Audiovox 2012 Annual Report Download - page 156

“Administrative Agent” or “Agent” shall have the meaning set forth in the first paragraph of this Agreement and shall include
any successors in such capacity.
“Administrative Questionnaire” shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent.
“Affiliate” shall mean, with respect to a specified Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by, or is under common Control with, the Person specified.
“Aggregate U.S. Revolving Exposure” shall mean, at any time, the sum of the U.S. Revolving Credit Exposures of all U.S.
Revolving Lenders at such time.
“Agreement” or “Credit Agreement” shall mean this Amended and Restated Credit Agreement, as amended, modified,
extended, restated, amended and restated, replaced, or supplemented from time to time in accordance with its terms.
“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such
day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the sum of (i) LIBOR (as determined pursuant to
the definition of LIBOR), for an Interest Period of one (1) month commencing on such day plus (ii) 1.00%, in each instance as of such
date of determination. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive in the
absence of manifest error) (A) that it is unable to ascertain the Federal Funds Effective Rate, for any reason, including the inability or
failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms above or (B) that the Prime Rate or
LIBOR no longer accurately reflects an accurate determination of the prevailing Prime Rate or LIBOR, the Administrative Agent may
select a reasonably comparable index or source to use as the basis for the Alternate Base Rate, until the circumstances giving rise to such
inability no longer exist. Any change in the Alternate Base Rate due to a change in any of the foregoing will become effective on the
effective date of such change in the Federal Funds Rate, the Prime Rate or LIBOR for an Interest Period of one (1) month.
Notwithstanding anything contained herein to the contrary, to the extent that the provisions of Section 2.13 shall be in effect in
determining LIBOR pursuant to clause (c) hereof, the Alternate Base Rate shall be the greater of (i) the Prime Rate in effect on such
day and (ii) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%.
“Alternate Base Rate Loans” shall mean Loans that bear 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
(based on the Total Leverage Ratio), it being understood that the Applicable Margin for (a) Revolving Loans that are Alternate Base Rate
Loans shall be the percentage set forth under the column “Base Rate Margin”, (b) Revolving Loans that are LIBOR Rate Loans shall be
the percentage set forth under the column “LIBOR Margin & L/C Fee”, (c) that portion of the Term Loan comprised of Alternate Base
Rate Loans shall be the percentage set forth under the column “Base Rate Margin”, (d) that portion of the Term Loan comprised of
LIBOR Rate Loans shall be the percentage set forth under the column “LIBOR Margin & L/C Fee”, (e) the Letter of Credit Fee shall
be the percentage set forth under the column “LIBOR Margin & L/C Fee”, and (f) the Commitment Fee shall be the percentage set
forth under the column “Commitment Fee”:
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