (or foreign equivalent thereof) of the board of directors or comparable managing body of each Credit Party approving and adopting the Credit Documents, the Transactions and authorizing execution and delivery thereof, certified by an officer of...

Page 250
... Documents and undated stock or transfer powers duly executed in blank; (v) duly executed consents as are necessary, in the Administrative Agent's sole discretion, to perfect the Lenders' security interest in the Collateral; (vi) in the case of any personal property Collateral located at premises...

Page 251
... evidence that all boards of directors (including, without limitation, the board of directors of the Acquired Company), governmental, shareholder and material third party consents and approvals necessary in connection with the Transactions have been obtained and all applicable waiting periods have...

Page 252
... 31, 2011, there shall not have occurred a Company Material Adverse Effect. (p) Financial Condition Certificate . The Administrative Agent shall have received a certificate or certificates executed by an Authorized Officer of the Company as of the Closing Date, substantially in the form of Exhibit...

Page 253
...at least five (5) Business Days prior to the Closing Date, all documentation and other information required by any regulatory authorities under applicable "know your customer" and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act. (v) Fees and Expenses . The...

Page 254
...legal matters in connection with the Transactions shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel. Without limiting the generality... date of making such Extension of Credit: (a) Representations and Warranties. The representations and warranties made...

Page 255
...the Company and its Subsidiaries for such year, which shall be audited by a firm of independent certified public accountants of nationally recognized standing reasonably acceptable to the Administrative Agent, setting forth in each case in comparative form the figures for the previous year, reported...

Page 256
..., financial statements and reports required to be delivered pursuant to the foregoing provisions of this Section may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Administrative Agent receives such reports from the Company through electronic...

Page 257
... other report, or "management letter" or similar report submitted by independent accountants to any Credit Party or any of their Subsidiaries in connection with any annual, interim or special audit of the books of such Person. (f) Changes in Corporate Structure. Within ten days prior to any merger...

Page 258
... Maintenance of Property; Material Contracts; Insurance . (a) Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain all material property necessary in the operation of its business in good working order and condition (ordinary wear and tear...

Page 259
... and reputable insurance companies liability, casualty, property and business interruption insurance (including, without limitation, insurance with respect to its tangible Collateral) in at least such amounts and against at least such risks as are usually insured against in the same general area by...

Page 260
...Person; (d) of any labor controversy that has resulted in, or threatens to result in, a strike or other work...management or other employees who have a significant role in, any Credit Party's internal controls over financial reporting, in each case as described in the Securities... Officer setting forth...

Page 261
...to the extent that the same are being contested in good faith by appropriate proceedings; and (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors and affiliates, from and against any and all claims, demands...

Page 262
... to the extent legally permissible and subject to requirements and limitations arising under applicable corporate or tax laws (that would have a material adverse tax consequence), unless waived by the Administrative Agent in its reasonable discretion. In connection therewith, the Company shall give...

Page 263
... Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request. To the extent legally permissible and subject to limitations arising under applicable corporate or tax laws, unless such requirement is waived...

Page 264
... with the German land register ( Grundbuchamt ) or other applicable recording office, the Foreign Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of the Foreign Borrower acquires knowledge of such acquisition notify the Administrative...

Page 265
...); inspect, audit and make extracts from its books, records and files, including, but not limited to, management letters prepared by independent accountants; and discuss with its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of...

Page 266
...Date (or such longer period of time as agreed to by the Administrative Agent in its sole discretion), the Company shall deliver Securities Account...whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (y) the applicable Credit ...

Page 267
..., property and business interruption insurance with respect to the Foreign Borrower and its Subsidiaries meeting the requirements set forth herein or in the Security Documents. (vi) Stock Certificates . Within thirty (30) days after the Closing Date (or such longer period of time as agreed to...

Page 268
...; (c) Indebtedness of the Credit Parties and their Subsidiaries incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price or cost of construction of an asset; provided that (i) such Indebtedness when incurred shall...

Page 269
...Indebtedness and obligations owing under Bank Products entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (f) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of a Credit Party...

Page 270
... under insurance or selfinsurance arrangements in an aggregate amount not to exceed $1,500,000; (g) Liens on amounts deposited to secure a Borrower's obligations in connection with the making or entering into of bids, tenders, or leases in the ordinary course of business and not in connection with...

Page 271
...); (j) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker's Liens, rights of set-off or similar rights and remedies covering deposit or securities accounts (including funds or other assets credited thereto) or other...

Page 272
... Lien on any such assets in favor of the Administrative Agent for the ratable benefit of the Secured Parties, to the extent such Lien has not already been granted to the Administrative Agent. Section 6.3 Nature of Business. No Credit Party will, nor will it permit any Subsidiary to, alter the...

Page 273
...limitations and other requirements permitted by Section 6.1(d); (vi) the termination of any Hedging Agreement; (vii) the sale, lease or transfer of account... the financial covenants set forth in Section 5.9 hereof, recalculated for the most recently ended fiscal quarter for which information is ...

Page 274
...to officers, directors and employees in an aggregate amount not to exceed $100,000 at any time outstanding; provided that such loans and advances shall comply with all applicable Requirements of Law (including Sarbanes-Oxley); (f) Investments (including debt obligations) received in connection with...

Page 275
...whether or not in the ordinary course of business, with any officer, director, shareholder or Affiliate other than on terms ...financing statements and amendments to any previously filed financing statements as the Administrative Agent may reasonably require, or (iii) change its registered legal name...

Page 276
..., nor will they permit any Subsidiary to, directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment, except (a) to make dividends payable solely in the same class of Equity Interests of such Person, (b) to make dividends or other distributions payable to any...

Page 277
... hereafter acquired, or requiring the grant of any security for such obligation if security is ...accounts (including securities accounts) at any bank or other financial institution, or any other account where money is or may be deposited or maintained with any Person, other than (a) the accounts set...

Page 278
..., in the Security Documents or in any of the other Credit Documents or which is contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement shall prove to have been incorrect, false or misleading on or as of the date made or...

Page 279
...the aggregate beyond any applicable grace period (not to...agreement evidencing, securing or relating ...that is a Bank Product; or (e) Other... an order for ...part of its assets, or a Credit Party or any of its Subsidiaries (other than an Immaterial Subsidiary) shall make a general assignment for the benefit...

Page 280
any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of their assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded ...

Page 281
... At any time after the execution and delivery thereof... the Guaranty, any Credit Document, or any Lien granted thereunder in writing or deny in writing that it has...the Administrative Agent and/or the Lenders the security interests, liens, rights, powers, priority and privileges purported to be created ...

Page 282
...together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent,... arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or...

Page 283
...disclose, any information relating to any Credit Party or any of its Affiliates that is communicated to or obtained by the Person serving as...Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary,...

Page 284
...Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any...

Page 285
... securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Credit Parties or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor...

Page 286
...applicable law, by notice in writing to the Company and such Person remove such Person as Administrative Agent and, in consultation with the Company...hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications...The fees ... the benefit of ...

Page 287
... the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held..., (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject...

Page 288
... obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party...

Page 289
... of any Loan or Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of the Default Rate which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the...

Page 290
...directly affected thereby; or (xiv) amend the definitions of "Hedging Agreement," "Bank Product," or "Bank Product Provider" without the consent of any Bank Product...unless in writing and signed by the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to...

Page 291
...full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. Section 9.2 Notices. (a) Notices Generally . Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below...

Page 292
... any other Credit Party: VOXX International Corporation 180 Marcus Blvd. Hauppauge, New York 11788 Attention: Charles M. Stoehr Telephone: 631-436-6306 Fax: 631-231-1370 Email: [email protected] with a copy to: Duane Morris LLP 1540 Broadway New York, NY 10036-4086 Attention: Laurence S. Hughes...

Page 293
... Bank, National Association 58 South Service Road Suite 100 Melville, NY 11747 Attention: Robert J. Milas Telephone: (516) 577-8341 Fax: (516) 577-8333 Email: [email protected] (iii) if to a Lender, to it at its address (or telecopier number) set forth in its Administrative Questionnaire...

Page 294
...their respective officers, directors, employees, agents, advisors or representatives (collectively, " Agent Parties ") have any liability to the Credit Parties, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or...

Page 295
... Party of any of the foregoing Persons (each such Person being called an " Indemnitee ") against, and hold each Indemnitee harmless from, any and...shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee...

Page 296
... applicable law, none of the parties hereto or any Indemnitee shall assert, and each of them hereby waives, any claim against any other Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection...

Page 297
... Person... legal or equitable...time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) or in the case...Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $1,000,000, in the case...

Page 298
... its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (v) No Assignment to Certain Persons . No such assignment shall be made to (A) any...

Page 299
...each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company and any Lender, at any reasonable time and from time to time...

Page 300
... at any time, without the consent of, or notice to, the Company or the Administrative Agent, sell participations to any Person (other than a natural Person or the Borrowers... manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such...

Page 301
...time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time...branch, office or affiliate of such Lender, the Swingline Lender or the Issuing Lender different from the branch, office or Affiliate holding such deposit...

Page 302
...purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit...Effectiveness; Electronic Execution . (a) Counterparts; Effectiveness . This Agreement may be executed in ...

Page 303
...as a manually executed signature or the use of a paperbased recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or...

Page 304
... manager, servicer, backup servicer, noteholder or secured party in connection with the administration, servicing and reporting on the assets serving as collateral for securities issued by an Approved Fund, or (iv) a nationally recognized rating agency that requires access to information regarding...

Page 305
...; provided that, in the case of information received from any Credit Party or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section...

Page 306
...Patriot Act, it is required to obtain, verify and record information that identifies the Borrowers and the other Credit Parties, which information includes the name and address of the Borrowers and the other Credit Parties and other information that will allow such Lender or the Administrative Agent...

Page 307
...restored or returned and all costs and expenses incurred by the Administrative Agent or any Lender in connection therewith shall be deemed included as part of ... of the financial accommodation to be provided by the Lenders under this Credit Agreement, for the mutual benefit, directly and indirectly,...

Page 308
...agreement executed by the Company on behalf of each Borrower and Guarantor. Section 9.24 No Advisory or Fiduciary Responsibility . In connection ... the financial advisor, agent or fiduciary, for any Credit Party or any of their Affiliates, stockholders, creditors or employees or any other Person; (c)...

Page 309
... to convert a sum due hereunder or under any other Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business...

Page 310
... to filing, registering or recording under the Code or PPSA shall include publication under the Civil Code of Quebec, (g) all references to "perfection" of or "perfected" liens or security interest shall include a reference to an "opposable" or "set up" lien or security interest as against third...

Page 311
...Klipsch, provided that the amounts which are due under the Dutch Parallel Debt under this provision shall always be equal to the amounts which are due from time to time... not as a representative of the other Secured Parties, sums (the " German Parallel Debt ") equal to and in the currency of each ...

Page 312
... Credit Party directs such payment to be made to the Administrative Agent. Section 9.32 Administration of German Security. (a) The Administrative Agent will: (i) hold and administer any German Security which is security assigned or otherwise transferred to it under a non accessory security right...

Page 313
...and this Agreement together which such powers and discretions as are reasonably incidental thereto; (ii) to take such action on its behalf as may, from time to time, be authorized under or in accordance with the German Security Documents and this Agreement; and (iii) to execute for and on its behalf...

Page 314
...independent of any security for or other guaranty of the Credit Party Obligations of the Borrowers whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor's liability hereunder shall be affected or impaired by (a) any direction as to application of payment...

Page 315
... or otherwise change the time for payment of, or otherwise change the terms of the Credit Party Obligations or any part thereof in accordance with this Agreement and any Bank Product, as applicable, including any increase or decrease of the rate of interest thereon, (b) take and hold security from...

Page 316
...or any other guarantor of all or any part of the Credit Party Obligations of the Borrowers and any benefit of, and any right to participate in, any security or collateral given to or for the benefit of the Lenders and/or the Bank Product Providers to secure payment of the Credit Party Obligations of...

Page 317
... the account of such Persons or their Subsidiaries at such time, whether or not such Lender shall previously have participated therein, equal to such Lender's Exchange Percentage thereof. The foregoing exchanges shall be accomplished automatically pursuant to this Section 11.1 through purchases and...

Page 318
... Agent on demand an amount equal to the product of (a) the amount so required to be paid by such Lender for the purchase of its participations, (b) the daily average Federal Funds Rate, during the period from and including the date of request for payment to the date on which such payment is...

Page 319
... as required above, (a) each Lender which has purchased such participations shall be entitled to receive from the Credit Parties any increased costs and indemnities (including, without limitation, pursuant to Section 2.14, 2.15, 2.16, 2.17, 2.18 and 9.5) directly from the Credit Parties to the same...

Page 320
Section 11.8 Provisions Solely to Effect Intercreditor Agreement . The provisions of this Article XI are and are intended solely for the purpose of effecting a sharing arrangement among the Lenders and reflects an agreement among creditors. Except as contemplated by Sections 11.3 and 11.7, none of ...

Page 321
... duly authorized officers as of the day and year first above written. BORROWERS : VOXX International corporation, a Delaware corporation, as the Company By: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: CFO/Senior Vice President AUDIOVOX ACCESSORIES CORPORATION, a Delaware corporation, as...

Page 322
...: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: Chief Financial Officer INVISION AUTOMOTIVE SYSTEMS INC., a Delaware corporation, as a Borrower By: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: Vice President BATTERIES.COM, LLC, an Indiana limited liability company, as a Borrower By...

Page 323
VOXX INTERNATIONAL (GERMANY) GMBH, a Gesellschaft mit beschrÃ¤nkter Haftung under the laws of the Federal Republic of Germany, as the Foreign Borrower By: /s/ Klaus von Gierke Name: Klaus von Gierke Title: Managing Director 170

Page 324
...: Secretary OMEGA RESEARCH AND DEVELOPMENT TECHNOLOGY LLC, a Delaware limited liability company By: /s/ Loriann Shelton Name: Loriann Shelton Title: Secretary LATIN AMERICA EXPORTS CORP., a Delaware corporation By: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: Treasurer KLIPSCH HOLDING LLC...

Page 325
... company By: /s/ Frederick L. Farrar Name: Frederick L. Farrar Title: Executive Vice President/CFO/Treasurer AUDIOVOX WEBSALES LLC, a Delaware limited liability company By: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: Vice President AUDIOVOX LATIN AMERICA LTD., a Delaware corporation...

Page 326
AUDIOVOX COMMUNICATIONS CORP., a Delaware corporation By: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: Vice President/Treasurer AUDIOVOX GERMAN CORPORATION, a Delaware corporation By: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: CFO/Vice President AUDIOVOX ASIA INC., a Delaware ...

Page 327
ADMINISuRAuIVE AGENu : WELLS FARGO BANK, NAuIONAL ASSOCIAuION, as a Lender and as Administrative Agent on behalf of the Lenders By: Name: Title: 174

Page 328
... RADIO CORP., a Georgia corporation (t ARC"), CODE SYSTEMS, INC. , a Delamare corporation (t CSI"), INVISION AUTOMOTIVE SYSTEMS INC. , a Delamare corporation (t IAS"), BATTERIES.COM, LLC, an Indiana limited liabilits compans (t Batteries"), KLIPSCH GROUP, INC., an Indiana corporation (t Klipsch...

Page 329
... Code from time to time in effect in the State of Nem York (the tUCC") are used herein as so defined: Accession, Account, As-Extracted Collateral, Chattel Paper, Commercial Tort Claim, Consumer Good, Deposit Account, Document, Electronic Chattel Paper, Equipment, Farm Product, Fixture, General...

Page 330
...; (xx) all Pasment Intangibles; (xxi) all Securities Accounts; (xxii) all Softmare; (xxiii) all Supporting Obligations; (xxiv) all Trademark Licenses; (xxv) all Trademarks; (xxvi) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing...

Page 331
... hereto, nor shall the Administrative Agent or ans Secured Parts be obligated in ans manner to perform ans of the obligations of an Obligor under or pursuant to ans Account (or ans agreement giving rise thereto), contract or agreement, to make ans pasment, to make ans inquirs as to the nature or the...

Page 332
... the Commitments shall have been terminated: (a) Chief Executive Office; Books & Records; Legal Name; State of Formation . No Obligor has in the four (4) months preceding the Closing Date changed its name, been parts to a merger, consolidation or other change in structure or used ans tradename not...

Page 333
... to pasment is prohibited or limited bs applicable lam, regulations, administrative guidelines or contract. (g) Inventors. No Inventors of an Obligor is held bs a third parts (other than an Obligor) pursuant to consignment, sale or return, sale on approval or similar arrangement. (h) Intellectual...

Page 334
... good and marketable title thereto; (ii) all such Equipment is in normal operating condition and repair, ordinars mear and tear alone excepted (subject to casualts events), and is suitable for the uses to mhich it is customarils put in the conduct of such Obligor's business; and (iii) no Equipment...

Page 335
... Agent mas from time to time deem reasonabls necessars or appropriate in order to perfect and maintain the securits interests granted hereunder in accordance mith the UCC, including, mithout limitation, ans financing statement that describes the Collateral as tall personal properts" or tall...

Page 336
...of such possession, (ii) notifs such Person of the Administrative Agent's securits interest for the benefit of the Secured Parties in such Collateral, (iii) instruct such Person to hold all such Collateral for the Administrative Agent's account subject to the Administrative Agent's instructions and...

Page 337
... of products and services offered under such Trademark, (C) emplos such Trademark mith the appropriate notice of registration, (D) not adopt or use ans mark mhich is confusingls similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured...

Page 338
... or Trademarks (together mith a listing of application numbers), mhich nem applications and issued registrations or letters shall be subject to the terms and conditions hereunder, and (ii) (A) mith respect to material Copsrights, a duls executed Notice of Grant of Securits Interest in Copsrights...

Page 339
...Subject Agreements and (B) make to ans other parts to ans Subject Agreement such material demands and requests for information and reports or for action as an Obligor, in such Obligor's commercialls reasonable discretion, is entitled to make thereunder. (ii) Unless the applicable Obligor believes it...

Page 340
...approval of the Administrative Agent, use, consume, sell, lease and exchange its Inventors in the ordinars course of its business as presentls conducted (and as mill be conducted after giving effect to the Acquisition), mhereupon, in the case of such a sale or exchange, the securits interest created...

Page 341
... Parties shall not be obligated to make ans sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted bs lam, ans Secured Parts mas be a purchaser at ans such sale. To the extent permitted bs applicable lam, each of the Obligors herebs maives all...

Page 342
...shall be effective unless it is in mriting, signed bs the parts against mhom such maiver is sought to be enforced and then onls to the extent specificalls stated, mhich in the case of the Administrative Agent or the Secured Parties shall onls be granted as provided herein. To the extent permitted bs...

Page 343
... to mhich the Administrative Agent or the Secured Parties are legalls entitled, the Obligors shall be jointls and severalls liable for the deficiencs, together mith interest thereon at the Default Rate, together mith the costs of collection and the reasonable fees of ans attorness emplosed bs the...

Page 344
... of such Obligor, or securing or relating to such Collateral, on behalf of and in the name of such Obligor; (v) to sell, assign, transfer, make ans agreement in respect of, or othermise deal mith or exercise rights in respect of, ans Collateral or the goods or services mhich have given rise thereto...

Page 345
... ans of the Secured Parties in cash or its equivalent, mill be applied in reduction of the Credit Parts Obligations in the order set forth in Section 2.11(b) of the Credit Agreement, and each Obligor irrevocabls maives the right to direct the application of such pasments and proceeds. 13. Costs of...

Page 346
costs and expenses (including mithout limitation ans reasonable legal fees and disbursements) incurred bs the Administrative Agent or ans Secured Parts in defending and enforcing such reinstatement shall be deemed to be included as a part of the Credit Parts Obligations. 15. Amendments; Waivers; ...

Page 347
...limited to the maximum amount that is permissible under applicable lam (mhether federal or state and including, mithout limitation, the Bankruptcs Code).... and the liens and securits interests securing such Obligations and other obligations and liabilities granted bs the Obligors in the Existing ...

Page 348
...obligation is no longer set forth herein or is ... shall be further amended or amended and restated from time to time hereafter; and (h) all Events of Default (as ...) that exist under the Existing Securits Agreement on the date hereof also constitute Events of Default under the express provisions...

Page 349
... ACCESSORIES CORPORATION, a Delamare corporation Bs: /s/ Loriann Shelton Name: Loriann Shelton Title: CFO/Vice President/Treasurer AUDIOVOX ELECTRONICS CORPORATION, a Delamare corporation Bs: /s/ Loriann Shelton Name: Loriann Shelton Title: CFO/Secretars/Treasurer AUDIOVOX CONSUMER ELECTRONICS...

Page 350
...: Chief Financial Officer INVISION AUTOMOTIVE SYSTEMS INC., a Delamare corporation Bs: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: Vice President BATTERIES.COM, LLC, an Indiana limited liabilits compans Bs: /s/ Loriann Shelton Name: Loriann Shelton Title: Secretars KLIPSCH GROUP, INC...

Page 351
... LATIN AMERICA EXPORTS CORP., a Delamare corporation Bs: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: Treasurer KLIPSCH HOLDING LLC, a Delamare limited liabilits compans Bs: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: Vice President/Treasurer KD SALES, LLC, an Indiana limited...

Page 352
...: Vice President AUDIOVOX LATIN AMERICA LTD., a Delamare corporation Bs: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: Vice President AUDIOVOX INTERNATIONAL CORP., a Delamare corporation Bs: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: Vice President AUDIOVOX COMMUNICATIONS CORP...

Page 353
Accepted and agreed to as of the date first above mritten. WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent Bs: Name: Title: 26

Page 354
SCHEDULE 4(a) NAME CHANGES/CHANGES IN CORPORATE STRUCTURE/TRADENAMES On December 1, 2011, Voxx International Corporation merged mith and into Audiovox Corporation under the name Voxx International Corporation. 27

Page 355
...NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS [United States Copsright Office] Ladies and Gentlemen: Please be advised that (a) pursuant to the Securits Agreement dated as of March 14, 2012 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the t Securits...

Page 356
Vers truls sours, [OBLIGOR] Bs: Name: Title: Acknomledged and Accepted: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent Bs: Name: Title: 29

Page 357
Schedule 1 30

Page 358
...] NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS [United States Patent and Trademark Office] Ladies and Gentlemen: Please be advised that (a) pursuant to the Securits Agreement dated as of March 14, 2012 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the...

Page 359
Vers truls sours, [OBLIGOR] Bs: Name: Title: Acknomledged and Accepted: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent Bs: Name: Title: 32

Page 360
Schedule 1 33

Page 361
...NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS [United States Patent and Trademark Office] Ladies and Gentlemen: Please be advised that (a) pursuant to the Securits Agreement dated as of March 14, 2012 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the...

Page 362
Vers truls sours, [OBLIGOR] Bs: Name: Title: Acknomledged and Accepted: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent Bs: Name: Title: 35

Page 363
Schedule 1 36

Page 364
37

Page 365
... RADIO CORP., a Georgia corporation (t ARC"), CODE SYSTEMS, INC. , a Delaware corporation (t CSI"), INVISION AUTOMOTIVE SYSTEMS INC. , a Delaware corporation (t IAS"), BATTERIES.COM, LLC, an Indiana limited liability company (t Batteries"), KLIPSCH GROUP, INC., an Indiana corporation (t Klipsch...

Page 366
... and in whatever form. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter pledge and deliver additional shares of Equity Interests to the Administrative Agent as collateral security for the Credit Party...

Page 367
... Agent may from time to time deem reasonably necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Pledged Collateral as tall personal property" or tall...

Page 368
...new Securities Account is established). 5. Representations and Warranties. Each Pledgor hereby represents and warrants to the Administrative Agent, for the benefit of the Secured...Pledgor has good and indefeasible title to the Pledged Collateral of such Pledgor and will at all times be the legal and ...

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... or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or...

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...partnership or a limited liability company which (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or...

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...part of the Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account...

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circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a tpublic sale" under the UCC, notwithstanding ...

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... shall direct; (vi) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Pledged Collateral of such Pledgor; (vii) to sign and endorse any drafts, assignments, proxies, stock powers, verifications...

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...time...such Pledged Collateral is accorded treatment substantially equal to that which the Administrative Agent accords...to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms...hold as Pledged Collateral such dividends, distributions and interest payments;...

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... the Secured Parties in cash or its equivalent, will be applied in reduction of the Credit Party Obligations in the order set forth in Section 2.11(b) of the Credit Agreement, and each Pledgor irrevocably waives the right to direct the application of such payments and proceeds. 12. Costs of Counsel...

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...payment of all or any part of the Credit Party Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including, without limitation, any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party in defending and enforcing...

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... of the financial accommodations to be provided by the Lenders under the Credit Agreement, for the mutual benefit, directly and indirectly,...limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code...

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... ACCESSORIES CORPORATION, a Delaware corporation By: /s/ Loriann Shelton Name: Loriann Shelton Title: CFO/Vice President/Treasurer AUDIOVOX ELECTRONICS CORPORATION, a Delaware corporation By: /s/ Loriann Shelton Name: Loriann Shelton Title: CFO/Secretary/Treasurer AUDIOVOX CONSUMER ELECTRONICS...

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...: Chief Financial Officer INVISION AUTOMOTIVE SYSTEMS INC., a Delaware corporation By: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: Vice President BATTERIES.COM, LLC, an Indiana limited liability company By: /s/ Loriann Shelton Name: Loriann Shelton Title: Secretary KLIPSCH GROUP, INC...

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... LATIN AMERICA EXPORTS CORP., a Delaware corporation By: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: Treasurer KLIPSCH HOLDING LLC, a Delaware limited liability company By: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: Vice President/Treasurer KD SALES, LLC, an Indiana limited...

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AUDIOVOX WEBSALES LLC, a Delaware limited liability company By: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: Vice President AUDIOVOX LATIN AMERICA LTD., a Delaware corporation By: /s/ Charles M. Stoehr Name: Charles M. Stoehr Title: Vice President AUDIOVOX INTERNATIONAL CORP., a Delaware ...

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Accepted and agreed to as of the date first above written. WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: 18

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SCHEDULE 3.16(e) TO THE CREDIT AGREEMENT PLEDGED EQUITY INTERESTS Pledgor: Name of Subsidiary Number of Shares Certificate Number Percentage Ownership Pledgor: Name of Subsidiary Number of Shares Certificate Number Percentage Ownership [TO BE COMPLETED BY THE BORROWERS] 19

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... of] [all of the membership interests in] [_____], a [_____] [corporation] [limited liability company]: [No. of Shares Certificate No.] and irrevocably appoints _____ its agent and attorney-in-fact to transfer all or any part of such capital stock or equity interest and to take all necessary and...

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...Autiovox Accessories Corp. Autiovox Consumer Electronics, Inc. Autiovox Electronics Corporation American Ratio Corp. Autiovox Venezuela C.A. Autiovox German Holtings GmbH Cote Systems, Inc. Autiovox Canata Limitet Entretenimiento Digital Mexico, S.te C.V Klipsch Holting, LLC Schwaiger GmbH Invision...

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...EUBLIC ACCOUNTING FIRM We have issued our reports dated May 14, 2012 , with respect to the consolidated financial statements, financial statement schedule and internal control over financial reporting included in the Annual Report of Voxx International Corporation (formerly Audiovox Corporation) and...

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...registrant's ability to record, process, summarire and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. May 14, 2012 /s/Patrick M. Lavelle...

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... the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. May 14, 2012 /s/ C. Michael...

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... ACT OF 2002 In connection with the Annual Report of Audiovox Corporation (the "Company") on Form 10-K for the period ended February 29, 2012 (the "Report") as filed with the Securities and Exchange Commission on the date hereof, I, Patrick M. Lavelle, President and Chief Executive Officer of the...

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...2002 In connection with the Annual Report of Audiovox Corporation (the "Company") on Form 10-K for the period ended February 29, 2012 (the "Report") as filed with the Securities and Exchange Commission on the date hereof, I, C. Michael Stoehr, Senior Vice President and Chief Financial Officer of the...

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ASA Electronics, LLC And Subsidiary (A Limited Liabilitm Companm) Consolidated Financial Report 11/30/2011 McGladrem LLP Certified Public Accountants McGladrem LLP is a member firm of RSM International -- an affiliation of separate and independent legal entities. 1

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Contents Report of Independent Registered Public Accounting Firm Consolidated Financial Statements Consolidated balance sheets Consolidated statements of income Consolidated statements of members' equitm Consolidated statements of cash flows Notes to financial statements 1 2 3 4 5 6 McGladrem ...

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... effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant...

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ASA Electronics, LLC and Subsidiary (A Limited Liability Company) Notes to the Financial Statements Consolidated Balance Sheets November 30, 2011 and 2010 2011 2010 ASSETS Current Assets Cash and cash equivalents Available-for-sale securities Trade receivables Inventories Prepaid expenses Total ...

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ASA Electronics, LLC and Subsidiary (A Limited Liability Company) Notes to the Financial Statements Consolidated Statements of Income November 30, 2011, 2010 and 2009 2011 Net sales Cost of goods sold 2010 2009 $ 71,234,236 55,022,015 $ 67,678,360 54,354,915 13,323,445 $ 45,212,490 36,913,...

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ASA Electronics, LLC and Subsidiary (A Limited Liability Company) Notes to the Financial Statements Consolidated Statements of Members' Equity November 30, 2011, 2010 and 2009 2011 Balance, beginning ...,852,688 $ $ 26,135,586 2,457,223 (6,555,020) 22,037,789 See Notes to Financial Statements 4

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...Supplemental disclosures of cash flow information: Cash pamments for interest Supplemental schedule of noncash investing and financing activities: Purchase of equipment financed through increase in accounts pamable $ - $ 2,532 $ - $ - $ - $ 452,370 See Notes to Financial Statements 5

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..., Jensen stereos and speakers, Vomager Observation Smstems, and Advent microwaves, refrigerators and rooftop air conditioners. These high qualitm mobile electronics and appliances are designed and tested in a research and development lab located at the Companm's corporate office in Elkhart, Indiana...

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...maintains its cash accounts in amounts which, at times, mam be in excess of insurance limits provided bm the Federal Deposit Insurance Corporation. Available-for-sale securities: Available-for-sale securities consist of investments in marketable debt securities. Debt securities consist primarilm of...

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...-hand and records a provision for excess and obsolete inventorm based primarilm from selling prices, indications from customers based upon current price negotiations and purchase orders. The Companm's industrm is characterized bm rapid technological change and frequent new product introductions that...

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...equipment manufacturer or its dealers to repair or replace defective products during such warrantm periods at no cost to the consumer. The Companm estimates the costs that mam be incurred under its basic limited warrantm and records a liabilitm in the amount of such costs at the time product revenue...

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ASA Electronics, LLC And Subsidiary (A Limited Liability Company) Notes To Financial Statements The Companm expenses the cost of advertising (including trade shows), as incurred. Advertising costs in the accompanming consolidated statements of income were approximatelm $493,000, $379,000, and $266,...

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ASA Electronics, LLC And Subsidiary (A Limited Liability Company) Notes To Financial Statements unobservable. The standard requires the use of observable market data if such data is available without undue cost and effort. For the mear ended November 30, 2011, the application of valuation ...

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ASA Electronics, LLC And Subsidiary (A Limited Liability Company) Notes To Financial Statements The government bonds contain a put feature which allows the Companm to sell the bonds to a brokerage house at par value on seven dam terms and a floating interest rate which is reset on a periodic basis....

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ASA Electronics, LLC And Subsidiary (A Limited Liability Company) Notes To Financial Statements Note 7. Transactions with Related Parties and Lease Commitments The Companm is affiliated with various entities through common ownership bm Audiovox. Transactions with Audiovox and affiliates and ...

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... fees, in addition to wellness program expenses and Companm contributions to Health Savings Accounts. Note 9. Litigation At times, the Companm has pending legal proceedings. These proceedings are, in the opinion of management, ordinarm routine matters incidental to the normal business...

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...-162569) of our report, dated January 30, 2012, on the consolidated financial statements of AhA Electronics, LLC which is included in the Annual Report on Form 10-K of VOXX International Corporation and hubsidiaries for the year ended February 29, 2012 . /s/ MCGLADREY LLP Elkhart, Indiana May 14...

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