Audiovox 2012 Annual Report Download - page 178

“Letter of Credit” shall mean (a) any standby or commercial letter of credit issued by the Issuing Lender pursuant to the terms
hereof, as such letter of credit may be amended, modified, restated, extended, renewed, increased, replaced or supplemented from time
to time in accordance with the terms of this Agreement and (b) any Existing Letter of Credit, in each case as such letter of credit may be
amended, modified, extended, renewed or replaced from time to time in accordance with the terms of this Agreement.
“Letter of Credit Facing Fee” shall have the meaning set forth in Section 2.5(c).
“Letter of Credit Fee” shall have the meaning set forth in Section 2.5(b).
“LIBOR” shall mean, for any LIBOR Rate Loan for any Interest Period therefor, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBOR01 Page (or any successor page) and, in the case of a Foreign
Currency, the appropriate page of the Reuters Screen which displays British Bankers Association Interest Settlement Rates for deposits
in such Foreign Currency, as the London interbank offered rate for deposits in Dollars or such Foreign Currency at approximately
11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period for a term comparable to such Interest
Period. If for any reason such rate is not available, then “LIBOR” shall mean the rate per annum at which, as determined by the
Administrative Agent in accordance with its customary practices, Dollars or such Foreign Currency in an amount comparable to the
Loans then requested are being offered to leading banks at approximately 11:00 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 Euros, for any Interest
Period, “LIBOR” shall mean the rate equal to the sum of (A) the rate determined in accordance with the foregoing terms of this
definition plus (B) any Mandatory Cost for such Interest Period.
“LIBOR Lending Office” shall mean, initially, the office(s) of each Lender designated as such Lender's LIBOR Lending Office
in such Lender's Administrative Questionnaire (including any office designated as its LIBOR Lending Office for Foreign Currency
Revolving Loans); and thereafter, such other office of such Lender as such Lender may from time to time specify to the Administrative
Agent and the Company as the office of such Lender at which the LIBOR Rate Loans of such Lender are to be made.
“LIBOR Rate” shall mean a LIBOR rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%)
determined by the Administrative Agent in accordance with the definition of “LIBOR”.
“LIBOR Rate Loan” shall mean Loans the rate of interest applicable to which is based on the LIBOR Rate. LIBOR Rate Loans
may be denominated in Dollars or a Foreign Currency.
“LIBOR Tranche” shall mean the collective reference to LIBOR Rate Loans whose Interest Periods begin and end on the same
day.
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