THIRD AMENDMENT TO
REVOLVING CREDIT AGREEMENT
THIRD AMENDMENT, dated as of October 18, 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, 1998 and that certain Second Amendment
to Revolving Credit Agreement, dated as of July 16, 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 6.04(g) of the Credit Agreement is hereby amended
in its entirety to read as follows:
"(g) acquisitions of the Capital Stock or assets
of other Persons in an amount not in excess of $40,000,000
in the aggregate during the period from and after October
18, 1999 through the Maturity Date, PROVIDED, that promptly
following the execution of definitive purchase
documentation regarding any such acquisition the purchase
price of which is in excess of $10,000,000, the Borrower
shall deliver to the Lenders a brief description and
financial overview, in such detail as may be reasonably
acceptable to the Lenders, of such acquisition
transaction;"
3. 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 and the Administrative
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.
4. 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.
5. 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.
6. 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.
7. 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]
2
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: /S/ XXXXX XXXXXX
---------------------------
Name: Xxxxx Xxxxxx
Title: Treasurer
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent
BY: /S/ XXXX X. XXXX
---------------------------
Name: Xxxx X. Xxxx
Title: Vice President
CANADIAN IMPERIAL BANK OF
COMMERCE
Individually and as Administrative Agent
BY: /S/ W. A. XXXXXX
---------------------------
Name: W. A. Xxxxxx
Title: Director, Commercial Banking
BANKBOSTON, N.A.
By /S/ XXXXXX X. XXXXXX
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
BANK LEUMI USA
BY: /S/ XXXX XXXXXX
------------------------------------
Name: Xxxx Xxxxxx
Title: Assistant Vice President
BY: /S/ J. P. REFFER
------------------------------------
Name: J. P. Reffer
Title: Senior Vice President
HSBC USA
BY: /S/ XXXXXX XXXXXXX
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
COMERICA BANK
BY: /S/ XXXXXX X. XXXXXXX 10/18/99
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Account Officer
FIRST UNION NATIONAL BANK
BY:
-----------------------------------
Name:
Title:
BANCO POPULAR NORTH AMERICA
BY: -----------------------------------
Name:
Title:
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: /S/ XXXXX XXXXXX
----------------------
Name: Xxxxx Xxxxxx
Title: Treasurer
MARDEVCO CREDIT CORP.
BY: /S/ XXXXX XXXXXX
----------------------
Name: Xxxxx Xxxxxx
Title: Treasurer
STANRIC, INC.
BY: /S/ XXXXX XXXXXX
----------------------
Name: Xxxxx Xxxxxx
Title: Treasurer
INDUSTRIAL & AUTOMOTIVE
ASSOCIATES, INC.
BY: /S/ XXXXX XXXXXX
----------------------
Name: Xxxxx Xxxxxx
Title: Treasurer
MARATHON AUTO PARTS AND
PRODUCTS INC.
BY: /S/ XXXXX XXXXXX
----------------------
Name: Xxxxx Xxxxxx
Title: Treasurer
MOTORTRONICS, INC.
BY: /S/ XXXXX XXXXXX
----------------------
Name: Xxxxx Xxxxxx
Title: Treasurer
