WAIVER AND AMENDMENT NO. 6
TO
AMENDED AND RESTATED CREDIT AGREEMENT
This WAIVER AND AMENDMENT NO. 6 (this "Amendment") is entered into as
of this 4th day of November, 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"), 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 Agent and Requisite Lenders waive an
Event of Default existing with respect to Borrowers exceeding limitations on
Early Draft Sales, limit the ability to sell Customer Drafts for subsequent
fiscal periods, amend the Fixed Charge Coverage Ratio for certain fiscal
quarters and amend the definition of "Fixed Charges", 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. WAIVER. Subject to the satisfaction of the conditions precedent set
forth in Section 4 below Agent and Requisite Lenders hereby waive the Event of
Default existing pursuant to Section 8.1(b) of the Credit Agreement solely as a
result of Borrowers' failure to comply with the limitation on Early Draft Sales
for the five (5) month period ending September 30, 2005.
3. AMENDMENTS TO CREDIT AGREEMENT. Subject to satisfaction of the
conditions precedent set forth in Section 4 below, the Credit Agreement is
hereby amended as follows:
(a) Section 6.8(f) of the Credit Agreement is hereby deleted in
its entirety and replaced with the following:
"(f) the sale on or before December 31, 2005 of any
(x) Sun Trust Drafts pursuant to the AutoZone/Sun
Trust Program, and (y) Customer Drafts pursuant to
the applicable Customer Programs."
(b) A new Section 6.21 is added to the Credit Agreement which
provides as follows:
"6.21. CUSTOMER DRAFTS. None of the Credit Parties
shall obtain any Customer Drafts on and after
November 18, 2005.
(c) 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):
" ,plus (g) cash settlement amounts in excess of
$3,000,000 associated with the discontinued
operations of Borrowers' EIS Brake division and
Industrial and Automotive Associates, Inc."
(d) Annex E of the Credit Agreement is hereby amended by deleting
clause (v) from the first sentence of Section (a).
(e) Annex G of the Credit Agreement is hereby amended by amending
Section 2(b) in its entirety to provide as follows:
"(b) MINIMUM FIXED CHARGE COVERAGE RATIO. Borrowers
and their Subsidiaries on a consolidated basis shall
have, at the end of each Fiscal Quarter set forth
below, a Fixed Charge Coverage Ratio for the 12-month
period then ended (or with respect to the Fiscal
Quarters ending on or before December 31, 2005, the
period commencing on January 1, 2005 and ending on
the last day of such Fiscal Quarter) of not less than
the following:
FISCAL QUARTER ENDING FIXED CHARGE COVERAGE RATIO
September 30, 2005 1.10 to 1.00
December 31, 2005 0.85 to 1.00
March 31, 2006 0.90 to 1.00
June 30, 2006 1.00 to 1.00
September 30, 2006 1.00 to 1.0
December 31, 2006 and 1.10 to 1.0"
each Fiscal Quarter
ending thereafter
2
4. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective
as of the date upon which Agent shall have received (i) ten (10) copies of this
Amendment executed by Borrowers, Requisite Lenders and each of the Guarantors,
and (ii) payment of an amendment fee of $100,000 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).
5. 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.
6. 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.
7. 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.
8. 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).
9. 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.
10. 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]
3
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)
4
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:
------------------------------------
CONGRESS FINANCIAL CORPORATION,
as Lender
By:
---------------------------------------
Name:
--------------------------------------
Title:
------------------------------------
(SIGNATURES CONTINUED ON NEXT PAGE)
5
XX XXXXXX XXXXX BANK,
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)
6
CONSENTED TO:
SMP MOTOR PRODUCTS LTD.
By:
-------------------------------------------------
Name:
------------------------------------------------
Title:
--------------------------------------------
EAGLEMOTIVE CORPORATION
By:
-------------------------------------------------
Name:
------------------------------------------------
Title:
--------------------------------------------
MOTORTRONICS, INC.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
7
