EXHIBIT 10.11
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AMENDMENT
NO. 1
TO
AMENDED AND RESTATED
CREDIT AGREEMENT
This AMENDMENT (this "Amendment") is entered into as of this 27th day
of June, 2003, 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 hereafter amended,
restated, supplemented or otherwise modified, the "Credit Agreement"), Lenders
have made Loans to, and incurred Letter of Credit Obligations on behalf of
Borrowers;
WHEREAS, Borrowers have informed Agent that SMP intends to transfer
ownership of the Real Estate of SMP located in Long Island City, New York to SMP
Real Estate LLC (the "SPV") and, in conjunction with such transfer, SPV will be
obtaining mortgage financing on such Real Estate; and
WHEREAS, Borrowers have informed Agent that programs similar to the
Autozone/Sun Trust Program may be instituted by significant Account Debtors and
Borrowers would like to enter into such programs on a basis similar to that
permitted for the Autozone/SunTrust Program; and
WHEREAS, in contemplation of the Acquisition and the determination of
actual financial results, Borrowers have requested Agent and Lenders to amend
certain financial covenants and Borrowing Availability requirements; and
WHEREAS, Borrowers have requested the ability to convert additional
loans due from Subsidiaries to equity, and Agent and Requisite Lenders are
willing to provide for such amendments as may be necessary to effectuate the
foregoing 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. 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 1.6. of the Credit Agreement is hereby amended by amending
the last sentence thereof in its entirety to provide as follows:
"For purposes of this SECTION 1.6, the SunTrust Drafts and Customer
Drafts received by SMP from (x) Autozone in connection with the
Autozone/SunTrust Program, and (y) other Account Debtors in
connection with the applicable Customer Program, respectively, shall
be treated as if they constituted "Accounts" so long as Agent or its
designee has possession of such SunTrust Drafts or Customers Drafts,
as applicable."
(b) Section 6.2(h) of the Credit Agreement is hereby amended by deleting
"$5,000,000" and inserting "$6,000,000" in its place and stead.
(c) Section 6.6 of the Credit Agreement is hereby amended by deleting
the word "and" immediately preceding clause (b) and inserting
immediately following the last sentence the following:
", and (c) for Guaranteed Indebtedness incurred pursuant to the
Guaranty dated June __, 2003 made by SMP in favor of JPMorgan Chase
Bank in connection with the transfer of ownership to SMP LLC of the
Real Estate of SMP located in Long Island City, New York."
(d) Section 6.8(f) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:
"(f) the sale of any (x) Sun Trust Drafts pursuant to the
AutoZone/Sun Trust Program, and (y) Customer Drafts pursuant to the
applicable Customer Programs;"
(e) Section 6.18 of the Credit Agreement is hereby amended by adding as
a new last sentence the following:
"For purposes of determining compliance with this Section 6.18 for
Fiscal Year 2003, the lease payments during Fiscal Year 2003 shall
exclude the lease payments relating to the Real Property leased
pursuant to the Acquisition and the lease of the Long Island City
Real Property."
(f) Annex A of the Credit Agreement is hereby amended by adding the
following definitions in the correct alphabetical order:
"CUSTOMER DRAFTS" means the negotiable drafts issued by an Account
Debtor in connection with a Customer Program.
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"CUSTOMER PROGRAM" means a program established between an Account
Debtor and SunTrust Bank, or another bank acceptable to Agent,
pursuant to which such Account Debtor consolidates multiple invoices
from a supplier into a single large payment and issues a negotiable
draft to the supplier, which draft is purchased by SunTrust Bank, or
such other acceptable bank, from the supplier at an agreed upon
purchase price.
"SMP LLC" means SMP Real Estate LLC, a Delaware limited liability
company.
(g) Annex D-2 of the Credit Agreement is hereby amended by amending
J.(y) thereof by deleting "$47,000,000" and inserting "$60,000,000"
in its place and stead.
(h) Annex G of the Credit Agreement is hereby amended as follows:
(i) Section 2(a) of Annex G is hereby amended by amending the EBITDA
requirements in their entirety as follows:
FISCAL QUARTER ENDING EBITDA
March 31, 2003 $ 5,000,000
June 30, 2003 $15,000,000
September 30, 2003 $30,000,000
December 31, 2003 $33,000,000
March 31, 2004 $38,000,000
June 30, 2004 $45,000,000
September 30, 2004 $50,000,000
December 31, 2004 $55,000,000
(ii) Section 2(b) of Annex G is hereby amended by amending the
minimum Fixed Charge Coverage Ratio requirements as follows:
FISCAL QUARTER ENDING FIXED CHARGE COVERAGE RATIO
September 30, 2004 1.00 to 1.00
December 31, 2004 1.10 to 1.00
March 31, 2005 and each Fiscal 1.25 to 1.00
Quarter ending thereafter
(iii) Section 2(c) of Annex G is hereby amended by amending the
Maximum Capital Expenditure limitations as follows:
FISCAL YEAR MAXIMUM CAPITAL EXPENDITURE
2003 $17,000,000
2004 $18,000,000
2005 $18,000,000
2006 $18,000,000
2007 $18,500,000
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3. CONSENT. Anything in the Credit Agreement to the contrary
notwithstanding, SMP may establish SMP LLC and contribute the Long Island City
Real Property to SMP LLC subject to the following conditions: (i) the net
proceeds (such proceeds to be at least $9,000,000) of the mortgage loan in the
original principal amount of $10,000,000, from JP Morgan Chase Bank to SMP LLC
are distributed to SMP and remitted by SMP to Agent to be applied to the
Revolving Credit Advances, (ii) SMP obtains a Nondisturbance and Attornment
Agreement from JP Morgan Chase Bank in form and substance reasonably
satisfactory to Agent, and (iii) Agent shall have received an executed Agreement
and Landlord/Mortgagee Waiver and Consent in substantially the form of Exhibit A
to this Amendment.
4. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective as of
the date upon which Agent shall have received (a) four (4) copies of this
Amendment executed by Borrowers, Requisite Lenders and each of the Guarantors,
(b) a true copy of the Limited Liability Company Agreement of SMP LLC and the
Loan Documents as that term is defined therein, and (c) a good standing
certificate for SMP LLC.
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. Except as set forth in Section 3 hereof, 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.
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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.
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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:
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Title:
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STANRIC, INC.
By:
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Name:
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Title:
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MARDEVCO CREDIT CORP.
By:
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Name:
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Title:
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GENERAL ELECTRIC CAPITAL
CORPORATION,
as Agent and Lender
By:
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Name:
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Title:
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Duly Authorized Signatory
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GMAC COMMERCIAL FINANCE LLC (as
successor by merger to
GMAC COMMERCIAL CREDIT LLC), as
Documentation Agent and Lender
By:
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Name:
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Title:
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BANK OF AMERICA, N.A.,
as Syndication Agent and Lender
By:
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Name:
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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:
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Title:
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JPMORGAN CHASE BANK,
as Lender
By:
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Name:
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Title:
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6
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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MERRILL LYNCH CAPITAL, a Division of MERRILL LYNCH
BUSINESS FINANCIAL SERVICES INC.,
as Lender
By:
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Name:
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Title:
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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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RENO STANDARD INCORPORATED
By:
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Name:
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Title:
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7
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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