EXHIBIT 10.23
SIXTH AMENDMENT AND WAIVER TO
REVOLVING CREDIT AGREEMENT
SIXTH AMENDMENT AND WAIVER, DATED AS OF MARCH 14, 2001 (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, that certain Second Amendment to
Revolving Credit Agreement, dated as of July 16, 1999, that certain Third
Amendment to Revolving Credit Agreement, dated as of October 18, 1999, that
certain Fourth Amendment to Revolving Credit Agreement and Limited Waiver, dated
as of March 3, 2000 and that certain Fifth Amendment to Revolving Credit
Agreement dated as of August 11, 2000 (as the same may be further amended,
modified or supplemented from time to time, the "CREDIT AGREEMENT");
WHEREAS, terms defined in the Credit Agreement shall have their defined
meanings when used herein unless otherwise defined herein; and
WHEREAS, the Borrower, the Lenders, the Administrative Agent and the
Documentation Agent have agreed to amend the Credit Agreement and waive certain
provisions of the Credit Agreement subject to and upon the conditions set forth
herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
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SECTION 1. AMENDMENTS TO CREDIT AGREEMENT.
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1.1 Article V of the Credit Agreement is hereby amended by
inserting the following new Section 5.14 at the end thereof:
"SECTION 5.14 COLLATERAL. In the event the Borrower shall not have refinanced
all of the outstanding obligations of the Borrower and the Guarantors under the
Credit Agreement and the other Loan Documents on or before April 30, 2001 upon
terms satisfactory to the Lenders, the Borrower and the Guarantors shall, on or
before such date, grant to the Administrative Agent, for the ratable benefit of
the Lenders, a perfected security interest in, and first lien on, inventory and
accounts receivable of the Borrower and the Guarantors (other than (i) accounts
receivable subject to the Clipper Receivables Financing Agreement and (ii)
assets that currently support the present facilities extended by Canadian
Imperial Bank of Commerce), together with a pledge of the capital stock of SMP
Credit Corp., it being understood that the liens and the pledge to be granted as
contemplated hereby will be granted PARI PASSU with liens and pledges to be
granted to the holders of the Borrower's 6.81% Senior Notes due February 25,
2006, and the Borrower shall undertake to provide security documentation to the
Administrative Agent (in form and substance satisfactory to the Administrative
Agent) in advance of such date in order to permit the Administrative Agent to
file such documentation with the requisite filing officer on such date."
1.2 Section 6.13 of the Credit Agreement is hereby amended by
replacing the chart contained therein with the following
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FISCAL QUARTER ENDING LEVERAGE RATIO
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December 31, 2000 4.50 to 1
March 31, 2001 4.70 to 1
June 30, 2001 4.40 to 1
September 30, 2001 through Maturity Date 3.80 to 1
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1.3 Section 6.16 of the Credit Agreement is hereby amended by
replacing the chart contained therein with the following:
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FISCAL QUARTER ENDING INTEREST COVERAGE RATIO
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December 31, 2000 2.75 to 1
March 31, 2001 2.75 to 1
June 30, 2001 2.90 to 1
September 30, 2001 through Maturity Date 3.40 to 1
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SECTION 2. WAIVERS
Subject to the terms and provisions of this Amendment, the
Administrative Agent and the Lenders hereby waive any Event of Default which may
have occurred prior to the Effective Date as a result of the Borrower's failure
to comply with the terms of Sections 6.13, 6.16 and 6.18 of the Credit Agreement
for the Borrower's fiscal year ended December 31, 2000.
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SECTION 3. EFFECTIVENESS
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 by wire transfer of immediately available funds all fees and other
amounts due and payable on or prior to the Effective Date, including, without
limitation, the Amendment Fee referred to in Section 4.1 hereof and 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.
SECTION 4. MISCELLANEOUS.
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4.1 AMENDMENT FEE. The Borrower agrees to pay on the Effective Date to
the Administrative Agent for the ratable benefit of the Lenders who have
executed and delivered to the Administrative Agent by not later than 12:00 noon
(New York City time) on March 14, 2001, a counterpart to this Amendment, an
amendment fee in the aggregate amount of $75,000 (the "AMENDMENT FEE").
4.2 EXPENSES. 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.
4.3 REFERENCES. 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, (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 or (iii)
to create on the part of the Administrative Agent or any Lender any obligation
to renew or extend the waivers contained herein. 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.
4.4 RATIFICATION. Except as expressly set forth herein, the terms,
provisions and conditions of the Credit Agreement and the other Loan Documents
shall remain in full force and effect and in all other respects are hereby
ratified and confirmed.
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4.5 COUNTERPARTS. 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.
Delivery of an executed counterpart of a signature page of this Amendment by
facsimile shall be effective as delivery of a manually executed counterpart of
this Amendment.
4.6 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 or be given any substantive effect.
4.7 GOVERNING LAW. 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 WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.
[SIGNATURES ON FOLLOWING PAGE]
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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:___________________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent
By:___________________________________
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE,
Individually and as Documentation Agent
By:___________________________________
Name:
Title:
FLEET NATIONAL BANK
By:____________________________________
Name:
Title:
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BANK LEUMI USA
By:__________________________________
Name:
Title:
HSBC USA
By:___________________________________
Title:
COMERICA BANK
By:___________________________________
Title:
FIRST UNION NATIONAL BANK
By:___________________________________
Title:
BANCO POPULAR NORTH AMERICA
By:___________________________________
Name:
Title:
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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:
________________________________
Name:
Title:
MARDEVCO CREDIT CORP.
By:
________________________________
Name:
Title:
STANRIC, INC.
By:
________________________________
Name:
Title:
INDUSTRIAL & AUTOMOTIVE
ASSOCIATES, INC.
By:_________________________________
Name:
Title:
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MARATHON AUTO PARTS AND
PRODUCTS, INC.
By:_________________________________
Name:
Title:
MOTORTRONICS, INC.
By:
________________________________
Name:
Title:
EAGLEMOTIVE CORPORATION
By:
________________________________
Name:
Title:
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