EX-10.19 4 ex10-19.txt AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 2 (this "Amendment") is entered into as of this 6th day of March, 2008 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"), SMP MOTOR PRODUCTS, LTD., a corporation amalgamated under the laws of Canada ("SMP Canada" and together with Borrowers, each a "Credit Party", and collectively, "Credit Parties"), lenders who are party to the Credit Agreement ("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, WACHOVIA BANK, N.A., for itself, as Lender, and as a Co-Syndication Agent and JP MORGAN CHASE BANK, N. A., for itself, as a Lender, and as Documentation Agent. WHEREAS, pursuant to that certain Second Amended and Restated Credit Agreement dated as of March 20, 2007, by and among Borrowers, Credit Parties, Agent, Co-Syndication Agents, 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 an ability to have six month and twelve month LIBOR 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. 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: (a) The defined term "Interest Payment Date" contained in Annex A of the Credit Agreement is hereby amended in its entirety to provide as follows: "Interest Payment Date" means (a) as to any Index Rate Loan, the first Business Day of each month to occur while such Loan is outstanding, and (b) as to any LIBOR Loan, the last day of the applicable LIBOR Period; provided, that in the case of any LIBOR Period greater than three months in duration, interest shall be payable at three-month intervals and on the last day of such LIBOR Period; provided, further that, in addition to the foregoing, each of (x) the date upon which all of the Commitments have been terminated and the Loans have been paid in full and (y) the Commitment Termination Date shall be deemed to be an "Interest Payment Date" with respect to any interest that has accrued under the Agreement" (b) The defined term "LIBOR Period" contained in Annex A of the Credit Agreement is hereby amended by deleting "one, two or three" in the third line thereof, and inserting "one, two, three, six or twelve" in its place and stead. 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 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. 2 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] 3 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: --------------------------------------- SMP MOTOR PRODUCTS, LTD. By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- GENERAL ELECTRIC CAPITAL CORPORATION, as Agent and Lender By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- (SIGNATURES CONTINUED ON NEXT PAGE) 4 BANK OF AMERICA, N.A., as Co-Syndication Agent and Lender By: ----------------------------------------- Name: ---------------------------------------- Title: -------------------------------------- WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Syndication Agent and a Lender By: ----------------------------------------- Name: ---------------------------------------- Title: -------------------------------------- JPMORGAN CHASE BANK, N.A., as Documentation Agent and a Lender By: ----------------------------------------- Name: ---------------------------------------- Title: -------------------------------------- HSBC BANK USA, NATIONAL ASSOCIATION, as Lender By: ----------------------------------------- Name: ---------------------------------------- Title: -------------------------------------- WELLS FARGO FOOTHILL, LLC as Lender By: ----------------------------------------- Name: ---------------------------------------- Title: -------------------------------------- (SIGNATURES CONTINUED ON NEXT PAGE) 5 MERRILL LYNCH CAPITAL, a Division of MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., as Lender By: ----------------------------------------- Name: ---------------------------------------- Title: -------------------------------------- CONSENTED TO: MOTORTRONICS, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: -------------------------------------- 6