WAIVER AND AMENDMENT NO. 5
TO
AMENDED AND RESTATED CREDIT AGREEMENT
This WAIVER AND AMENDMENT NO. 5 (this "Amendment") is entered into
as
of this 9th day of May, 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, Borrowers have requested Agent and Requisite Lenders waive
an
Event of Default existing with respect to
the Fixed Charge Coverage Ratio as of
March 31, 2005 and to amend such covenant
for subsequent fiscal 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. WAIVER. Subject to the satisfaction of the conditions precedent
set
forth in Section 4 below Agent and
Requisite Lenders 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 March 31, 2005.
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:
<PAGE>
(a) 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;
PROVIDED, HOWEVER, Borrowers shall not permit Early
Draft Sales to exceed 15% of Borrowers total net
sales for (a) the two (2) month period ending June
30, 2005, (b) the five (5) month period ending
September 30, 2005, (c) the eight (8) month period
ending December 31, 2005, (d) the eleven (11) month
period ending March, 2006 and (e) the four Fiscal
Quarters ending on the last day of each March, June,
September
and December thereafter."
(b) Annex A of the Credit Agreement is hereby amended by adding
the
following defined term in its appropriate
alphabetical order:
"EARLY DRAFT SALES" shall mean the sale of SunTrust
Drafts and Customer Drafts more than ten (10) days
prior to the maturity date of such drafts to SunTrust
Bank, or such other acceptable bank with whom Agent
has entered into a satisfactory intercreditor
agreement regarding the payment of the purchase price
for the SunTrust Drafts and Customer Drafts being
sold to such bank.
(c) Annex E of the Credit Agreement is hereby amended by amending
the
first sentence of Section (a) to provide as
follows:
"(a) MONTHLY FINANCIALS. To Agent and
Lenders, within thirty (30) days after the end of
each Fiscal Month (other than January), financial
information regarding Borrowers and their
Subsidiaries, certified by the chief financial
officer or treasurer of Borrower Representative,
consisting of consolidated and consolidating (i)
unaudited balance sheets as of the close of such
Fiscal Month and the related statements of income and
cash flows for that portion of the Fiscal Year ending
as of the close of such Fiscal Month; (ii) unaudited
statements of income and cash flows for such Fiscal
Month, setting forth in comparative form the figures
for the corresponding period in the prior year and
the figures contained in the Projections for such
Fiscal Yea
