Amendment No. 3 to Amended and Restated Credit Agreement among Standard Motor Products, Inc., Stanric, Inc., Mardevco Credit Corp., and Lenders

Summary

This amendment updates the existing credit agreement between Standard Motor Products, Inc., Stanric, Inc., Mardevco Credit Corp., several lenders, and General Electric Capital Corporation as agent. The main change is to the definition of "Fixed Charges" to include certain non-cash losses from discontinued operations. The amendment becomes effective once all required parties sign it. All other terms of the original credit agreement remain unchanged, and the agreement continues to be governed by New York law.

EX-10.13 2 exh10-13.txt AMENDMENT NO.3 TO CREDIT AGREEMENT AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT AND WAIVER (this "Amendment") is entered into as of this 11th day of August, 2004 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 that Agent and Lenders amend the definition of Fixed Charges, as more fully set forth herein, and Agent and Lenders are willing to do so pursuant to the terms and conditions set forth in this Amendment. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 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. AMENDMENT TO CREDIT AGREEMENT. Subject to satisfaction of the conditions precedent set forth in Section 3 below, 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) of such definition: "; PLUS (g) non-cash losses in excess of $2,500,000 arising from the discontinued operations of Borrowers' EIS Brake division and Industrial and Automotive Associates, Inc." 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 OTHER AMENDMENT. Except as expressly modified hereby, the provisions of the Credit Agreement, and the Liens granted thereunder, are and shall remain in full force and effect and this Amendment. 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 facsimile transmission shall be deemed to be an original signature hereto. [remainder of page intentionally left blank] 2 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) 3 GMAC COMMERCIAL FINANCE LLC (as successor by merger to GMAC COMMERCIAL CREDIT LLC), as Documentation Agent and Lender By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- BANK OF AMERICA, N.A., as Syndication Agent and Lender By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- TRANSAMERICA BUSINESS CAPITAL CORPORATION, as Lender By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- CONGRESS FINANCIAL CORPORATION, as Lender By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- (Signatures continued on next page) 4 JP MORGAN CHASE BANK as Lender By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- HSBC BANK USA, as Lender By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- FOOTHILL CAPITAL CORPORATION, as Lender By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- MERRILL LYNCH CAPITAL, a Division of MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., as Lender By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- (Signatures continued on next page) 5 CONSENTED TO: SMP MOTOR PRODUCTS LTD. By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- EAGLEMOTIVE CORPORATION By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- MARATHON AUTO PARTS & PRODUCTS, INC. By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- MOTORTRONICS, INC. By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- 6