EXHIBIT 10.12
AMENDMENT
NO. 2
TO
AMENDED AND RESTATED
CREDIT AGREEMENT
This AMENDMENT (this "Amendment") is entered into as of this 11th day
of March, 2004 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"), the other Credit Parties signatory to the Credit Agreement (as
herein defined), lenders who are party to the Credit Agreement ("Lenders"),
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as
Agent for Lenders ("Agent"), BANK OF AMERICA, N.A., for itself, as Lender, and
as Syndication Agent, and GMAC COMMERCIAL FINANCE LLC (as successor by merger to
GMAC Commercial Credit LLC), for itself, as Lender, and as Documentation Agent.
WHEREAS, pursuant to that certain Amended and Restated Credit Agreement
dated as of February 7, 2003, by and among Borrowers, Credit Parties, Agent,
Syndication Agent, Documentation Agent and Lenders (including all annexes,
exhibits and schedules thereto, as from time to time amended, restated,
supplemented or otherwise modified, the "Credit Agreement"), Lenders have made
Loans to, and incurred Letter of Credit Obligations on behalf of Borrowers; and
WHEREAS, SMP has informed Agent of its desire to incur Restructuring
Charges beyond the first Fiscal Quarter of 2004; and
WHEREAS, Borrowers have requested that Agent and Lenders make certain
amendments to the Loan Agreement to reflect the incurrence of Restructuring
Charges during Fiscal Year 2004, and Agent and Lenders are willing to do so on
the terms and conditions hereafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in furtherance of the
Borrowers' duties to give further assurances to the Agent and Lenders pursuant
to the terms of the Credit Agreement, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms not otherwise defined herein shall
have the meanings given to them in the Credit Agreement.
2. AMENDMENTS TO CREDIT AGREEMENT. Subject to satisfaction of the
conditions precedent set forth in Section 3 below, the Credit Agreement is
hereby amended as follows:
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(a) Annex A of the Credit Agreement is hereby amended as follows:
(i) the following defined term is amended in its entirety to provide
as follows:
"RESTRUCTURING CHARGES" means expenses incurred on the income
statements of SMP during Fiscal Year 2003 and Fiscal Year 2004
associated with the integration of the operations being acquired
pursuant to the Acquisition and specifically identified on the
projections delivered on January 28, 2003 by SMP.
(ii) The last sentence of the defined term "EBITDA" is amended in its
entirety to provide as follows:
"The amount of Restructuring Charges shall not exceed $3,000,000
for the three month period ending June 30, 2003, $7,000,000 for
the six month period ending September 30, 2003, $10,000,000 for
the nine month period ending December 31, 2003 and $11,000,000
for the twenty-one month period ending December 31, 2004."
(b) Annex I of the Credit Agreement is hereby amended by amending (A)
in its entirety to provide as follows:
"(A) If to Agent or GE Capital, at
General Electric Capital Corporation
000 Xxxxxxx Xxxxx - 0xx Xxxxx
Xxxxxxx, XX 00000
Attention: Account Manager - Standard Motor Products, Inc.
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
with copies to:
Xxxx & Hessen, LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxx, Esq.
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
AND
General Electric Capital Corporation
000 Xxxxxxx Xxxxx - 0xx Xxxxx
Xxxxxxx, XX 00000
Attention: Corporate Counsel - Commercial Finance
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000"
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3. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective as of
the date upon which Agent shall have received ten (10) copies of this Amendment
executed by Borrowers, Requisite Lenders and each of the Guarantors.
4. REPRESENTATIONS AND WARRANTIES. Borrowers hereby represent and warrant
as follows:
(a) This Amendment and the Credit Agreement, as amended hereby,
constitute legal, valid and binding obligations of Borrowers and are
enforceable against Borrowers in accordance with their respective terms.
(b) Upon the effectiveness of this Amendment, each Borrower hereby
reaffirms all covenants, representations and warranties made in the Credit
Agreement as amended hereby and agree that all such covenants,
representations and warranties shall be deemed to have been remade as of
the effective date of this Amendment.
(c) No Event of Default or Default has occurred and is continuing or
would exist after giving effect to this Amendment.
(d) Borrowers have no defense, counterclaim or offset with respect to
the Credit Agreement.
5. NO WAIVER. The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of Agent or any
Lender, nor constitute a waiver of any provision of the Credit Agreement, or any
other documents, instruments or agreements executed and/or delivered under or in
connection therewith.
6. EFFECT ON THE CREDIT AGREEMENT. All references in the Credit Agreement
and the other Loan Documents to the Credit Agreement shall be deemed to refer to
the Credit Agreement as amended hereby.
7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK (WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW RULES).
8. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
9. COUNTERPARTS; FACSIMILE. This Amendment may be executed in any number of
several counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. Any signature delivered
by a party by facsimile transmission shall be deemed to be an original signature
hereto.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed and delivered by its duly authorized officer as of the
date first set forth above.
STANDARD MOTOR PRODUCTS, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
STANRIC, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
MARDEVCO CREDIT CORP.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
GENERAL ELECTRIC CAPITAL
CORPORATION,
as Agent and Lender
By:
-----------------------------------
Name:
----------------------------------
Title:
---------------------------------
(Signatures continued on next page)
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GMAC COMMERCIAL FINANCE LLC
(as successor by merger to
GMAC COMMERCIAL CREDIT
LLC), as Documentation
Agent and Lender
By:
--------------------------------------
Name:
-------------------------------------
Title:
-----------------------------------
BANK OF AMERICA, N.A.,
as Syndication Agent and Lender
By:
--------------------------------------
Name:
-------------------------------------
Title:
-----------------------------------
TRANSAMERICA BUSINESS CAPITAL CORPORATION,
as Lender
By:
--------------------------------------
Name:
-------------------------------------
Title:
-----------------------------------
CONGRESS FINANCIAL CORPORATION,
as Lender
By:
--------------------------------------
Name:
-------------------------------------
Title:
-----------------------------------
(Signatures continued on next page)
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XX XXXXXX XXXXX BANK
as Lender
By:
---------------------------------
Name:
--------------------------------
Title:
------------------------------
HSBC BANK USA,
as Lender
By:
---------------------------------
Name:
--------------------------------
Title:
------------------------------
FOOTHILL CAPITAL CORPORATION,
as Lender
By:
---------------------------------
Name:
--------------------------------
Title:
------------------------------
XXXXXXX XXXXX CAPITAL, a Division of XXXXXXX XXXXX BUSINESS
FINANCIAL SERVICES INC.,
as Lender
By:
----------------------------------
Name:
---------------------------------
Title:
-------------------------------
(Signatures continued on next page)
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CONSENTED TO:
SMP MOTOR PRODUCTS LTD.
By:
-----------------------------------------
Name:
----------------------------------------
Title:
------------------------------------
EAGLEMOTIVE CORPORATION
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
MARATHON AUTO PARTS & PRODUCTS, INC.
By:
---------------------------------------
Name:
---------------------------------------
Title:
---------------------------------------
MOTORTRONICS, INC.
By:
----------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
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