AMENDMENT NO. 2
TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 2 (this "Amendment") is entered into as of this 6th day
of March, 2008 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, for
itself, as Lender, and in its capacity as Agent for Lenders ("Agent"), BANK OF
AMERICA, N.A., for itself, as Lender, and as a Co-Syndication Agent, WACHOVIA
BANK, N.A., for itself, as Lender, and as a Co-Syndication Agent and JP MORGAN
CHASE BANK, N. A., for itself, as a Lender, and as Documentation Agent.
WHEREAS, pursuant to that certain Second Amended and Restated Credit
Agreement dated as of March 20, 2007, by and among Borrowers, Credit Parties,
Agent, Co-Syndication Agents, 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 an ability to have six month and twelve
month LIBOR Periods, 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. Amendments to Credit Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 3 below, the Credit Agreement is
hereby amended as follows:
(a) The defined term "Interest Payment Date" contained in Annex A of
the Credit Agreement is hereby amended in its entirety to provide as
follows:
"Interest Payment Date" means (a) as to any Index Rate Loan, the
first Business Day of each month to occur while such Loan is
outstanding, and (b) as to any LIBOR Loan, the last day of the
applicable LIBOR Period; provided, that in the case of any LIBOR
Period greater than three months in duration, interest shall be
payable at three-month intervals and on the last day of such LIBOR
Period; provided, further that, in addition to the foregoing, each
of (x) the date upon which all of the Commitments have been
terminated and the Loans have been paid in full and (y) the
Commitment Termination Date shall be deemed to be an "Interest
Payment Date" with respect to any interest that has accrued under
the Agreement"
(b) The defined term "LIBOR Period" contained in Annex A of the
Credit Agreement is hereby amended by deleting "one, two or three" in the
third line thereof, and inserting "one, two, three, six or twelve" in its
place and stead.
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 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.
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.
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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.
[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:
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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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SMP MOTOR PRODUCTS, LTD.
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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(SIGNATURES CONTINUED ON NEXT PAGE)
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BANK OF AMERICA, N.A.,
as Co-Syndication Agent and Lender
By:
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Name:
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Title:
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WACHOVIA BANK, NATIONAL ASSOCIATION,
as Co-Syndication Agent and a Lender
By:
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Name:
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Title:
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JPMORGAN CHASE BANK, N.A.,
as Documentation Agent and a Lender
By:
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Name:
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Title:
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HSBC BANK USA, NATIONAL ASSOCIATION,
as Lender
By:
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Name:
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Title:
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WELLS FARGO FOOTHILL, LLC
as Lender
By:
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Name:
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Title:
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(SIGNATURES CONTINUED ON NEXT PAGE)
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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:
MOTORTRONICS, INC.
By:
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Name:
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Title:
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