Item 1.01 Entry into a Material Definitive Agreement.

VOXX International Corporation (the "Company") entered into Amendment No. 10 to the Second Amended and Restated Credit Agreement, which was dated as of February 15, 2023 (the "Amendment No. 10"), by and among the Company, the Borrowers, the other Guarantors, the Lenders party thereto, and Wells Fargo Bank, National Association, as agent on behalf of the Lenders under the Credit Agreement.

Pursuant to Amendment No. 10, the commitment of the Lenders to make LIBOR Rate Loans, continue LIBOR Rate Loans, or convert Base Rate Loans to LIBOR Rate Loans was cancelled and automatically converted to SOFR Loans. Accordingly, certain provisions and definitions of the Credit Agreement have been amended to change the reference rate from LIBOR to SOFR.

Amendment No. 10 also increased the Maximum Credit and Maximum Revolver Amount of $140,000,000 to $165,000,000 and an Unused Line Fee equal to a sixty-fifth of one percent (0.65%) per annum. The unused line fee was amended to 0.50% for Average Revolver Usage greater than or equal to 40% of the Maximum Revolver Amount and 0.625% for Average Revolver Usage less than 40% of the Maximum Revolver Amount.

Amendment No. 10 also increased the Real Property Availability by reappraising the valuation of the Real Property. Amendment No. 10 stipulates an Advance Rate of 60% of the appraised Fair Market Value of the eligible Real Estate with total Real Property Availability not to exceed $22,000,000. Amendment No. 10 also added the Company's Intellectual Property as Collateral with Aggregate Availability from Eligible Intellectual Property at the lesser of 25% of the appraised fair market value of the Eligible Intellectual Property or $15,000,000. Amendment No. 10 also increased the aggregate principal amount of Revolver Usage based on eligible In-Transit Inventory to $30,000,000. Amendment No. 10 also increased Restricted Junior Payments for the purpose of Company stock repurchases from $20,000,000 to $50,000,000. The Amendment Fee was $300,000.

The above description of Amendment No. 10 does not purport to be a complete statement of the parties' rights and obligations under Amendment No. 10 and is qualified in its entirety by reference to Amendment No. 10 which is filed herewith as Exhibit 10.1.

The information furnished under Item 1.01, including Exhibits 10.1, shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures required by this Item 2.03 are combined in Item 1.01 above and are incorporated as if fully restated herein.

Item 9.01 Financial Statements and Exhibits.



Exhibit No.    Description
10.1             Amendment No. 10 to Second Amended and Restated Credit Agreement,
               dated as of February 15, 2023, by and among VOXX International
               Corporation and the Borrowers, the other Guarantors, the Lenders
               party thereto, and Wells Fargo Bank, National Association, as agent
               on behalf of the Lenders under the Credit Agreement (filed
               herewith).
104            Cover Page Interactive Data File (formatted as inline XBRL and
               contained in Exhibit 101).

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