WAIVER AND
AMENDMENT
NO. 4
TO
AMENDED AND RESTATED
CREDIT AGREEMENT
This
WAIVER AND AMENDMENT (this "Amendment") is entered into as of
this
31st day of March, 2005 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,
SMP has informed Agent of its desire to avoid any deemed
dividend
issues regarding the Guaranty by SMP Canada
of the Obligations, the pledge of
the stock of SMP Canada to Agent and the
security interest of Agent in the
assets of SMP Canada by terminating the SMP
Canada Guaranty and the security
interest of Agent in the assets of SMP
Canada and by reducing the percentage of
the voting stock of SMP Canada which is
pledged from 100% to 65%; and
WHEREAS,
Agent and Lenders are willing to terminate the SMP Canada
Guaranty and the security interest of Agent
in the assets of SMP Canada and to
reduce the percentage of the voting stock
of SMP Canada which is pledged from
100% to 65% on the terms and conditions
hereafter set forth; and
WHEREAS,
Borrowers have requested Agent and Lenders waive an Event of
Default existing with respect to the Fixed
Charge Coverage Ratio as of December
31, 2004 and to amend such covenant for
subsequent fiscal periods, and Agent and
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:
<PAGE>
1.
DEFINITIONS. All capitalized terms not otherwise defined herein
shall
have the meanings given to them in the
Credit Agreement.
2. WAIVER.
Subject to the satisfaction of the conditions precedent set
forth in Section 4 below and Borrowers and
their Subsidiaries on a consolidated
basis having EBITDA of at least $30,000,000
for the 12-month period ended
December 31, 2004, Agent and Lender hereby
waive the Event of Default existing
pursuant to Section 8.1(b) of the Credit
Agreement solely as a result of
Borrowers' failure to comply with the
Minimum Fixed Charge Coverage Ratio
contained in Annex G for the Fiscal Quarter
ended on December 31, 2004.
3.
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
deleting "(with Accounts owned by SMP
Canada being deemed, for purposes of this
Section, to be Accounts owned by SMP)" in
the first sentence of Section 1.6.
(b) Section 1.7 of the Credit Agreement is hereby amended by
deleting "(with Inventory owned by SMP
Canada being deemed, for purposes of this
Section, to be Inventory owned by SMP)" in
the first sentence of Section 1.7.
(c) Section 6.4(b) of the Credit Agreement is hereby amended by
deleting "$500,000" and inserting
"$1,000,000" in its place and stead.
(d) Sections 6.3, 6.5, 6.6, 6.7, 6.12, 6.16 and 6.18 of the
Credit
Agreement are hereby amended by adding ",
nor shall it permit SMP Canada to,"
after the words "No Credit Party
shall".
(e) Annex A of the Credit Agreement is hereby amended by
amending
the definitions of "Credit Parties", "SMP
Amortizing Availability" and
"Subsidiary Guaranty" to provide as
follows:
"CREDIT PARTIES" means each Borrower.
"SMP AMORTIZING AVAILABILITY" means (a) $9,252,166 less $652,785
per
Fiscal Quarter commencing with the Fiscal Quarter ending March
31,
2005, plus (B) the Additional SMP Amortizing Availability, minus
(C)
an amount equal to (i) 50% of the Fair Market Value of any
Eligible
Real Estate as of the Closi
