Audiovox 2012 Annual Report Download - page 154

, dated as of March 14, 2012, is by and among 
, a Delaware corporation (the “Company”), 
, a Delaware corporation (“ACC”), , a Delaware
corporation (“AEC”),  , a Delaware corporation (“ACEI”), 
, a Georgia corporation (“ARC”), , a Delaware corporation (“CSI”), 
, a Delaware corporation (“IAS”), , an Indiana limited liability
company (“Batteries”), , an Indiana corporation (“Klipsch”, and together with the Company, ACC, AEC,
ACEI, ARC, CSI, IAS and Batteries, each, a “Domestic Borrower” and collectively, the “Domestic Borrowers”), 
, a Gesellschaft mit beschränkter Haftung under the laws of the Federal Republic of
Germany (the “Foreign Borrower”, and together with the Domestic Borrowers, each a “ Borrower” and collectively the “Borrowers”),
the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined) and 
, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the
“Administrative Agent”).

 the Domestic Borrowers entered into that certain Credit Agreement, dated as of March 1, 2011 (as amended,
modified or supplemented prior to the date hereof, the “ Existing Credit Agreement”), by and among the Domestic Borrowers, certain
domestic and foreign subsidiaries of the Domestic Borrowers, as guarantors, the lenders from time to time party thereto, and Wells
Fargo Capital Finance, LLC, a Delaware limited liability company (which is an affiliate of the Administrative Agent), as agent for the
lenders thereunder, pursuant to which the lenders thereunder made loans and other financial accommodations to the Domestic
Borrowers in an aggregate amount of up to $175,000,000, as more particularly described therein;
, the Domestic Borrowers party to the Existing Credit Agreement desire to amend and restate the Existing Credit
Agreement for purposes of adding the Foreign Borrower and certain of its Subsidiaries as Credit Parties, amending certain other
provisions agreed upon by the parties hereto and obtaining loans and other financial accommodations in an aggregate amount of up to
$205,000,000;
, Wells Fargo Capital Finance, LLC has resigned as agent under the Existing Credit Agreement, and the Borrowers
and the Lenders party hereto wish to appoint Wells Fargo Bank, National Association as the successor Administrative Agent; and
, the Lenders have agreed to amend and restate the Existing Credit Agreement and make such loans and other
financial accommodations to the Credit Parties, in each case on the terms and conditions contained herein.
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