AMENDMENT
NO. 3
TO
AMENDED AND RESTATED
CREDIT AGREEMENT
This AMENDMENT AND WAIVER (this "Amendment") is entered into as of this
11th day of August, 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, Borrowers have requested that Agent and Lenders amend the
definition of Fixed Charges, as more fully set forth herein, and Agent and
Lenders are willing to do so pursuant to the terms and conditions set forth in
this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, 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. AMENDMENT TO CREDIT AGREEMENT. Subject to satisfaction of the
conditions precedent set forth in Section 3 below, the definition of "Fixed
Charges" set forth in Annex A of the Credit Agreement is hereby amended by
inserting the following new clause immediately after clause (f) of such
definition:
"; PLUS (g) non-cash losses in excess of $2,500,000 arising from the
discontinued operations of Borrowers' EIS Brake division and
Industrial and Automotive Associates, Inc."
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 OTHER AMENDMENT. Except as expressly modified hereby, the provisions
of the Credit Agreement, and the Liens granted thereunder, are and shall remain
in full force and effect and this Amendment.
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:
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Name:
-----------------------------------------
Title:
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STANRIC, INC.
By:
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Name:
-----------------------------------------
Title:
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MARDEVCO CREDIT CORP.
By:
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Name:
-----------------------------------------
Title:
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GENERAL ELECTRIC CAPITAL
CORPORATION,
as Agent and Lender
By:
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Name:
-----------------------------------------
Title:
----------------------------------------
(Signatures continued on next page)
3
GMAC COMMERCIAL FINANCE LLC
(as successor by merger to
GMAC COMMERCIAL CREDIT
LLC), as Documentation
Agent and Lender
By:
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Name:
-----------------------------------------
Title:
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BANK OF AMERICA, N.A.,
as Syndication Agent and Lender
By:
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Name:
-----------------------------------------
Title:
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TRANSAMERICA BUSINESS CAPITAL CORPORATION,
as Lender
By:
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Name:
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Title:
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CONGRESS FINANCIAL CORPORATION,
as Lender
By:
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Name:
-----------------------------------------
Title:
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(Signatures continued on next page)
4
XX XXXXXX XXXXX BANK
as Lender
By:
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Name:
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Title:
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HSBC BANK USA,
as Lender
By:
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Name:
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Title:
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FOOTHILL CAPITAL CORPORATION,
as Lender
By:
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Name:
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Title:
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XXXXXXX XXXXX CAPITAL, a Division of
XXXXXXX XXXXX BUSINESS FINANCIAL
SERVICES INC.,
as Lender
By:
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Name:
-----------------------------------------
Title:
----------------------------------------
(Signatures continued on next page)
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CONSENTED TO:
SMP MOTOR PRODUCTS LTD.
By:
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Name:
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Title:
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EAGLEMOTIVE CORPORATION
By:
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Name:
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Title:
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MARATHON AUTO PARTS & PRODUCTS, INC.
By:
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Name:
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Title:
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MOTORTRONICS, INC.
By:
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Name:
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Title:
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