EXECUTION
VERSION

    


    AMENDMENT
NO. 6 TO CREDIT AGREEMENT

     

    THIS
AMENDMENT NO. 6 (this “Amendment No. 6”) is entered
into as of November  10, 2010, 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”; and together with SMP,
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 the Lenders (“Agent”), and GE CAPITAL
MARKETS, INC., as Lead Arranger and Bookrunner.

     

    BACKGROUND

     

    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.

     

    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)          Annex
A to the Loan Agreement is hereby amended as follows:

     

    (i)             By
adding the following defined terms in appropriate alphabetical
order:

     

    “Amendment No. 6”
means that certain Amendment No. 6 to Credit Agreement dated as of November 10,
2010 by and among Borrower, SMP, SI, and Agent, and the Lenders party
thereto.

     

    “Amendment No. 6 Effective
Date” means November 10, 2010.

     

    “Reloading Accordion”
shall have the meaning assigned to such term in the US Credit
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Reloading Appraisal”
shall have the meaning assigned to such term in the US Credit
Agreement.

     

    (ii)            By
amending and restating the defined terms “Additional Amortizing Availability”
and “Amortizing Availability” as follows:

     

    “Additional Amortizing
Availability” means (i) up to the lesser of (x) US$750,000 or (y) the sum
of (a) as to Eligible Real Estate purchased by Borrower after the Amendment No.
6 Effective Date, fifty percent (50%) of the Fair Market Value (or the
Equivalent Amount in Dollars) of such Eligible Real Estate and (b) as to
Eligible Equipment purchased by Borrower after the Amendment No. 6 Effective
Date, 85% of the Net Orderly Liquidation Value (or the Equivalent Amount in
Dollars) of such Eligible Equipment as set forth in the most recent appraisal
prepared by an independent appraisal firm acceptable to Agent (Agent agrees that
Michael Fox International shall be deemed an acceptable appraiser with respect
to Borrower’s machinery and equipment); provided, however, that Borrowing
Availability arising solely under this clause (i)(y) shall not exceed 50% of the
total Borrowing Availability less (ii) one-twenty fourth (and, after exercise of
the Reloading Accordion option, one-twentieth) of the amount determined under
clause (i) for each full Fiscal Quarter occurring after the purchase of such
Eligible Real Estate or Eligible Equipment, as the case may be.

     

    “Amortizing
Availability” means (A) US$291,000 less US$32,000 per Fiscal Quarter
commencing with the Fiscal Quarter ending March 31, 2011, plus (B) the
Additional Amortizing Availability, minus (C) an amount equal to (i) 50% of the
Fair Market Value of any Eligible Real Estate as of the Amendment No. 6
Effective Date or the date it is purchased by Borrower or 85% of
the  Net Orderly Liquidation Value of any Eligible Equipment of
Borrower as of the Amendment No. 6 Effective Date or the date it is purchased by
Borrower, which is the basis of Amortizing Availability, and which is subject to
a loss, sale, destruction or other disposition, less (ii) the product of
one-twenty fourth of the amount determined under the preceding clause (i) and
the number of full Fiscal Quarters that have occurred since the Amendment No. 6
Effective Date or the purchase of such Eligible Real Estate or Eligible
Equipment to the date of such loss, sale, destruction or other disposition, as
the case may be. In no event, at any time, shall the amount included in
Amortizing Availability based upon the Fair Market Value of Eligible Real Estate
exceed 50% of such Amortizing Availability. Notwithstanding the foregoing, in
the event that the Reloading Accordion option is exercised under the US Credit
Agreement, (a) clause (A) of the definition of “Amortizing Availability” shall
mean the sum of (i) 50% of the Fair Market Value of Eligible Real Estate as set
forth on the Reloading Appraisal, plus (ii) 85% of the Net Orderly Liquidation
Value of Eligible Equipment as set forth on the Reloading Appraisal, minus (iii)
one-twentieth of the sum of subclauses (i) and (ii) of this sentence commencing
with the Fiscal Quarter ending immediately following the effective date of the
Reloading Accordion and (b) subclause (C)(ii) of the definition of “Amortizing
Availability” shall mean the product of one-twentieth of the amount determined
under the subclause (C)(i) and the number of full Fiscal Quarters that have
occurred since the effective date of the Reloading Appraisal or the purchase of
such Eligible Real Estate or Eligible Equipment to the date of such loss, sale,
destruction or other disposition, as the case may be.


    
      
         


      

      
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    (iii)           By
amending the term “Borrowing Base” by amending and restating the last paragraph
thereof as follows:

     

    “in each
case less any Reserves established by Agent at such time in its reasonable
credit judgment. Notwithstanding anything contained herein to the contrary, for
purposes of determining the Borrowing Base, (a) the value of Eligible Inventory
acquired by any Credit Party from any other Credit Party shall be the lower of
cost (determined on a first in, first out basis) or market of either the selling
Credit Party or the purchasing Credit Party, whichever is lower and (b) the Net
Orderly Liquidation Value of any Eligible Equipment or Eligible Inventory and
the Fair Market Value of any Eligible Real Estate may be adjusted by Agent from
time to time to reflect the results of the most recent appraisal
thereof.”

     

    (iv)           By
amending the term “Commitment Termination Date” by deleting the year 2013
appearing therein and inserting the year 2014 in lieu thereof.

     

    (b)         Exhibit
1.1(a)(i) is hereby deleted in its entirety and replaced with Exhibit 1.1(a)(i)
attached hereto.

     

    3.           Conditions of
Effectiveness.  This Amendment No. 6 shall become effective
upon satisfaction of the following conditions precedent: Agent shall have
received: (i) four (4) copies of this Amendment No. 6 executed by Borrower, the
other Credit Parties and Lenders, (ii) four (4) copies of the Third Amended and
Restated US Credit Agreement executed by the Credit Parties, the “Agent” under
the US Credit Agreement and the “Lenders” under the US Credit Agreement, (iii) a
non-refundable amendment fee in the amount of $25,000, which fee shall be
charged to the Loan Account (as such term is defined in the US Credit Agreement)
under the US Credit Agreement and (iv) such other certificates, instruments,
documents and agreements as may be required by Agent or its counsel, each of
which shall be in form and substance satisfactory to Agent and its
counsel.

     

    4.           Representations and
Warranties.  Borrower hereby represents and warrants as
follows:

     

    (a)          This
Amendment No. 6 and the Loan Agreement, as amended hereby, constitute legal,
valid and binding obligations of Borrower and are enforceable against Borrower
in accordance with their respective terms.

     

    (b)          Upon
the effectiveness of this Amendment No. 6, Borrower hereby reaffirms all
covenants, representations and warranties made in the Loan Agreement to the
extent the same are not amended hereby and agrees that all such covenants,
representations and warranties shall be deemed to have been remade as of the
effective date of this Amendment No. 6.


    
      
         


      

      
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    (c)          No
Event of Default or Default has occurred and is continuing or would exist after
giving effect to this Amendment No. 6.

     

    (d)          The
Borrower does not have any defence, counterclaim or offset with respect to the
Loan Agreement.

     

    5.           Effect on the Loan
Agreement.

     

    (a)          Upon
the effectiveness of Section 2 hereof, each reference in the Loan Agreement to
“this Agreement”, “hereunder,” “hereof,” “herein” or words of like import shall
mean and be referenced to the Loan Agreement as amended hereby.

     

    (b)          Except
as specifically amended herein, the Loan Agreement, and all other documents,
instruments and agreements executed and/or delivered in connection therewith,
shall remain in full force and effect, and are hereby ratified and
confirmed.

     

    (c)          The
execution, delivery and effectiveness of this Amendment No. 6 shall not operate
as a waiver of any right, power or remedy of Agent or Lenders, nor constitute a
waiver of any provision of the Loan Agreement, or any other documents,
instruments or agreements executed and/or delivered under or in connection
therewith.

     

    6.           Governing
Law.  This Amendment No. 6 shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
and shall be governed by and construed in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable
therein.

     

    7.           Headings.  Section
headings in this Amendment No. 6 are included herein for convenience of
reference only and shall not constitute a part of this Amendment No. 6 for any
other purpose.

     

    8.           Counterparts;
Facsimile.  This Amendment No. 6 may be executed by the parties
hereto in one or more counterparts, each of which shall be deemed an original
and all of which when taken together shall constitute one and the same
agreement.  Any signature delivered by a party by facsimile
transmission shall be deemed to be an original signature hereto.

    


    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
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    IN
WITNESS WHEREOF, this Amendment No. 6 has been duly executed as of the day and
year first written above.

    


    
      
        	
                SMP
      MOTOR PRODUCTS LTD.

              
	 
      
	
                By:

              	
                  

              
	 
      	
                Name:

                Title:

              


      

    

    


    The
following Persons are signatories to this Amendment No. 6 in their capacity as
Credit Parties and not as Borrower.

    


    
      
        
          
            	
                    STANRIC,
      INC.

                  
	 
      
	
                    By:

                  	
                      

                  
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      

    

    


    
      
        
          
            	
                    STANDARD
      MOTOR PRODUCTS, INC.

                  
	 
      
	
                    By:

                  	
                      

                  
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      

    

    


    [Additional
Signature Page to Follow]

    


    Signature
Page to Amendment No. 6 to Canadian Credit Agreement - 1933527


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                GE
      CANADA FINANCE HOLDING COMPANY, as Agent and Lender

              
	 
      
	
                By:

              	
                  

              
	 
      	
                Name:

                Title:

              


      

    

    


    
      
        	
                BANK
      OF AMERICA, N.A., by its Canada Branch as Co-Syndication and
      Lender

              
	 
      
	
                By:

              	
                  

              
	 
      	
                Name:

                Title:

              


      

    

    


    
      
        	
                JPMORGAN
      CHASE BANK, N.A., Toronto Branch

              
	 
      
	
                By:

              	
                  

              
	 
      	
                Name:

                Title:

              


      

    

    


    [Additional
Signature Page to Follow]

    


    Signature
Page to Amendment No. 6 to Canadian Credit Agreement - 1933527


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                WELLS
      FARGO FOOTHILL CANADA ULC

              
	 
      
	
                By:

              	
                  

              
	 
      	
                Name:

                Title:

              


      

    

    


    
      
        	
                WELLS
      FARGO CAPITAL FINANCE CORPORATION CANADA

              
	 
      
	
                By:

              	
                  

              
	 
      	
                Name:

                Title:

              


      

    

     

    Signature
Page to Amendment No. 6 to Canadian Credit Agreement - 1933527