AMENDMENT NO. 4 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 4 (this “Amendment No. 4”) is entered into as of June 26, 2009, by and among SMP MOTOR PRODUCTS LTD., a corporation amalgamated under the laws of Canada (“Borrower”), STANDARD MOTOR PRODUCTS, INC., a New York corporation (“SMP”), STANRIC, INC., a Delaware corporation (“SI”), MARDEVCO CREDIT CORP., a New York corporation (“MCC”; and together with SMP and SI, each individually a “Credit Party”, and collectively, “Credit Parties”), lenders who are party from time to time to the Credit Agreement (“Lenders”), GE CANADA FINANCE HOLDING COMPANY, a Nova Scotia unlimited liability company, for itself, as Lender, and in its capacity as Agent for Lenders (“Agent”), and GE CAPITAL MARKETS, INC., as Lead Arranger and Bookrunner.

Borrower, Agent and Lenders are parties to a Credit Agreement dated as of December 29, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) pursuant to which Agent and Lenders provide Borrower with certain financial accommodations.

Borrower has requested that Agent and Lenders make certain amendments to the Loan Agreement, and Agent and Lenders are willing to do so on the terms and conditions hereafter set forth.

NOW, THEREFORE, in consideration of any loan or advance or grant of credit heretofore or hereafter made to or for the account of Borrower by Agent and Lenders, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.            Definitions . All capitalized terms not otherwise defined herein shall have the meanings given to them in the Loan Agreement; provided, however, that all capitalized terms not otherwise defined herein or in the Loan Agreement shall have the meanings given to them in the US Credit Agreement.

2.            Amendment to Loan Agreement . Subject to satisfaction of the conditions precedent set forth in Section 3 below, the Loan Agreement is hereby amended as follows:

(a)           The first recital is amended by deleting the phrase “Twelve Million Dollars” and substituting therefor “Ten Million US Dollars” and deleting each reference to “$12,000,000 and substituting therefore “US$10,000,000”.

(b)           Section 1.4 is amended by deleting “$12,000,000” and substituting therefore “US$10,000,000”.

(c)           Annex A is amended as follows:

(i)           The following defined terms are added in their appropriate alphabetical order:

(A)           “ Amendment No. 4 ” means that certain Amendment No. 4 to Credit Agreement dated as of June 26, 2009 by and among SMP Canada, SI, MCC, SMP, Agent, and the Lenders party thereto.

(B)           “ Amendment No. 4 Effective Date ” means the date on which the conditions precedent set forth in Section 3 of Amendment No. 4 are satisfied.

(ii)           Each of the following defined terms is amended as follows:

(A)           The definition of “ Commitments ” is amended by deleting the phrase “Twelve Million Dollars (US$12,000,000) on the Closing Date” and substituting therefor “Ten Million US Dollars (US$10,000,000) on the Amendment No. 4 Effective Date”.

(B)           The definition of “ Commitment Termination Date ” is amended by deleting “March 20, 2012” and substituting therefore “March 20, 2013”.

(C)           The definition of “Index Rate” is amended and restated as follows:

“ Index Rate ” means, for any day, a floating rate equal to the highest rate of the following three rates set forth in clauses (i), (ii) and (iii): (i) the rate publicly quoted from time to time by The Wall Street Journal as the “prime rate” (or, if The Wall Street Journal ceases quoting a prime rate, the rate publicly quoted from time to time as the “prime rate” by another national publication selected by Agent in its sole discretion), (ii) the Federal Funds Rate plus 300 basis points per annum and (iii) the sum of (A) the LIBOR Rate for a three month LIBOR Period determined on the second full LIBOR Business Day next preceding the first day of such LIBOR Period plus (B) the excess of the Applicable Revolver LIBOR Margin over the Applicable Revolver Index Margin.  Each change in any interest rate provided for in the Agreement based upon the Index Rate shall take effect at the time of such change in the Index Rate.

(D)           The definition of “LIBOR Rate” is amended and restated as follows:

“ LIBOR Rate ” means for each LIBOR Period, a rate of interest determined by Agent equal to the offered rate for deposits in United States Dollars for the applicable LIBOR Period that appears on Reuters Screen LIBOR01 Page as of 11:00 a.m.  (London, England time), on the second full LIBOR Business Day next preceding the first day of such LIBOR Period (or if no such offered rate exists, such rate will be the rate of interest determined from such other reporting service or other information as shall be mutually acceptable to Agent a