WAIVER AND AMENDMENT NO. 6
TO
AMENDED AND RESTATED CREDIT AGREEMENT
This WAIVER AND AMENDMENT NO. 6 (this "Amendment") is entered into
as
of this 4th day of November, 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
Borrowers exceeding limitations on
Early Draft Sales, limit the ability to
sell Customer Drafts for subsequent
fiscal periods, amend the Fixed Charge
Coverage Ratio for certain fiscal
quarters and amend the definition of "Fixed
Charges", 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 limitation on Early Draft Sales
for the five (5) month period ending
September 30, 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:
(a) Section 6.8(f) of the Credit Agreement is hereby deleted in
its entirety and replaced with the
following:
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"(f) the sale on or before December 31, 2005 of any
(x) Sun Trust Drafts pursuant to the AutoZone/Sun
Trust Program, and (y) Customer Drafts pursuant to
the applicable Customer Programs."
(b) A new Section 6.21 is added to the Credit Agreement which
provides as follows:
"6.21. CUSTOMER DRAFTS. None of the Credit Parties
shall obtain any Customer Drafts on and after
November 18, 2005.
(c) 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):
" ,plus (g) cash settlement amounts in excess of
$3,000,000 associated with the discontinued
operations of Borrowers' EIS Brake division and
Industrial and Automotive Associates, Inc."
(d) Annex E of the Credit Agreement is hereby amended by
deleting
clause (v) from the first sentence of
Section (a).
(e) Annex G of the Credit Agreement is hereby amended by
amending
Section 2(b) in its entirety to provide as
follows:
"(b) MINIMUM FIXED CHARGE COVERAGE RATIO. Borrowers
and their Subsidiaries on a consolidated basis shall
have, at the end o
