CONSENT AND AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS CONSENT AND AMENDMENT NO. 6 (this “Amendment No. 6”) is entered into as of June 26, 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.

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. 6 ” means that certain Consent and Amendment No. 6 to Second Amended and Restated Credit Agreement dated as of June 26, 2009 by and among SMP, SI, MCC, SMP Canada, Agent, and the Lenders party thereto.

(B)           “ Amendment No. 6 Effective Date ” means the date on which the conditions precedent set forth in Section 4 of Amendment No. 6 are satisfied.

(C)           “ Auto Supplier Accounts ” means the Accounts sold by any Borrower in connection with an Auto Supplier Program to a special purpose vehicle that is an Affiliate of an Account Debtor.

(D)           “ Auto Supplier Program ” means a program, pursuant to which a Borrower sells Auto Supplier Accounts at a discount to a special purpose vehicle that is an Affiliate of an Account Debtor, which program is (w) established by the United States Department of the Treasury to support suppliers to the United States automobile industry, (x) administered by a financial institution acceptable to Agent in its sole discretion, and (y) on terms and conditions satisfactory in all respects to Agent in its sole discretion.

(E)           “ Bank Product Agreement ” means, collectively, any of the following financial accommodations or similar agreement entered into by any Borrower or any of its Subsidiaries under which the counterparty of such agreement is (or at the time such agreement was entered into, was) a Lender or an Affiliate of a Lender: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, or (e) cash management, including controlled disbursement accounts or services and Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system.

(F)           “ Excluded Real Property ” means the Real Estate located in Disputanta, Virginia; Greenville, South Carolina; Edwardsville, Kansas; Independence, Kansas; and Mishawaka, Indiana.

(G)           “ New Subordinated Debt ” means the Subordinated Debt issued pursuant to the New Indenture.

(H)            “ 2011 Note Purchase Agreement ” means that certain Note Purchase Agreement, by and among SMP and the purchasers listed therein, pursuant to which SMP shall issue the 2011 Unsecured Notes, which 2011 Note Purchase Agreement shall be in form and substance satisfactory to Agent in its sole discretion.

(I)           “ 2011 Note Purchase Agreement Reserve ” means a reserve which (i) during the period October 15, 2010 through November 14, 2010 equals one-sixth of the aggregate principal amount of the 2011 Unsecured Notes, (ii) during the period November 15, 2010 through December 14, 2010 equals one-third of the aggregate principal amount of the 2011 Unsecured Notes, (iii) during the period December 15, 2010 through January 14, 2011 equals one-half of the aggregate principal amount of the 2011 Unsecured Notes, (iv) during the period January 15, 2011 through February 14, 2011 equals two-thirds of the aggregate principal amount of the 2011 Unsecured Notes, (v) during the period February 15, 2011 through March 14, 2011 equals five-sixths of the aggregate principal amount of the 2011 Unsecured Notes, and (vi) on and after March 15, 2011 equals one hundred percent (100%) of the aggregate principal amount of the 2011 Unsecured Notes, in each case less the aggregate face amount of any notes issued under the 2011 Note Purchase Agreement which may be repurchased or redeemed as provided herein, but in no event may the amount of the 2011 Note Purchase Agreement Reserve be less than zero ($0).

(J)           “ 2011 Unsecured Debt ” means Indebtedness of SMP evidenced by the 2011 Unsecured Debt Documents.

(K)           “ 2011 Unsecured Debt Documents ” means the 2011Unsecured Notes and the 2011 Note Purchase Agreement.

(L)           “ 2011 Unsecured Notes ” means those certain 15% unsecured promissory notes due 2011 to be issued by SMP in an aggregate principal amount not less than $4,000,000 pursuant to the 2011 Note Purchase Agreement, which 2011 Unsecured Notes shall be in form and substance satisfactory to Agent in its sole discretion and subordinate to the Obligations under the Agreement on the same terms as the New Subordinated Debt.

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

(A)           The definition of “Borrowing Availability” is amended by adding “, the 2011 Note Purchase Agreement Reserve” in clause (y) following the words “the Canadian Reserve”.

(B)           The definition of “Borrowing Availability Reserve” is amended and restated as follows:

“ Borrowing Availability Reserve ” means a reserve equal to the amount of $15,000,000, except that (a) effective as of the Convertible Debt Redemption Date, the amount of the Borrowing Availability Reserve shall be $10,000,000 and (b) at any time, for purposes of calculating Borrowing Availability under Section 6.1(vi)(x) and Section 6.2(b)(x), (g)(x) and (h)(x), the amount of the Borrowing Availability Reserve shall be deemed to be $0.”  

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

“ Commitment ” means (i) as to any Lender, the aggregate commitment of such Lender to make Revolving Credit Advances or incur Letter of Credit Obligations as set forth on Annex J to the Agreement or in the most recent Assignment Agreement executed by such Lender and (ii) as to all Lenders, the aggregate commitment of all Lenders to make Revolving Credit Advances or incur Letter of Credit Obligations, which aggregate commitment shall be One Hundred Ninety Million Dollars ($190,000,000) as such amount may be adjusted, if at all, from time to time in accordance with the Agreement including, without limitation, Section 1.18 hereof.”

(D)           The definition of “Commitment Termination Date” is amended by amending and restating clause (a) thereof as follows: “(a) March 20, 2013”.

(E)           The definition of “Convertible Debt Refinancing” is amended in its entirety as follows:

“ Convertible Debt Refinancing ” means any refinancing of, or amendment or modification to (including, without limitation, extending the maturity date thereof), all or any portion of the existing Subordinated Debt under the Indenture, but shall not mean (x) any exchange of the New Subordinated Debt for any existing Subordinated Debt, (y) any refinancing of the existing Subordinated Debt with the proceeds of the 2011 Unsecured Notes or Advances, or (z) any refinancing of the New Subordinated Debt or the 2011 Unsecured Notes with the proceeds of Advances.”

(F)           The definition of “Eligible Real Estate” is amended by adding the following at the end of the first sentence thereof:

“Notwithstanding the foregoing to the contrary, “Eligible Real Estate” shall not include any Excluded Real Property that is subject to a sale leaseback agreement pursuant to Section 6.12.

(G)           The definition of “Excess Formula Availability” is amended by adding “, the 2011 Note Purchase Agreement Reserve” following the words “Indenture Maturity Reserve”.

(H)           The definition of “Fixed Charges” is amended by amending and restating the last sentence thereof as follows:

“Notwithstanding anything herein to the contrary, Fixed Charges specifically exclude payments made in connection with (a) repayments and/or redemptions on the applicable scheduled maturity date of (i) the Subordinated Debt under the Indenture, (ii) the New Subordinated Debt under the New Indenture and  (iii)  the 2011 Unsecured Notes and  (b) payments made by SMP to Wells Fargo Bank N.A. pursuant to the terms of the mortgage encumbering the Real Estate located in Long Island City, New York.”

(I)           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.

(J)           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 and Borrowers); provided that at no time shall the LIBOR Rate be less than 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.”

(K)           The definition of “New Indenture Maturity Reserve” is amended by adding the following at the end of the first sentence: “, in each case less the aggregate face amount of any debentures issued under the New Indenture which may be repurchased or redeemed as provided herein, but in no event may the amount of the New Indenture Maturity Reserve be less than zero ($0).”

(L)           The definition of “Rate Protection Agreement” is amended and restated as follows:

“ Rate Protection Agreement ” means, collectively, (a) any interest rate swap, cap, collar, credit, commodity, floor, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or similar agreement entered into by any Borrower or any of its Subsidiaries under which the counterparty of such agreement is (or at the time such agreement was entered into, w