0000899681-01-500216 Sample Contracts

FIRST AMENDMENT AND CONSENT
Recoton Corp • August 14th, 2001 • Electronic components, nec • New York

FIRST AMENDMENT AND CONSENT dated as of July 3, 2001 (this "Agreement") to the Credit Agreement, dated of October 31, 2000 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among RECOTON CORPORATION, a New York corporation ("Recoton"), INTERACT ACCESSORIES, INC., a Delaware corporation ("InterAct"), RECOTON AUDIO CORPORATION, a Delaware corporation ("Audio"), AAMP OF FLORIDA, INC., a Florida corporation ("AAMP"), and RECOTON HOME AUDIO, INC., a California corporation ("RHAI" and together with Recoton, InterAct, Audio, AAMP and RHAI, collectively, the "Borrowers"), the Guarantors identified therein, and the lenders from time to time a party thereto (the "Lenders"), and THE CHASE MANHATTAN BANK, a New York banking corporation, as Administrative Agent to the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used herein and not otherwise defined herein shall have the meaning set forth in the Credit Agreement.

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CONSENT AND AMENDMENT NO. 3 TO THE LOAN AGREEMENT, AMENDMENT NO. 2 TO THE SECURITY AGREEMENT AND AMENDMENT NO. 1 TO THE PLEDGE AGREEMENT
The Pledge Agreement • August 14th, 2001 • Recoton Corp • Electronic components, nec • New York

CONSENT AND AMENDMENT NO. 3 TO THE LOAN AGREEMENT, AMENDMENT NO. 2 TO THE SECURITY AGREEMENT AND AMENDMENT NO. 1 TO THE PLEDGE AGREEMENT dated as of July 3, 2001 (this "Agreement") among RECOTON CORPORATION, a New York corporation ("Recoton"), INTERACT ACCESSORIES, INC., a Delaware corporation ("InterAct"), RECOTON AUDIO CORPORATION, a Delaware corporation ("Audio"), AAMP OF FLORIDA, INC., a Florida corporation ("AAMP"), and RECOTON HOME AUDIO, INC., a California corporation ("RHAI" and together with Recoton, InterAct, Audio, AAMP and RHAI, collectively, the "Borrowers"), the Guarantors, the Lenders, HELLER FINANCIAL, INC., a Delaware corporation, for itself as a Lender and as Administrative Agent and as Senior Agent and GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation for itself as a Lender and as Collateral Agent and as Syndication Agent. The Administrative Agent, Senior Agent and the Collateral Agent are sometimes referred to herein as the "Agents". Capitalized terms use

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Agreement • August 14th, 2001 • Recoton Corp • Electronic components, nec • Hong Kong

AGREEMENT made as of August 31, 1995 as amended and restated as of January 1, 2001 between STD Holding Limited; a Hong Kong corporation (the "Corporation"), and Stephen Chu (the "Employee").

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