EX-10.23 3 0003.txt REVOLVING CREDIT AGREEMENT EXHIBIT 10.23 SIXTH AMENDMENT AND WAIVER TO REVOLVING CREDIT AGREEMENT SIXTH AMENDMENT AND WAIVER, DATED AS OF MARCH 14, 2001 (THE "AMENDMENT"), to the CREDIT AGREEMENT, dated as of November 30, 1998, among STANDARD MOTOR PRODUCTS, INC., a New York corporation (the "BORROWER"), the Lenders party thereto, THE CHASE MANHATTAN BANK, as administrative agent (in such capacity, the "ADMINISTRATIVE AGENT") for the Lenders and CANADIAN IMPERIAL BANK OF COMMERCE, as documentation agent (in such capacity, the "DOCUMENTATION AGENT") for the Lenders. W I T N E S S E T H: WHEREAS, the Borrower, the Lenders, the Administrative Agent and the Documentation Agent are parties to that certain Credit Agreement, dated as of November 30, 1998, as amended by that certain First Amendment to Revolving Credit Agreement, dated as of December 8, 1998, that certain Second Amendment to Revolving Credit Agreement, dated as of July 16, 1999, that certain Third Amendment to Revolving Credit Agreement, dated as of October 18, 1999, that certain Fourth Amendment to Revolving Credit Agreement and Limited Waiver, dated as of March 3, 2000 and that certain Fifth Amendment to Revolving Credit Agreement dated as of August 11, 2000 (as the same may be further amended, modified or supplemented from time to time, the "CREDIT AGREEMENT"); WHEREAS, terms defined in the Credit Agreement shall have their defined meanings when used herein unless otherwise defined herein; and WHEREAS, the Borrower, the Lenders, the Administrative Agent and the Documentation Agent have agreed to amend the Credit Agreement and waive certain provisions of the Credit Agreement subject to and upon the conditions set forth herein; NOW, THEREFORE, the parties hereto hereby agree as follows: -1- SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. ------------------------------ 1.1 Article V of the Credit Agreement is hereby amended by inserting the following new Section 5.14 at the end thereof: "SECTION 5.14 COLLATERAL. In the event the Borrower shall not have refinanced all of the outstanding obligations of the Borrower and the Guarantors under the Credit Agreement and the other Loan Documents on or before April 30, 2001 upon terms satisfactory to the Lenders, the Borrower and the Guarantors shall, on or before such date, grant to the Administrative Agent, for the ratable benefit of the Lenders, a perfected security interest in, and first lien on, inventory and accounts receivable of the Borrower and the Guarantors (other than (i) accounts receivable subject to the Clipper Receivables Financing Agreement and (ii) assets that currently support the present facilities extended by Canadian Imperial Bank of Commerce), together with a pledge of the capital stock of SMP Credit Corp., it being understood that the liens and the pledge to be granted as contemplated hereby will be granted PARI PASSU with liens and pledges to be granted to the holders of the Borrower's 6.81% Senior Notes due February 25, 2006, and the Borrower shall undertake to provide security documentation to the Administrative Agent (in form and substance satisfactory to the Administrative Agent) in advance of such date in order to permit the Administrative Agent to file such documentation with the requisite filing officer on such date." 1.2 Section 6.13 of the Credit Agreement is hereby amended by replacing the chart contained therein with the following ---------------------------------------------- ------------------ FISCAL QUARTER ENDING LEVERAGE RATIO ---------------------------------------------- ------------------ December 31, 2000 4.50 to 1 March 31, 2001 4.70 to 1 June 30, 2001 4.40 to 1 September 30, 2001 through Maturity Date 3.80 to 1 ---------------------------------------------- ------------------ 1.3 Section 6.16 of the Credit Agreement is hereby amended by replacing the chart contained therein with the following: -------------------------------------------- -------------------------- FISCAL QUARTER ENDING INTEREST COVERAGE RATIO -------------------------------------------- -------------------------- December 31, 2000 2.75 to 1 March 31, 2001 2.75 to 1 June 30, 2001 2.90 to 1 September 30, 2001 through Maturity Date 3.40 to 1 -------------------------------------------- -------------------------- SECTION 2. WAIVERS Subject to the terms and provisions of this Amendment, the Administrative Agent and the Lenders hereby waive any Event of Default which may have occurred prior to the Effective Date as a result of the Borrower's failure to comply with the terms of Sections 6.13, 6.16 and 6.18 of the Credit Agreement for the Borrower's fiscal year ended December 31, 2000. -2- SECTION 3. EFFECTIVENESS This Amendment shall not become effective until the date (the "EFFECTIVE DATE") on which (i) this Amendment shall have been executed by the Borrower, Lenders representing the Required Lenders and the Administrative Agent, the Guarantors shall have acknowledged and agreed to the terms hereof, and the Administrative Agent shall have received evidence satisfactory to it of such execution and acknowledgment and (ii) the Administrative Agent shall have received by wire transfer of immediately available funds all fees and other amounts due and payable on or prior to the Effective Date, including, without limitation, the Amendment Fee referred to in Section 4.1 hereof and to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement or any other Loan Document. SECTION 4. MISCELLANEOUS. ------------- 4.1 AMENDMENT FEE. The Borrower agrees to pay on the Effective Date to the Administrative Agent for the ratable benefit of the Lenders who have executed and delivered to the Administrative Agent by not later than 12:00 noon (New York City time) on March 14, 2001, a counterpart to this Amendment, an amendment fee in the aggregate amount of $75,000 (the "AMENDMENT FEE"). 4.2 EXPENSES. The Borrower agrees that its obligations set forth in Section 9.03 of the Credit Agreement shall extend to the preparation, execution and delivery of this Amendment. 4.3 REFERENCES. This Amendment shall be limited precisely as written and shall not be deemed (i) to be a consent granted pursuant to, or a waiver or modification of, any other term or condition of the Credit Agreement or any of the instruments or agreements referred to therein, (ii) to prejudice any right or rights which the Administrative Agent, the Documentation Agent or the Lenders may now have or have in the future under or in connection with the Credit Agreement or any of the instruments or agreements referred to therein or (iii) to create on the part of the Administrative Agent or any Lender any obligation to renew or extend the waivers contained herein. Whenever the Credit Agreement is referred to in the Credit Agreement or any of the instruments, agreements or other documents or papers executed or delivered in connection therewith, such reference shall be deemed to mean the Credit Agreement as modified by this Amendment. 4.4 RATIFICATION. Except as expressly set forth herein, the terms, provisions and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect and in all other respects are hereby ratified and confirmed. -3- 4.5 COUNTERPARTS. This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment. 4.6 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 or be given any substantive effect. 4.7 GOVERNING LAW. THIS AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. [SIGNATURES ON FOLLOWING PAGE] -4- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and the year first above written. STANDARD MOTOR PRODUCTS, INC. By:___________________________________ Name: Title: THE CHASE MANHATTAN BANK, Individually and as Administrative Agent By:___________________________________ Name: Title: CANADIAN IMPERIAL BANK OF COMMERCE, Individually and as Documentation Agent By:___________________________________ Name: Title: FLEET NATIONAL BANK By:____________________________________ Name: Title: -5- BANK LEUMI USA By:__________________________________ Name: Title: HSBC USA By:___________________________________ Title: COMERICA BANK By:___________________________________ Title: FIRST UNION NATIONAL BANK By:___________________________________ Title: BANCO POPULAR NORTH AMERICA By:___________________________________ Name: Title: -6- ACKNOWLEDGMENT OF GUARANTORS Each of the undersigned hereby acknowledges and agrees to the terms of, and to the execution, delivery and performance by each of the parties to, this Amendment, and irrevocably and unconditionally ratifies and confirms that the Subsidiary Guaranty to which it is a party shall remain in full force and effect in accordance with its terms. RENO STANDARD INCORPORATED By: ________________________________ Name: Title: MARDEVCO CREDIT CORP. By: ________________________________ Name: Title: STANRIC, INC. By: ________________________________ Name: Title: INDUSTRIAL & AUTOMOTIVE ASSOCIATES, INC. By:_________________________________ Name: Title: -7- MARATHON AUTO PARTS AND PRODUCTS, INC. By:_________________________________ Name: Title: MOTORTRONICS, INC. By: ________________________________ Name: Title: EAGLEMOTIVE CORPORATION By: ________________________________ Name: Title: -8-