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FIRST AMENDMENT TO
REVOLVING CREDIT AGREEMENT
FIRST AMENDMENT, dated as of December 8, 1998 (the
"Amendment"), to the CREDIT AGREEMENT, dated as of November 30, 1998, among
STANDARD MOTOR PRODUCTS, INC., a New York corporation (the "Borrower"), the
Lenders party thereto, THE CHASE MANHATTAN BANK, as administrative agent (in
such capacity, the "Administrative Agent") for the Lenders and CANADIAN IMPERIAL
BANK OF COMMERCE, as documentation agent (in such capacity, the "Documentation
Agent") for the Lenders
WITNESSETH:
WHEREAS, the Borrower, the Lenders, the Administrative Agent
and the Documentation Agent are parties to that certain Credit Agreement, dated
as of November 30, 1998 (the "Credit Agreement") and
WHEREAS, the Borrower, the Lenders, the Administrative Agent
and the Documentation Agent have agreed to amend the Credit Agreement to, among
other things, effectuate (i) an increase in and reallocation of the aggregate
amount of the Commitments and (ii) the addition of Banco Popular de Puerto Rico
("Banco Popular") as a Lender thereunder;
NOW, THEREFORE, it is agreed:
1. As used herein all terms that are defined in the Credit
Agreement shall have the same meanings herein.
2. The first "Whereas" clause contained in the Credit
Agreement is hereby amended by replacing the dollar amount "$100,000,000"
contained therein with "$110,000,000."
3. Section 1.01 of the Credit Agreement is hereby amended by
replacing the dollar amount "$100,000,000" contained in the definition of
"Commitment" with "$110,000,000."
4. Section 6.17 of the Credit Agreement is hereby amended by
replacing the chart contained therein with the following:
Fiscal Quarter Ending Debt Service Coverage Ratio
------------------------------------------------------------ -------------------------------------
December 31, 1998 1.1 to 1
March 31, 1999 1.1 to 1
June 30, 1999 1.1 to 1
September 30, 1999 through the Maturity Date 1.25 to 1
5. Section 6.19 of the Credit Agreement is hereby amended by
replacing the first
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proviso contained therein with the following:
"provided, that the Borrower may carry forward to the next
following year an amount not to exceed 20% of the entire
amount allowed for Capital Expenditures for such fiscal year;"
6. Schedule 2.01 to the Credit Agreement is hereby replaced in
its entirety by Annex A hereto.
7. Upon the occurrence of the Effective Date (as hereinafter
defined) of this Amendment, (i) Banco Popular shall become a party to the Credit
Agreement as a Lender and shall have the rights and obligations of a Lender
thereunder, and (ii) the respective Commitment of each of the Lenders under the
Credit Agreement shall be in the amount set forth opposite its name on Annex A
hereto, as the same may be reduced from time to time pursuant to Section 2.09 of
the Credit Agreement;
8. Promptly following the occurrence of the Effective Date,
and in accordance with Section 9.04(c) of the Credit Agreement, the
Administrative Agent shall record in the Register the names and addresses of
each Lender and the principal amount equal to such Lender's Commitment reflected
on Annex A hereto.
9. By its execution and delivery hereof, Banco Popular agrees
that any interest, Commitment fees and Letter of Credit fees (pursuant to
Sections 2.12 and 2.13 of the Credit Agreement) that accrued prior to the
Effective Date shall not be payable to Banco Popular and authorizes and directs
the Administrative Agent to deduct such amounts from any interest, Commitment
fees or Letter of Credit fees paid after the date hereof and to pay such amounts
to the other Lenders (it being understood that interest, Commitment fees and
Letter of Credit fees respecting the Commitment of each Lender (including Banco
Popular) which accrue on or after the Effective Date shall be payable to such
Lender in accordance with its Commitment).
10. This Amendment shall not become effective until the date
(the "Effective Date") on which (i) this Amendment shall have been executed by
the Borrower, the Lenders whose consent is required pursuant to Section 9.02(b)
of the Credit Agreement, the Administrative Agent and the Documentation Agent,
the Guarantors shall have acknowledged and agreed to the terms hereof, and the
Administrative Agent shall have received evidence satisfactory to it of such
execution and acknowledgment, and (ii) the Administrative Agent shall have
received all fees and other amounts due and payable on or prior to the Effective
Date, including, to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses required to be reimbursed or paid by the Borrower under
the Credit Agreement or any other Loan Document.
11. The Borrower agrees that its obligations set forth in
Section 9.03 of the Credit Agreement shall extend to the preparation, execution
and delivery of this Amendment.
12. This Amendment shall be limited precisely as written and
shall not be deemed (i) to be a consent granted pursuant to, or a waiver or
modification of, any other term or condition
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of the Credit Agreement or any of the instruments or agreements referred to
therein or (ii) to prejudice any right or rights which the Administrative Agent,
the Documentation Agent or the Lenders may now have or have in the future under
or in connection with the Credit Agreement or any of the instruments or
agreements referred to therein. Whenever the Credit Agreement is referred to in
the Credit Agreement or any of the instruments, agreements or other documents or
papers executed or delivered in connection therewith, such reference shall be
deemed to mean the Credit Agreement as modified by this Amendment.
13. This Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same instrument.
14. This Amendment shall in all respects be construed in
accordance with and governed by the laws of the State of New York applicable to
contracts made and to be performed wholly within such State.
[SIGNATURE ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and the year first above written.
STANDARD MOTOR PRODUCTS, INC.
By _________________________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent
By _________________________________________
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE,
Individually and as Documentation Agent
By _________________________________________
Name:
Title:
BANKBOSTON, N.A.
By _________________________________________
Name:
Title:
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BANK LEUMI USA
By _________________________________________
Name:
Title:
By _________________________________________
Name:
Title:
MARINE MIDLAND BANK
By _________________________________________
Name:
Title:
COMERICA BANK
By _________________________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By _________________________________________
Name:
Title:
BANCO POPULAR DE PUERTO RICO
By _________________________________________
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Name:
Title:
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ACKNOWLEDGMENT OF GUARANTORS
Each of the undersigned hereby acknowledges and agrees to the
terms of, and to the execution, delivery and performance by each of the parties
to, this Amendment, and irrevocably and unconditionally ratifies and confirms
that the Subsidiary Guaranty to which it is a party shall remain in full force
and effect in accordance with its terms.
RENO STANDARD INCORPORATED
By _________________________________________
Name:
Title:
MARDEVCO CREDIT CORP.
By _________________________________________
Name:
Title:
STANRIC, INC.
By _________________________________________
Name:
Title:
INDUSTRIAL & AUTOMOTIVE
ASSOCIATES, INC.
By _________________________________________
Name:
Title:
MARATHON AUTO PARTS AND PRODUCTS, INC.
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By _________________________________________
Name:
Title:
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MOTORTRONICS, INC.
By _________________________________________
Name:
Title:
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ANNEX A
TO
FIRST AMENDMENT
SCHEDULE 2.01
COMMITMENTS
The Chase Manhattan Bank $20,000,000
Canadian Imperial Bank of Commerce 17,000,000
Comerica Bank 15,000,000
Marine Midland Bank 17,000,000
First Union National Bank 15,000,000
BankBoston, N.A. 15,000,000
Bank Leumi USA 5,000,000
Banco Popular de Puerto Rico 6,000,000
