Amendment No. 2 to Third Amended and Restated Credit Agreement, dated as of February 22, 2013, among Standard Motor Products, Inc., as borrower and the other credit parties thereto, and General Electric Capital Corp., as agent and lender, Bank of America, N.A. and Wells Fargo Capital Finance, LLC, as lenders and co-syndication agents, JPMorgan Chase Bank, N.A., as lender and as documentation agent, and the other lenders thereto

EXHIBIT 10.28

 
 

 

AMENDMENT NO. 2

 

TO

 

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 

This AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT  (this “Amendment”) is entered into as of this 22 day of February, 2013 by and among STANDARD MOTOR PRODUCTS, INC., a New York corporation (“Borrower”), SMP MOTOR PRODUCTS, LTD., a corporation amalgamated under the laws of Canada (“SMP Canada” and together with Borrower, each a “Credit Party”, and collectively, “Credit Parties”),  the lenders who are party to the Credit Agreement (defined below) (“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, WELLS FARGO CAPITAL FINANCE, LLC, for itself, as Lender and as a Co-Syndication Agent, and JPMORGAN CHASE BANK, N. A., for itself, as a Lender and as Documentation Agent.

 

 

WHEREAS, Borrower has requested that Agent and Lenders make certain amendments to the Credit Agreement, and Agent and Lenders are willing to do so on the terms and conditions hereafter set forth.

 

 

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:

 

 

“Amendment No. 2” shall mean Amendment No. 2 to Third Amended and Restated Credit Agreement dated February 22, 2013, by and among Credit Parties, Agent and Lenders.

 

“Amendment No. 2 Effective Date” shall mean the date upon which the conditions precedent contained in Section 3 of Amendment No. 2 have been satisfied.

 

 

 

3.           Conditions of Effectiveness.  This Amendment shall become effective upon the satisfaction of each of the following conditions precedent:

 

 

 

4.           Representations and Warranties.  Credit Parties hereby represent and warrant as follows:

 

 

 

 

 

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.

 

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 pdf or facsimile transmission shall be deemed to be an original signature hereto.

 

[remainder of page intentionally left blank]

 

 

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.

 

		CREDIT PARTIES:
		STANDARD MOTOR PRODUCTS, INC.
	By:
	Name:
	Title:
		SMP MOTOR PRODUCTS, LTD.
	By:
	Name:
	Title:

 

 

 

		CONSENTED AND AGREED TO BY:
		FORECAST TRADING CORPORATION,
		as a Guarantor
	By:
	Name:
	Title:
		NOVO PRODUCTS, INC.,
		as a Guarantor
	By:
	Name:
	Title:
		MOTORTRONICS, INC.,
		as a Guarantor
	By:
	Name:
	Title:

 

 

 

 

		LENDERS:
		GENERAL ELECTRIC CAPITAL
		CORPORATION,
		as Agent and Lender
	By:
	Name:
	Title:
		BANK OF AMERICA, N.A.,
		as Co-Syndication Agent and Lender
	By:
	Name:
	Title:
		WELLS FARGO CAPITAL FINANCE, LLC, as Co-Syndication Agent and a Lender
	By:
	Name:
	Title:
		JPMORGAN CHASE BANK, N.A.,
		as Documentation Agent and a Lender
	By:
	Name:
	Title:

 

 

(Signatures continued on next page)

 

Signature page to Amendment No. 2 to Third Amended and Restated Credit Agreement

 

 

		HSBC BANK USA, NATIONAL ASSOCIATION,
		as Lender
	By:
	Name:
	Title:
		GE BUSINESS FINANCIAL SERVICES INC.,
		as Lender
	By:
	Name:
	Title: