CONSENT AND AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                           CONSENT AND AMENDMENT NO. 5
                              TO SECOND AMENDED AND
                            RESTATED CREDIT AGREEMENT

      THIS CONSENT AND AMENDMENT NO. 5 (this "Amendment No. 5") is entered into
as of May 1, 2009, 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"; and together with SMP and SI, each
individually, a "Borrower, and collectively, "Borrowers"), 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.

                                   BACKGROUND

      Borrowers, Agent and Lenders are parties to a Second Amended and Restated
Credit Agreement dated as of March 20, 2007 (as amended, restated, supplemented
or otherwise modified from time to time, the "Loan Agreement") pursuant to which
Agent and Lenders provide Borrowers with certain financial accommodations.

      Borrowers have 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 Borrowers 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.

      2. Amendment to Loan Agreement. Subject to satisfaction of the conditions
precedent set forth in Section 4 below, the Loan Agreement is hereby amended as
follows:

            (a) Annex A is amended as follows:

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

                        (A) "Amendment No. 5" means that certain Consent and
                  Amendment No. 5 to Second Amended and Restated Credit
                  Agreement dated as of May 1, 2009 by and among SMP, SI, MCC,
                  SMP Canada, Agent, and the Lenders party thereto.
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                        (B) "Amendment No. 5 Effective Date" means the date on
                  which the conditions precedent set forth in Section 4 of
                  Amendment No. 5 are satisfied.

                        (C) "Exchange Offer" means SMP's Offer to Exchange 15%
                  Convertible Subordinated Debentures due 2011 for up to
                  $20,000,000 in Aggregate Principal Amount of 6-3/4%
                  Subordinated Debentures due 2009.

                        (D) "New Indenture" means that certain Indenture to be
                  dated as of May 6, 2009, between SMP and HSBC Bank USA, N.A.,
                  as trustee, and any documents, agreements or instruments
                  executed in connection therewith, each as amended, restated,
                  supplemented or otherwise modified from time to time.

                        (E) "New Indenture Maturity Reserve" means a reserve
                  which (i) during the period October 15, 2010 through November
                  14, 2010 equals one-sixth of the aggregate amount of the
                  debentures issued under the New Indenture, (ii) during the
                  period November 15, 2010 through December 14, 2010 equals
                  one-third of the aggregate amount of the debentures issued
                  under the New Indenture, (iii) during the period December 15,
                  2010 through January 14, 2011 equals one-half of the aggregate
                  amount of the debentures issued under the New Indenture, (iv)
                  during the period January 15, 2011 through February 14, 2011
                  equals two-thirds of the aggregate amount of the debentures
                  issued under the New Indenture, (v) during the period February
                  15, 2011 through March 14, 2011 equals five-sixths of the
                  aggregate amount of the debentures issued under the New
                  Indenture, and (vi) on and after March 15, 2011 equals one
                  hundred percent (100%) of the aggregate amount of the
                  debentures issued under the New Indenture.

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

                        (A) The definition of "Borrowing Availability" is
                  amended by adding ", the New Indenture Maturity Reserve" in
                  clause (y) following the words "the Canadian Reserve".

                        (B) The definition of "Convertible Debt Refinancing" is
                  amended in its entirety as follows: