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SECOND AMENDMENT TO
REVOLVING CREDIT AGREEMENT
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SECOND AMENDMENT, dated as of July 16, 1999 (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.
W I T N E S S E T H;
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, as amended by that certain First Amendment to Revolving
Credit Agreement, dated as of December 8, 1999 (as the same may be further
amended, modified or supplemented from time to time, the "Credit Agreement");
and
WHEREAS, the Borrower, the Lenders, the Administrative Agent and the
Documentation Agent have agreed to amend the Credit Agreement subject to and
upon the conditions set forth herein;
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. Section 6.01 of the Credit Agreement is hereby amended (i) by deleting
the word "and" at the end of subsection (m) thereof, (ii) by deleting the period
at the end of subsection (n) thereof and inserting in lieu thereof a semicolon
and the word "and", and (iii) by inserting the following new subsection "(o)" at
the end thereof:
"(o) subordinated Indebtedness of the Borrower, in an aggregate amount
not to exceed $86,250,000, pursuant to the Borrower's Convertible
Subordinated Debentures due 2009."
3. Section 6.06(a) of the Credit Agreement is hereby amended by deleting
the amount "$4,500,000" appearing in subsection (ii) thereof and inserting in
lieu thereof the amount "$5,000,000".
4. Section 6.06(b) of the Credit Agreement is hereby amended (i) by
deleting the word "and" at the end of subsection (iii) thereof, (ii) by deleting
the period at the end of subsection (iv) thereof and inserting in lieu thereof a
semicolon and the word "and", and (iii) by inserting the following new
subsection "(v)" at the end thereof.
"(v) prepayment of the Note Agreement Indebtedness from the proceeds
of the subordinated Indebtedness permitted by
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Section 6.01(o)."
5. This Amendment shall not become effective until the date (the "Effective
Date") on which (i) this Amendment shall have been executed by the Borrower,
Lenders representing the Required Lenders, 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.
6. 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.
7. 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 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.
8. 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.
9. 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 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:
BANK LEUMI USA
By
Name:
Title:
By
Name:
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Title:
HSBC USA
By
Name:
Title:
COMERICA BANK
By
Name:
Title:
FIRST UNION NATIONAL BANK
By
Name:
Title:
BANCO POPULAR NORTH AMERICA
By
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.
By
Name:
Title:
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MOTORTRONICS, INC.
By
Name:
Title:
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