CONSENT AND AMENDMENT NO. 7
TO
AMENDED AND RESTATED CREDIT AGREEMENT
This CONSENT AND AMENDMENT NO. 7 (this "Amendment") is entered into as of
this 29th day of December, 2005 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"), SMP MOTOR PRODUCTS LTD., a corporation amalgamated under the laws
of Canada ("SMP Canada" and together with Borrowers, each a "Credit Party", and
collectively, "Credit Parties"), 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 Agent and Requisite Lenders to (i)
consent to the sale of certain assets of Borrowers, redemption of certain stock
and prepayment of certain Indebtedness and (ii) make certain amendments to the
Credit Agreement, and Agent and Requisite 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. Consent. Subject to the satisfaction of the conditions precedent set
forth in Section 6 below and notwithstanding anything to the contrary contained
in the Credit Agreement, Agent and Requisite Lenders hereby consent to:
(a) (x) the prepayment by SMP of the unsecured promissory note held
by Seller ("Seller Paper Repayment") for an aggregate purchase price not to
exceed $15,125,000 (plus accrued and unpaid interest) and (y) the redemption of
1,378,760 shares of common stock of SMP currently held by Seller for an
aggregate purchase price not to exceed $15,000,000 ("Equity Repurchase"), in
each case so long as immediately after giving effect to the Seller Paper
Repayment or the Equity Repurchase, as the case may be, (a) no Default or Event
of Default has occurred and is continuing and (b) Borrowers have a minimum of
$45,000,000 in Borrowing Availability on the Amendment No. 7 Effective Date
after giving effect to the Seller Paper Repayment and the Equity Repurchase;
(b) the sale of (x) the fuel control system for a gas-operated
engine patent having a registration number of 6,131,552 for an aggregate
purchase price of at least $28,500 in immediately available funds, (y) certain
of the heater core assets of SMP's Four Seasons Division for an aggregate
purchase price of at least 90% of its book value, as reflected on the books and
records of SMP, and (z) the sale of that certain real property located at 0000
X.X. Xxxx 000, Xxxx Xxxxx, Xxxxx for an aggregate purchase price of at least
fifty percent (50%) of the appraised fair market value, as appraised by Hilco
Real Estate, LLC, in immediately available funds, in each case, so long as the
cash proceeds of the foregoing sales are promptly used to pay down the
outstanding balance of the Revolving Loan; and
(c) the Indebtedness incurred pursuant to the Canadian Loan
Agreement.
3. Amendments to Credit Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 6 below, the Credit Agreement is
hereby amended as follows:
(a) Section 1.1(a)(iv) of the Credit Agreement is hereby amended in
its entirety to provide as follows:
"In no event, at any time, shall the Aggregate
Amortizing Availability included in determining the
Aggregate Borrowing Base exceed $35,000,000."
(b) Section 1.5(a)(i) and (ii) of the Credit Agreement and the
pricing grids contained therein are hereby amended in their entirety to provided
as follows:
"(a) (i) Intentionally Omitted.
(ii) On and after the Amendment No.7 Effective Date,
Borrowers shall pay interest to Agent, for the ratable benefit
of Lenders in accordance with the various Loans being made by
each Lender, in arrears on each applicable Interest Payment
Date, at the following rates: the Index Rate plus the
Applicable Revolver Index Margin per annum or, at the election
of Borrower Representative, the applicable LIBOR Rate plus the
Applicable Revolver LIBOR Margin per annum, based on the
aggregate Revolving Credit Advances outstanding from time to
time.
As of the Amendment No.7 Effective Date, the Applicable
Margins are set at Level I of the Applicable Margin grid set
forth below.
Commencing March 31, 2006, the Applicable Margins shall
be subject to adjustment (up or down) prospectively based on
Borrower's consolidated (x) Excess Formula Availability as of
the end of each fiscal quarter for the trailing four quarters
then ended or (y) EBITDA as for the trailing four quarters
most recently ended, each in accordance with the following
grids which will be in effect on and after the Amendment No.7
Effective Date:
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IF EXCESS FORMULA AVAILABILITY: OR LEVEL OF
APPLICABLE MARGINS:
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(greater than)$65,000,000 As of any date of determination, (a) Level I
Borrowers and their subsidiaries on
a consolidated basis, with respect
to the 12-month period then ended,
have EBITDA greater than $75,000,000
and (b) Excess Formula Availability
is greater than $60,000,000
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(greater than)$50,000,000, but As of any date of determination, (a) Level II
(less than or equal to)$65,000,000 Borrowers and their subsidiaries on
a consolidated basis, with respect
to the 12-month period then ended,
have a minimum EBITDA greater than
$75,000,000 and (b) Excess Formula
Availability is greater than
$35,000,000
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(greater than)$35,000,000, but N/A Level III
(less than or equal to)$50,000,000
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(greater than)$20,000,000, but N/A Level IV
(less than or equal to)$35,000,000
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(less than)$20,000,000 N/A Level V
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APPLICABLE MARGINS
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LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V
------------------------------------------------------------------------------------------------------------
Applicable Revolver 0.25% 0.50% 0.75% 1.00% 1.25%
Index Margin
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Applicable Revolver LIBOR Margin 2.00% 2.25% 2.50% 2.75% 3.00%
------------------------------------------------------------------------------------------------------------
Applicable Unused Line Fee Margin 0.25% 0.25% 0.375% 0.50% 0.50%"
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(c) Section 1.11(a)(4) of the Credit Agreement is hereby amended in
its entirety to provide as follows:
"(4) to all other Obligations (other than Rate Protection
Agreements), including expenses to Lenders to the extent
reimbursable under Section 11.3, and to payments under the
Canadian Guaranty."
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(d) Section 1.11(a) of the Credit Agreement is hereby amended by
adding a new clause (5) at the end of such section to provide as follows:
"and (5) to Rate Protection Agreements."
(e) Section 4.2 of the Credit Agreement is hereby amended by
deleting the references to "KPMG LLP" and replacing the same with "Xxxxx
Xxxxxxxx LLP".
(f) Section 6.3 of the Credit Agreement is hereby amended by
deleting "and" immediately before clause (viii) and inserting the following
clause at the end of such Section:
"and (ix) Indebtedness incurred pursuant to the Canadian Loan
Agreement."
(g) Section 6.7 of the Credit Agreement is hereby amended by
deleting "and" immediately before clause (c) and inserting the following clause
at the end of such Section:
"and (d) Liens securing the Indebtedness incurred under or
pursuant to the Canadian Loan Agreement."
(h) Sections 6.3, 6.5, 6.6, 6.7, 6.12, 6.16 and 6.18 of the Credit
Agreement are hereby amended by deleting ", nor shall it permit SMP Canada to,"
after the words "No Credit Party shall".
(i) The defined term "Borrowing Availability" contained in Annex A
of the Credit Agreement is hereby amended in its entirety to provide as follows:
"Borrowing Availability" means as of any date of determination
(a) as to all Borrowers, the lesser of (i) the Maximum Amount
and (ii) the Aggregate Borrowing Base, in each case, less the
aggregate Revolving Credit Advances then outstanding, or (b)
as to an individual Borrower, the lesser of (i) the Maximum
Amount less the Revolving Loan outstanding to all other
Borrowers and (ii) that Borrower's separate Borrowing Base,
less the Revolving Credit Advances outstanding to that
Borrower; provided that an Overadvance in accordance with
Section 1.1(a)(iii) may cause the Revolving Loan to exceed the
Aggregate Borrowing Base or a Borrower's separate Borrowing
Base by the amount of such permitted Overadvance. Borrowing
Availability for purposes of clauses (a) and (b) shall be
determined (x) with trade payables being paid consistent with
past practices, with expenses and liabilities being paid in
the ordinary course of business, without acceleration of sales
and without deterioration of working capital and (y) to the
extent required, less the Canadian Reserve.
(j) The defined term "Borrowing Base" contained in Annex A of the
Credit Agreement is hereby amended in its entirety to provide as follows:
"Borrowing Base" means as the context may require, the SMP
Canada Borrowing Base, the MCC Borrowing Base, the SMP
Borrowing Base, and the SI Borrowing Base or any such
Borrowing Base. Notwithstanding anything contained herein to
the contrary, for purposes of determining any Borrowing Base,
(a) the value of Eligible Inventory acquired by any Credit
Party from any other Credit Party shall be the lower of cost
(determined on a first-in, first-out basis) or market of
either the selling Credit Party or the purchasing Credit
Party, whichever is lower and (b) the Net Orderly Liquidation
Value of any Eligible Equipment or Eligible Inventory and the
Fair Market Value of any Eligible Real Estate may be adjusted
by Agent from time to time to reflect the results of the most
recent appraisal thereof.
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(k) The defined term "Commitment Termination Date" contained in
Annex A of the Credit Agreement is hereby amended by deleting the reference to
"February 7, 2008" and replacing the same with "December 31, 2008".
(l) Annex A of the Credit Agreement is hereby amended by amending
the definition of "Credit Parties" in its entirety to provide as follows:
"Credit Parties" means each Borrower and except with respect
to Section 1 of the Credit Agreement, SMP Canada.
(m) Annex A of the Credit Agreement is hereby amended by amending
the definition of "Fixed Charges" by adding the following sentence at the end of
such definition:
"Notwithstanding anything herein to the contrary, Fixed
Charges specifically exclude any payments made in connection
with the Seller Paper Repayment or the Equity Repurchase."
(n) Annex A of the Credit Agreement is hereby amended by amending
the definition of "Maximum Amount" in its entirety to provide as follows:
"Maximum Amount" means, as of any date of determination, an
amount equal to the Revolving Loan Commitment of all Lenders
as of that date minus the outstanding balance of the Term
Loan.
(o) Annex A of the Credit Agreement is hereby amended by amending
the definition of "Reserves" in its entity to provide as follows:
"Reserves" means (a) reserves established by Agent from time
to time against Eligible Inventory pursuant to Section 5.9,
(b) reserves established pursuant to Section 5.4(c), (c) the
Asbestos Reserve established by Agent from time to time, (d)
the Canadian Reserve established by Agent from time to time,
(e) the Real Estate Reserve established by Agent from time to
time and (f) such other reserves against Eligible Accounts,
Eligible Inventory or Borrowing Availability of any Borrower
that Agent may, in its reasonable credit judgment, establish
from time to time. Without limiting the generality of the
foregoing, Reserves established to ensure the payment of
accrued Interest Expenses or Indebtedness shall be deemed to
be a reasonable exercise of Agent's credit judgment.
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(p) Annex A of the Credit Agreement is hereby amended by amending
the definition of "SMP Canada" in its entirety to provide as follows:
"SMP Canada" means SMP Motor Products Ltd., a corporation
amalgamated under the laws of Canada.
(q) Annex A of the Credit Agreement is hereby amended by amending
the definition of "MCC Amortizing Availability" in its entirety to provide as
follows:
"MCC Amortizing Availability" means (A) $4,800,000 less
$171,000 per Fiscal Quarter commencing with the Fiscal Quarter
ending March 31, 2006, plus (B) the Additional MCC Amortizing
Availability, minus (C) an amount equal to (i) 50% of the Fair
Market Value of any Eligible Real Estate as of the Closing
Date or the date it is purchased by MCC or 85% of the Net
Orderly Liquidation Value of any Eligible Equipment as of the
Closing Date or the date it is purchased by MCC, which is the
basis of MCC Amortizing Availability, and which is subject to
a loss, sale, destruction or other disposition, less (ii) the
product of one-twenty eighth of the amount determined under
the preceding clause (i) and the number of full Fiscal
Quarters that have occurred since the Closing Date or the
purchase of such Eligible Real Estate or Eligible Equipment to
the date of such loss, sale, destruction or other disposition,
as the case may be.
(r) Annex A of the Credit Agreement is hereby amended by amending
the definition of "SI Amortizing Availability" in its entirety to provide as
follows:
"SI Amortizing Availability" means (A) $1,512,000 less $54,000
per Fiscal Quarter commencing with the Fiscal Quarter ending
March 31, 2006, plus (B) the Additional SI Amortizing
Availability, minus (C) an amount equal to (i) 85% of the Net
Orderly Liquidation Value of any Eligible Equipment, as of the
Closing Date or the date it is purchased by SI, which is the
basis of SI Amortizing Availability, and which is subject to a
loss, sale, destruction or other disposition, less (ii) the
product of one-twenty eighth of the amount determined under
the preceding clause (i) and the number of full Fiscal
Quarters that have occurred since the Closing Date or the
purchase of such Eligible Equipment to the date of such loss,
sale, destruction or other disposition, as the case may be.
(s) Annex A of the Credit Agreement is hereby amended by amending
the definition of "SMP Amortizing Availability" in its entirety to provide as
follows:
"SMP Amortizing Availability" means (A) $21,669,000 less
$774,000 per Fiscal Quarter commencing with the Fiscal Quarter
ending March 31, 2006, plus (B) the Additional SMP Amortizing
Availability, plus (C) on and after the Acquisition Closing
Date, the Xxxx Amortizing Availability, minus (D) an amount
equal to (i) 50% of the Fair Market Value of any Eligible Real
Estate as of the Closing Date or the date it is purchased by
SMP or 85% of the Net Orderly Liquidation Value of any
Eligible Equipment as of the Closing Date or the date it is
purchased by SMP, which is the basis of SMP Amortizing
Availability, and which is subject to a loss, sale,
destruction or other disposition, less (ii) the product of
one-twenty eighth of the amount determined under the preceding
clause (i) and the number of full Fiscal Quarters that have
occurred since the Closing Date or the purchase of such
Eligible Real Estate or Eligible Equipment to the date of such
loss, sale, destruction or other disposition, as the case may
be.
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(t) Annex A of the Credit Agreement is hereby amended by inserting
the following new defined terms in their appropriate alphabetical order to
provide as follows:
"Additional SMP Canada Amortizing Availability" means (i) up
to the lesser of (x) $3,500,000 or (y) the sum of (a) as to SMP
Canada Eligible Real Estate purchased by SMP Canada after the
Amendment No. 7 Effective Date, fifty percent (50%) of the Fair
Market Value of such SMP Canada Eligible Real Estate and (b) as to
SMP Canada Eligible Equipment purchased by SMP Canada after the
Amendment No. 7 Effective Date, 85% of the Net Orderly Liquidation
Value of such SMP Canada Eligible Equipment as set forth in the most
recent appraisal prepared by an independent appraisal firm
acceptable to Agent (Agent agrees that Xxxxxxx Xxx International
shall be deemed an acceptable appraiser with respect to SMP Canada's
machinery and equipment); provided, however, that Borrowing
Availability arising solely under this clause (i)(y) shall not
exceed 50% of the total SMP Canada's Borrowing Availability less
(ii) one-twenty eighth of the amount determined under clause (i) for
each full Fiscal Quarter occurring after the purchase of such SMP
Canada Eligible Real Estate or SMP Canada Eligible Equipment, as the
case may be.
"Amendment No.7 Effective Date" shall mean December 29, 2005.
"Canadian Agent" shall mean GE Canada Finance Holding Company, a
Nova Scotia unlimited liability company.
"Canadian Guaranty" shall mean that certain Guaranty dated the
Amendment No.7 Effective Date, executed by Borrowers in favor of
Canadian Agent in respect of the Obligations (as defined in the
Canadian Loan Agreement).
"Canadian Lenders" shall mean the Lenders as such term is defined in
Canadian Loan Agreement.
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"Canadian Loan Agreement" shall mean the U.S. $7,000,000 Credit
Agreement, dated as of the Amendment No. 7 Effective Date among SMP
Canada, Canadian Agent, as lender, and as agent for the secured
parties, and the other lenders signatory thereto from time to time.
"Canadian Reserve" means, as of the date of determination by Agent,
the amount by which the outstanding balance of the Term Loan exceeds
the SMP Canada Borrowing Base (with each being calculated in U.S.
Dollars).
"Real Estate Reserve" means, as of the date of determination by
Agent an amount equal to 50% of the appraised value of any Eligible
Real Estate or SMP Canada Eligible Real Estate, as the case may be,
that does not have a corresponding Environmental Site Assessment
Report, consistent with American Society for Testing and Materials
(ASTM) Standard E 1527-00 and applicable state or provincial
requirements, prepared by environmental engineers reasonably
satisfactory to Agent, in form and substance reasonably satisfactory
to Agent in its sole discretion; provided such Real Estate Reserves
shall be implemented or withdrawn in Agent's sole discretion.
"SMP Canada Amortizing Availability" means (A) $880,000 less $31,000
per Fiscal Quarter commencing with the Fiscal Quarter ending March
31, 2006, plus (B) the Additional SMP Canada Amortizing
Availability, minus (C) an amount equal to (i) 50% of the Fair
Market Value of any SMP Canada Eligible Real Estate as of the
Amendment No. 7 Effective Date or the date it is purchased by SMP
Canada or 85% of the Net Orderly Liquidation Value of any SMP Canada
Eligible Equipment as of the Amendment No.7 Effective Date or the
date it is purchased by SMP Canada, which is the basis of SMP Canada
Amortizing Availability, and which is subject to a loss, sale,
destruction or other disposition, less (ii) the product of
one-twenty eighth of the amount determined under the preceding
clause (i) and the number of full Fiscal Quarters that have occurred
since the Amendment No.7 Effective Date or the purchase of such SMP
Canada Eligible Real Estate or SMP Canada Eligible Equipment to the
date of such loss, sale, destruction or other disposition, as the
case may be.
"SMP Canada Borrowing Base" means, as of any date of determination
by Agent, from time to time, an amount equal to the sum, at such
time of:
(a) up to 85% of the book value of SMP Canada's Eligible
Accounts; and
(b) up to the lesser of (i) 60% of the book value of SMP
Canada's Eligible Inventory valued at the lower of cost (determined
on a first-in, first-out basis) or market or (ii) 85% of the Net
Orderly Liquidation Value of SMP Canada's Eligible Inventory as set
forth in the most recent appraisal prepared by an independent
appraisal firm acceptable to Agent, in each case valued at the lower
of cost (determined on a first-in, first-out basis) or market (Agent
agrees that Hilco Real Estate, LLC shall be deemed an acceptable
appraiser with respect to SMP Canada's real property and inventory);
and
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(c) SMP Canada Amortizing Availability; less
in each case less any Reserves established by Agent at such time in
its reasonable credit judgment (including without limitation, a Real
Estate Reserve, reserves established with respect to Liens created
by applicable law (in contrast with Liens voluntarily granted) which
rank or are capable of ranking prior or pari passu with Canadian
Agent's security interests (or interests similar thereto under
applicable law) against all or part of the Collateral (as defined in
the Canadian Loan Agreement), including for amounts owing for
employee source deductions, goods and services taxes, sales taxes,
harmonized sales taxes, municipal taxes, workers' compensation,
Quebec corporate taxes, pension fund obligations and overdue rents).
Borrowing Availability arising out of clause (c) above shall
amortize on a straight line basis over 28 quarters and shall be
reduced proportionally to the extent permitted fixed asset sales
occur, provided, that any such reduction in availability due to a
fixed asset sale may be replenished by a corresponding capital
expenditure in an amount up to the sum of 85% of the appraised net
orderly liquidation value of SMP Canada's Eligible Equipment and 50%
of the appraised fair market value of SMP Canada Eligible Real
Estate, provided, that Borrowing Availability, solely with respect
to any such capital expenditure, shall amortize on a straight line
basis over 28 quarters and shall commence immediately following such
capital expenditure.
"SMP Canada Eligible Accounts" shall mean all of the Accounts owned
by SMP Canada that meet the eligibility criteria set forth in
Section 1.6 hereof.
"SMP Canada Eligible Equipment" means, as to SMP Canada, Equipment
which is subject to a first priority Lien in favor of Canadian
Agent, for its benefit and for the ratable benefit of Canadian
Lenders, and which is appraised by an appraiser satisfactory to
Agent.
"SMP Canada Eligible Inventory" shall mean all of the Inventory
owned by SMP Canada that meets the eligibility criteria set forth in
Section 1.7 hereof.
"SMP Canada Eligible Real Estate" means as to SMP Canada, real
estate with respect to which Canadian Agent shall have received (a)
mortgages covering all of such real estate together with (i) title
insurance policies, current as-built surveys, zoning letters and
certificates of occupancy, in each case reasonably satisfactory in
form and substance to Agent, (ii) evidence that counterparts of the
Mortgages have been recorded in all places to the extent necessary
or desirable, in the judgment of Canadian Agent, to create a valid
and enforceable first priority Lien (subject to Permitted
Encumbrances, as defined in the Canadian Loan Agreement) on such
real estate in favor of Canadian Agent for the benefit of itself and
Lenders (or in favor of such other trustee as may be required or
desired under local law); and (iii) an opinion of counsel in each
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jurisdiction in which any such real estate is located in form and
substance and from counsel reasonably satisfactory to Agent, (b) an
Environmental Site Assessment Report, prepared by environmental
engineers reasonably acceptable to Agent, and in form and substance
reasonably acceptable to Agent, and Agent shall have further
received (x) such environmental review and audit reports, including
Phase II reports, with respect to such real estate as Agent may
request, and Agent shall be satisfied in its sole discretion, with
the contents of all such environmental reports, and (y) letters
executed by the environmental firms preparing such environmental
reports, in form and substance reasonably satisfactory to Agent,
authorizing Agent and Lenders to rely on such reports, and (c)
appraisals of such real estate which shall be in form and substance,
and prepared by appraisers, reasonably acceptable to Agent.
"Term Loan" shall have the meaning set forth in Section 1.1(a) of
the Canadian Loan Agreement.
4. Joinder. SMP Canada is hereby added as a Credit Party under the Credit
Agreement, and all references to "Credit Party" or "Credit Parties" thereunder
and under all of the Loan Documents shall hereafter be deemed to include SMP
Canada. SMP Canada hereby adopts the Credit Agreement and each of the Loan
Documents; provided, however, SMP Canada is not liable to Agent for the
repayment of the Obligations due and owing under the Credit Agreement and is not
subject to the terms and conditions set forth in Section 1 of the Credit
Agreement.
5. Conditions of Effectiveness. This Amendment shall become effective upon
the satisfaction (or waiver in writing) of each of the following conditions:
(i) Agent's receipt of ten (10) copies of this Amendment
executed by Borrowers, Requisite Lenders and each of the Guarantors;
(ii) Agent's receipt of payment of an amendment fee of
$152,500 (USD) which shall be paid to Agent for the ratable benefit of the
Lenders (which fee shall be charged by Agent to the Revolving Loan balance);
(iii) Canadian Agent's receipt of payment of a term loan fee
of $7,000 (USD) which shall be paid to Canadian Agent for the ratable benefit of
the Canadian Lenders;
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(iv) Canadian Agent's receipt of the Canadian Guaranty, in
form and substance satisfactory to Canadian Agent, executed by each of the
Borrowers guaranteeing the Term Loan, together with all necessary corporate
resolutions permitting such Canadian Guaranty by the Borrowers;
(v) the execution of the Canadian Loan Agreement and funding
of the Term Loan, the proceeds of which are to be immediately remitted to SMP as
an intercompany loan or dividend which shall be applied to reduce the
outstanding Revolving Credit Advances;
(vi) Agent's receipt of the revised Schedules to the Loan
Agreement reflecting the joinder of SMP Canada as a Credit Party;
(vii) Agent's receipt of an executed amendment to the Security
Agreement in form and substance satisfactory to Agent; and
(viii) Agent's receipt of an executed opinion of Borrowers
counsel in form and substance satisfactory to Agent, which shall cover (x) such
matters which were opined upon in the opinion letters furnished with respect to
the Borrowers on the Closing Date, as such matters apply to this Amendment, (y)
the Canadian Guaranty and (z) the amendment to the Security Agreement described
in clause (vii) above.
6. 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.
7. 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.
8. 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.
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9. 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).
11. 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.
12. 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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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:
---------------------------------
SMP MOTOR PRODUCTS LTD.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent and Lender
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
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GMAC COMMERCIAL FINANCE LLC,
as Documentation Agent and Lender
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
BANK OF AMERICA, N.A.,
as Syndication Agent and Lender
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
GE BUSINESS CAPITAL CORPORATION,
as Lender
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
WACHOVIA BANK, NATIONAL ASSOCIATION, as successor
by merger to Congress Financial Corporation, as
Lender
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
(SIGNATURES CONTINUED ON NEXT PAGE)
14
JPMORGAN CHASE BANK, N.A.
as Lender
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
HSBC BANK USA, NATIONAL ASSOCIATION,
as Lender
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
XXXXX FARGO FOOTHILL,
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)
15
CONSENTED TO:
EAGLEMOTIVE CORPORATION
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
MOTORTRONICS, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
16
