CREDIT AGREEMENT by and among AUDIOVOX ACCESSORIES CORP. AUDIOVOX ELECTRONICS CORPORATION AUDIOVOX CONSUMER ELECTRONICS, INC. AMERICAN RADIO CORP. CODE SYSTEMS, INC. INVISION AUTOMOTIVE SYSTEMS, INC. KLIPSCH GROUP, INC. BATTERIES.COM, LLC as...Credit Agreement • May 16th, 2011 • Audiovox Corp • Wholesale-electronic parts & equipment, nec • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of March 1, 2011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), AUDIOVOX ACCESSORIES CORP., a Delaware corporation (“ACC”), AUDIOVOX ELECTRONICS CORPORATION, a Delaware corporation (“AEC”), AUDIOVOX CONSUMER ELECTRONICS, INC., a Delaware corporation (“ACEI”), AMERICAN RADIO CORP., a Georgia corporation (“ARC”), CODE SYSTEMS, INC., a Delaware corporation (“CSI”), INVISION AUTOMOTIVE SYSTEMS, INC., a Delaware corporation (“IAS”), BATTERIES.COM, LLC, an Indiana limited liability company and KLIPSCH GROUP, INC., an Indiana corporation (“Klipsch”, together
EMPLOYMENT AGREEMENTEmployment Agreement • May 16th, 2011 • Audiovox Corp • Wholesale-electronic parts & equipment, nec • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of February 3, 2011, by and between KLIPSCH GROUP, INC., an Indiana corporation, and FRED S. KLIPSCH, an individual (the “Executive”).
SECURITY AGREEMENTSecurity Agreement • May 16th, 2011 • Audiovox Corp • Wholesale-electronic parts & equipment, nec • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of March 1, 2011, among the Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
ESCROW AGREEMENTEscrow Agreement • May 16th, 2011 • Audiovox Corp • Wholesale-electronic parts & equipment, nec • Delaware
THIS ESCROW AGREEMENT (the “Escrow Agreement”) is made as of February 28, 2011, by and among Soundtech LLC, a Delaware limited liability company (“Buyer”), Audiovox Corporation, a Delaware corporation (“Parent”), Fred S. Klipsch, as Sellers' Representative (Mr. Klipsch or any successor representative designated pursuant to the Purchase Agreement (as defined below), “Sellers' Representative” and together with Buyer and Parent are sometimes referred to individually in this Escrow Agreement as a “Party” or collectively as the “Parties”), and JPMorgan Chase Bank, N.A., a national banking association, as escrow agent hereunder (“Escrow Agent”).
STOCK PURCHASE AGREEMENT by and among SOUNDTECH LLC (“Buyer”), AUDIOVOX CORPORATION (“Parent”), Klipsch Group, Inc., and THE SHAREHOLDERS OF KLIPSCH GROUP, INC. (“Sellers”) and is joined in by FRED S. KLIPSCH in his capacity as Sellers' Representative...Stock Purchase Agreement • May 16th, 2011 • Audiovox Corp • Wholesale-electronic parts & equipment, nec • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of February 3, 2011, by and among Soundtech LLC, a Delaware limited liability company (“Buyer”), Audiovox Corporation, a Delaware corporation (“Parent”), Klipsch Group, Inc., an Indiana corporation (the “Company”), and each shareholder (each a “Seller” and collectively “Sellers”) of the Company. This Agreement is joined in by Fred S. Klipsch in his capacity as Sellers' Representative. Buyer, Parent and each Seller are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.” Other capitalized terms used in this Agreement and not otherwise defined are defined in Article 8.
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 16th, 2011 • Audiovox Corp • Wholesale-electronic parts & equipment, nec
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (the “Amendment”) is made as of February 28, 2011 to amend in certain respects that certain Stock Purchase Agreement (the “Agreement”) entered into on February 3, 2011 by and among Soundtech LLC, a Delaware limited liability company (“Buyer”), Audiovox Corporation, a Delaware corporation (“Parent”), Klipsch Group, Inc., an Indiana corporation (the “Company”), each shareholder (each a “Seller” and collectively “Sellers”) of the Company and Fred S. Klipsch in his capacity as Sellers' Representative. Capitalized terms not defined in this Amendment shall have the respective meanings given to them in the Agreement.
