WAIVER AND AMENDMENT NO. 5
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

         This WAIVER AND AMENDMENT NO. 5 (this "Amendment") is entered into as
of this 9th day of May, 2005 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"),(SMP, SI and MCC are sometimes
collectively referred to herein as "Borrowers" and individually as a
"Borrower"), the other Credit Parties signatory to the Credit Agreement (as
herein defined), lenders who are party to the Credit Agreement ("Lenders"),
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as
Agent for Lenders ("Agent"), BANK OF AMERICA, N.A., for itself, as Lender, and
as Syndication Agent, and GMAC COMMERCIAL FINANCE LLC (as successor by merger to
GMAC Commercial Credit LLC), for itself, as Lender, and as Documentation Agent.

         WHEREAS, pursuant to that certain Amended and Restated Credit Agreement
dated as of February 7, 2003, by and among Borrowers, Credit Parties, Agent,
Syndication Agent, Documentation Agent and Lenders (including all annexes,
exhibits and schedules thereto, as from time to time amended, restated,
supplemented or otherwise modified, the "Credit Agreement"), Lenders have made
Loans to, and incurred Letter of Credit Obligations on behalf of Borrowers; and

         WHEREAS, Borrowers have requested Agent and Requisite Lenders waive an
Event of Default existing with respect to the Fixed Charge Coverage Ratio as of
March 31, 2005 and to amend such covenant for subsequent fiscal periods, and
Agent and Requisite Lenders are willing to do so on the terms and conditions
hereafter set forth.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in furtherance of the
Borrowers' duties to give further assurances to the Agent and Lenders pursuant
to the terms of the Credit Agreement, the parties hereto agree as follows:

         1. DEFINITIONS. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Credit Agreement.

         2. WAIVER. Subject to the satisfaction of the conditions precedent set
forth in Section 4 below Agent and Requisite Lenders hereby waive the Event of
Default existing pursuant to Section 8.1(b) of the Credit Agreement solely as a
result of Borrowers' failure to comply with the Minimum Fixed Charge Coverage
Ratio contained in Annex G for the Fiscal Quarter ended on March 31, 2005.

         3. AMENDMENTS TO CREDIT AGREEMENT. Subject to satisfaction of the
conditions precedent set forth in Section 4 below, the Credit Agreement is
hereby amended as follows:
<PAGE>

         (a) Section 6.8(f) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:

                           "(f) the sale of any (x) Sun Trust Drafts pursuant to
                           the AutoZone/Sun Trust Program, and (y) Customer
                           Drafts pursuant to the applicable Customer Programs;
                           PROVIDED, HOWEVER, Borrowers shall not permit Early
                           Draft Sales to exceed 15% of Borrowers total net
                           sales for (a) the two (2) month period ending June
                           30, 2005, (b) the five (5) month period ending
                           September 30, 2005, (c) the eight (8) month period
                           ending December 31, 2005, (d) the eleven (11) month
                           period ending March, 2006 and (e) the four Fiscal
                           Quarters ending on the last day of each March, June,
                           September and December thereafter."

         (b) Annex A of the Credit Agreement is hereby amended by adding the
following defined term in its appropriate alphabetical order:

                           "EARLY DRAFT SALES" shall mean the sale of SunTrust
                           Drafts and Customer Drafts more than ten (10) days
                           prior to the maturity date of such drafts to SunTrust
                           Bank, or such other acceptable bank with whom Agent
                           has entered into a satisfactory intercreditor
                           agreement regarding the payment of the purchase price
                           for the SunTrust Drafts and Customer Drafts being
                           sold to such bank.

         (c) Annex E of the Credit Agreement is hereby amended by amending the
first sentence of Section (a) to provide as follows:

                                    "(a) MONTHLY FINANCIALS. To Agent and
                           Lenders, within thirty (30) days after the end of
                           each Fiscal Month (other than January), financial
                           information regarding Borrowers and their
                           Subsidiaries, certified by the chief financial
                           officer or treasurer of Borrower Representative,
                           consisting of consolidated and consolidating (i)
                           unaudited balance sheets as of the close of such
                           Fiscal Month and the related statements of income and
                           cash flows for that portion of the Fiscal Year ending
                           as of the close of such Fiscal Month; (ii) unaudited
                           statements of income and cash flows for such Fiscal
                           Month, setting forth in comparative form the figures
                           for the corresponding period in the prior year and
                           the figures contained in the Projections for such
                           Fiscal Year, all prepared (other than the
                           Projections) in accordance with GAAP (subject to
                           normal year-end adjustments); (iii) a summary of the
                           outstanding balance of all Intercompany Notes as of
                           the last day of that Fiscal Month; (iv) a summary of
                           the total Net Sales as of the last day of that Fiscal
                           Month for such Fiscal Month and for the Fiscal Year
                           to date; and (v) a summary of the Early Draft Sales
                           as of the last day of that Fiscal Month for such
                           Fiscal Month and for the Fiscal Year to date."


                                      -2-
<PAGE>

         (d) Annex G of the Credit Agreement is hereby amended by amending
Section 2(b) in its entirety to provide as follows:

                           "(b) MINIMUM FIXED CHARGE COVERAGE RATIO. Borrowers
                           and their Subsidiaries on a consolidated basis shall
                           have, at the end of each Fiscal Quarter set forth
                           below, a Fixed Charge Coverage Ratio for the 12-month
                           period then ended (or with respect to the Fiscal
                           Quarters ending on or before December 31, 2005, the
                           period commencing on January 1, 2005 and ending on
                           the last day of such Fiscal Quarter) of not less than
                           the following:

                 FISCAL QUARTER                              FIXED CHARGE
                 ENDING                                      COVERAGE RATIO
                 ------                                      --------------
                 June 30, 2005                               1.10 to 1.00

                 September 30, 2005                          1.10 to 1.00

                 December 31, 2005 and each                  1.10 to 1.00"
                 Fiscal Quarter ending
                 thereafter

         4. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective
as of the date upon which Agent shall have received (i) ten (10) copies of this
Amendment executed by Borrowers, Requisite Lenders and each of the Guarantors,
and (ii) payment of an amendment fee of $100,000 which shall be paid to Agent
for the ratable benefit of those Lenders that execute this Amendment on or
before May 9, 2005 (which fee shall be charged by Agent to the Revolving Loan
balance).

         5. REPRESENTATIONS AND WARRANTIES. Borrowers hereby represent and
warrant as follows:

         (a) This Amendment and the Credit Agreement, as amended hereby,
constitute legal, valid and binding obligations of Borrowers and are enforceable
against Borrowers in accordance with their respective terms.

         (b) Upon the effectiveness of this Amendment, each Borrower hereby
reaffirms all covenants, representations and warranties made in the Credit
Agreement as amended hereby and agree that all such covenants, representations
and warranties shall be deemed to have been remade as of the effective date of
this Amendment.

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

         (d) Borrowers have no defense, counterclaim or offset with respect to
the Credit Agreement.


                                      -3-
<PAGE>

         6. NO WAIVER. The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of Agent
or any Lender, nor constitute a waiver of any provision of the Credit Agreement,
or any other documents, instruments or agreements executed and/or delivered
under or in connection therewith.

         7. EFFECT ON THE CREDIT AGREEMENT. All references in the Credit
Agreement and the other Loan Documents to the Credit Agreement shall be deemed
to refer to the Credit Agreement as amended hereby.

         8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW RULES).

         9. 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.

         10. COUNTERPARTS; FACSIMILE. This Amendment may be executed in any
number of several counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument. Any
signature delivered by a party by facsimile transmission shall be deemed to be
an original signature hereto.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -4-
<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed and delivered by its duly authorized officer as of the
date first set forth above.

                           STANDARD MOTOR PRODUCTS, INC.

                           By:
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------

                           STANRIC, INC.

                           By:
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------

                           MARDEVCO CREDIT CORP.

                           By:
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------

                           GENERAL ELECTRIC CAPITAL
                           CORPORATION,
                           as Agent and Lender

                           By:
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------

                       (SIGNATURES CONTINUED ON NEXT PAGE)


                                      -5-
<PAGE>

                           GMAC COMMERCIAL FINANCE LLC,
                           as Documentation Agent and Lender

                           By:
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------

                           BANK OF AMERICA, N.A.,
                           as Syndication Agent and Lender

                           By:
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------

                           GE BUSINESS CAPITAL CORPORATION,
                           as Lender

                           By:
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------

                           CONGRESS FINANCIAL CORPORATION,
                           as Lender

                           By:
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------

                       (SIGNATURES CONTINUED ON NEXT PAGE)


                                      -6-
<PAGE>

                           JP MORGAN CHASE BANK,
                           as Lender

                           By:
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------

                           HSBC BANK USA, NATIONAL ASSOCIATION,
                           as Lender

                           By:
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------

                           WELLS FARGO FOOTHILL,
                           as Lender

                           By:
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------

                           MERRILL LYNCH CAPITAL, a Division of MERRILL LYNCH
                           BUSINESS FINANCIAL SERVICES INC.,
                           as Lender

                           By:
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------

                       (SIGNATURES CONTINUED ON NEXT PAGE)


                                      -7-
<PAGE>

CONSENTED TO:

SMP MOTOR PRODUCTS LTD.

By:
   --------------------------------------------------
Name:
     ------------------------------------------------
Title:
      -----------------------------------------------

EAGLEMOTIVE CORPORATION

By:
   --------------------------------------------------
Name:
     ------------------------------------------------
Title:
      -----------------------------------------------

MOTORTRONICS, INC.

By:
   --------------------------------------------------
Name:
     ------------------------------------------------
Title:
      -----------------------------------------------


                                      -8-