Standard Motor Products Inc Sample Contracts

BACKGROUND
Credit Agreement • December 22nd, 2008 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies • New York
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FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND LIMITED WAIVER
Revolving Credit Agreement • March 30th, 2000 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies
INDENTURE
Standard Motor Products Inc • May 6th, 2009 • Miscellaneous electrical machinery, equipment & supplies • New York
UNDERWRITING AGREEMENT
Underwriting Agreement • July 20th, 1999 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies • New York
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 10th, 2003 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies • Ohio
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 12th, 2009 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies • New York
JOINT FILING AGREEMENT
Joint Filing Agreement • February 25th, 2005 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies

The undersigned hereby agree that the statement on Schedule 13D with respect to the shares of common stock of Standard Motor Products, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby further agree that this Joint Filing Agreement be included as an exhibit to such statement and any such amendment. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

FORM OF
Standard Motor Products Inc • February 13th, 2003 • Miscellaneous electrical machinery, equipment & supplies • New York
EXHIBIT E-1 CREDIT AGREEMENT
Credit Agreement • March 31st, 1999 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 20, 2007
Credit Agreement • March 21st, 2007 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies • New York
2- 4 Standard Motor Products, Inc. Note Agreement
Note Agreement • July 9th, 1999 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies • New York
INDENTURE
Standard Motor Products Inc • March 20th, 2009 • Miscellaneous electrical machinery, equipment & supplies • New York
BETWEEN
Purchase and Sale Agreement • March 14th, 2008 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies • New York
TABLE OF CONTENTS
Rights Agreement • March 1st, 1996 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies • New York
AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT
Severance Compensation Agreement • March 12th, 2009 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies • New York
BACKGROUND
Credit Agreement • May 4th, 2009 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies • New York
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST OF
Standard Motor Products Inc • July 20th, 1999 • Miscellaneous electrical machinery, equipment & supplies • New York
among
Credit Agreement • January 3rd, 2006 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies • Ontario
AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 20th, 2013 • Standard Motor Products Inc • Motor vehicle parts & accessories • New York
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R E C I T A L S ---------------
Override and Amendment Agreement • April 13th, 1998 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies • New York
AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT
Severance Compensation Agreement • March 9th, 2011 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies • New York

This AMENDMENT (this “Amendment”) is entered into as of this 8th day of March, 2011 by and between STANDARD MOTOR PRODUCTS, INC. (the “Corporation”), and JAMES J. BURKE.

AMENDMENT NO. 8 TO CREDIT AGREEMENT
Credit Agreement • May 20th, 2013 • Standard Motor Products Inc • Motor vehicle parts & accessories • Ontario

THIS AMENDMENT NO. 8 (this “Amendment No. 8”) is entered into as of May 16, 2013, by and among SMP MOTOR PRODUCTS LTD., a corporation amalgamated under the laws of Canada (“Borrower”), STANDARD MOTOR PRODUCTS, INC., a New York corporation (“SMP” and together with Borrower, each individually a “Credit Party”, and collectively, “Credit Parties”), HSBC BANK CANADA (“HSBC”), the lenders who are party from time to time to the Credit Agreement including HSBC (“Lenders”), GE CANADA FINANCE HOLDING COMPANY, a Nova Scotia unlimited liability company, for itself, as Lender, and in its capacity as agent for the Lenders (“Agent”), and GE CAPITAL MARKETS, INC., as Lead Arranger and Bookrunner.

EXHIBIT 10.27
Standard Motor Products Inc • April 1st, 2002 • Miscellaneous electrical machinery, equipment & supplies • New York
Underwriting Agreement
Underwriting Agreement • November 4th, 2009 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies • New York

Standard Motor Products, Inc., a New York corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 450,000 additional shares (the “Optional Shares”) of Common Stock, par value $2.00 per share (“Stock”), of the Company (the Firm Shares, and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2(b) hereof, being collectively called the “Shares”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 13th, 2018 • Standard Motor Products, Inc. • Motor vehicle parts & accessories • New York

Notwithstanding the foregoing amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan of a Class or a CDOR Loan of a Class, except (a) on the expiration date of the Interest Period applicable thereto or (b) in the event, and only to the extent, that there are no outstanding ABR Loans or Canadian Prime Rate Loans of the same Class and, in any such event, the applicable Borrowers shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. For greater ce

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 26th, 2011 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies • New York

This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of this 22nd day of September, 2011 by and among STANDARD MOTOR PRODUCTS, INC., a New York corporation (“SMP”) and STANRIC, INC., a Delaware corporation (“SI” and SMP are sometimes collectively referred to herein as “Borrowers” and individually as a “Borrower”), SMP MOTOR PRODUCTS, LTD., a corporation amalgamated under the laws of Canada (“SMP Canada” and together with Borrowers, each a “Credit Party”, and collectively, “Credit Parties”), the lenders who are party to the Credit Agreement (defined below) (“Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, for itself, as Lender, and in its capacity as Agent for Lenders (“Agent”), BANK OF AMERICA, N.A., for itself, as Lender and as a Co-Syndication Agent, WELLS FARGO CAPITAL FINANCE, LLC, for itself, as Lender and as a Co-Syndication Agent, and JPMORGAN CHASE BANK, N. A., for itself, as a Lender and as Documenta

AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 18th, 2015 • Standard Motor Products Inc • Motor vehicle parts & accessories • New York

This AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of this 12th day of June, 2015 by and among STANDARD MOTOR PRODUCTS, INC., a New York corporation (“Borrower”), SMP MOTOR PRODUCTS, LTD., a corporation amalgamated under the laws of Canada (“SMP Canada” and together with Borrower, each a “Credit Party”, and collectively, “Credit Parties”), the lenders who are party to the Credit Agreement (defined below) (“Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, for itself, as Lender, and in its capacity as Agent for Lenders (“Agent”), BANK OF AMERICA, N.A., for itself, as Lender and as a Co-Syndication Agent, WELLS FARGO CAPITAL FINANCE, LLC, for itself, as Lender and as a Co-Syndication Agent, and JPMORGAN CHASE BANK, N. A., for itself, as a Lender and as Documentation Agent.

CONSENT AND AMENDMENT NO. 7 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 21st, 2010 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies • New York

This CONSENT AND AMENDMENT NO. 7 (this “Amendment”) is entered into as of this ____ day of November, 2009 by and among STANDARD MOTOR PRODUCTS, INC., a New York corporation (“SMP”), STANRIC, INC., a Delaware corporation (“SI”), MARDEVCO CREDIT CORP., a New York corporation (“MCC”) (SMP, SI and MCC are sometimes collectively referred to herein as “Borrowers” and individually as a “Borrower”), SMP MOTOR PRODUCTS, LTD., a corporation amalgamated under the laws of Canada (“SMP Canada” and together with Borrowers, each a “Credit Party”, and collectively, “Credit Parties”), lenders who are party to the Credit Agreement (“Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, for itself, as Lender, and in its capacity as Agent for Lenders (“Agent”), BANK OF AMERICA, N.A., for itself, as Lender and as a Co-Syndication Agent, WACHOVIA BANK, N.A., for itself, as Lender and as a Co-Syndication Agent, and JP MORGAN CHASE BANK, N. A., for itself, as a Lender and as Documentation A

AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 8th, 2013 • Standard Motor Products Inc • Motor vehicle parts & accessories • New York

This AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of this 22 day of February, 2013 by and among STANDARD MOTOR PRODUCTS, INC., a New York corporation (“Borrower”), SMP MOTOR PRODUCTS, LTD., a corporation amalgamated under the laws of Canada (“SMP Canada” and together with Borrower, each a “Credit Party”, and collectively, “Credit Parties”), the lenders who are party to the Credit Agreement (defined below) (“Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, for itself, as Lender, and in its capacity as Agent for Lenders (“Agent”), BANK OF AMERICA, N.A., for itself, as Lender and as a Co-Syndication Agent, WELLS FARGO CAPITAL FINANCE, LLC, for itself, as Lender and as a Co-Syndication Agent, and JPMORGAN CHASE BANK, N. A., for itself, as a Lender and as Documentation Agent.

STANDARD MOTOR PRODUCTS, INC. CONSULTING AGREEMENT
Consulting Agreement • May 4th, 2018 • Standard Motor Products Inc • Motor vehicle parts & accessories • New York
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