EXECUTION
VERSION

     

    AMENDMENT
NO. 8

    TO

    SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

     

    This
AMENDMENT NO. 8 (this “Amendment”) is entered into as of this 20th day of May,
2010 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”), 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.

     

    WHEREAS,
Credit Parties, 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 “Credit Agreement”), pursuant to
which Credit Agreement Agent and Lenders provide Borrowers with certain
financial accommodations.

     

    WHEREAS,
Borrowers have requested that Agent and Requisite Lenders make certain
amendments to the Credit Agreement, and Agent and Requisite 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 Credit Agreement.

     

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

     

    (a)          Annex
A shall be amended as follows:

     

    (i)           The
defined terms are deleted in their entirety:

     

    “Canadian
Reserve”;

     

    “SMP
Canada Eligible Accounts”; and

     

    “SMP
Canada Eligible Inventory”.

     

    (ii)          The
following defined terms are amended as follows:


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    (A)         The
definition of “Borrowing Availability” is amended by deleting from subclause (y)
of the second sentence thereof the phrase “, the Canadian Reserve”.

     

    (B)          The
definition of “Borrowing Base” is amended by deleting the phrase “the SMP Canada
Borrowing Base,” from the first sentence thereof;

     

    (C)          The
definition of “Excess Formula Availability” is amended and restated as
follows:

     

    “Excess Formula
Availability” means the average daily difference, for any period of
determination, between (a) the sum of (i) the Aggregate Borrowing Base and (ii)
the SMP Canada Borrowing Base and (b) the sum of (i) the total outstanding
balance of Revolving Loans and (ii) the total outstanding balance of the Term
Loan (in the case of each of subclause (a)(i) and (a)(ii) with trade payables
being paid consistent with past practices, expenses and liabilities being paid
in the ordinary course of business, without acceleration of sales and without
deterioration of working capital).  For purposes of determining
“Excess Formula Availability” under Section 1.5(a)(ii), the Indenture Maturity
Reserve, the 2011 Note Purchase Agreement Reserve, the New Indenture Maturity
Reserve and the Borrowing Availability Reserve shall be deemed to be
$0.”

     

    (D)          The
definition of “Fixed Charges” is amended by amending and restating the second
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, (b) prepayments in
full of the 2011 Unsecured Notes; provided, however, that any such prepayment in
full described in this subclause (b) shall only be excluded from Fixed Charges
to the extent that after giving effect to any such prepayment, Borrowing
Availability is at least equal to $50,000,000, (c) 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.”


    
      
         


      

      
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    (E)          The
definition of “Rate Protection Agreement” shall be amended (A) by deleting from
the end of clause (a) the word “or” and substituting “,” therefor; (B) by
deleting from clause (b) of the first sentence thereof the phrase “, but only to
the extent that the aggregate amount of the outstanding obligations under such
Bank Product Agreement shall not exceed $5,000,000 at any one time (it being
understood that such amount up to $5,000,000 shall constitute a Rate Protection
Agreement and such amount in excess thereof shall not constitute a Rate
Protection Agreement)”; and (C) by adding at the end of clause (b) immediately
prior to “.” the following new clause (c): “any lease for personal property
entered into by any Borrower or any of its Subsidiaries with Agent or any Lender
or an Affiliate of any Lender”.

     

    (F)          The
definition of “Real Estate Reserve” is amended by deleting the phrase “or SMP
Canada Eligible Real Estate, as the case may be,”.

     

    (G)          The
definition of “Reserves” is amended by amending and restating clause (c) as
follows:

     

    “(c)           INTENTIONALLY
OMITTED,”.

     

    (H)          The
definition of “SMP Canada Eligible Equipment” is amended by adding the
parenthetical “(as defined in the Canadian Loan Agreement)” immediately
following the phrase “as to SMP Canada, Equipment”.

     

    (I)           The
definition of “SMP Canada Borrowing Base” is amended by deleting the phrase “SMP
Canada’s Eligible Equipment” from the last paragraph therein and replacing it
with “SMP Canada Eligible Equipment”.

     

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

     

    “Aggregate Borrowing
Availability” means as of any date of determination the lesser of (a) the
sum of (i) the Maximum Amount and (ii) $10,000,000 and (b) the sum of (i) the
Aggregate Borrowing Base and (ii) the SMP Canada Borrowing Base, in the case of
clauses (a) and (b) above, less the sum of (x) the aggregate Revolving Loans
then outstanding and (y) the aggregate advances of the Term Loan then
outstanding; provided that an Overadvance in accordance with Section 1.1(a)(iii)
hereunder or under the Canadian Credit Agreement may cause the Revolving Loan or
the Term Loan, as applicable to exceed the Aggregate Borrowing Base or the SMP
Canada Borrowing Base, as applicable, by the amount of any such permitted
Overadvance.  Aggregate Borrowing Availability shall be determined (x)
with trade payables being paid consistent with past practices, with expenses and
liabilities being paid in the ordinary course of business, without acceleration
of sales and without deterioration of working capital and (y) less the Borrowing
Availability Reserve, the New Indenture Maturity Reserve and the Indenture
Maturity Reserve.


    
      
         


      

      
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    “SMP Canada’s Eligible
Accounts” shall mean all of the Accounts owned by SMP Canada that meet
the eligibility criteria set forth in Section 1.6 of the Canadian Loan
Agreement.

     

    “SMP Canada’s Eligible
Inventory” shall mean all of the Inventory owned by SMP Canada that meets
the eligibility criteria set forth in Section 1.7 of the Canadian Loan
Agreement.

     

    (b)          Section
1.1(a)(i) is amended as follows:

     

    (i)           By
amending and restating the last sentence thereof as follows:

     

    “Notwithstanding
the foregoing to the contrary, in the event that Borrower Representative shall
send notice to Agent (or one of Agent’s representatives identified on Schedule
1.1) that it requests a Revolving Loan at any time that the aggregate daily
Aggregate Borrowing Availability (after giving effect to such Advance) for any
day is $20,000,000 or less, then Borrowers shall submit, together with such
notice, evidence that Borrowers are in compliance with the Fixed Charge Coverage
Ratio required under item 1(a) of Annex G, which evidence shall consist of the
most recent monthly financial statements already delivered to Agent pursuant to
item (a) of Annex E for the twelve month period then ended.”

     

    (ii)          By
deleting the reference to  “Section 1.5(e)” in the tenth sentence
thereof and replacing it with “Section 1.5(d)”.

     

    (c)          The
second paragraph of Section 1.5(a)(ii) is amended by deleting the phrase
“Borrower’s consolidated Excess Formula Availability” therefrom and replacing it
with the phrase “Excess Formula Availability.”

     

    (d)          Section
6.10 is amended by deleting the phrases “Borrowing Availability as to all
Borrowers,” “Borrowing Availability for all Borrowers” and “Borrowing
Availability” and replacing them with “Aggregate Borrowing
Availability.”

     

    (e)          Section
6.14 is amended by deleting each reference to the phrase “Borrowers shall have
Excess Formula Availability” and replacing it with “Credit Parties shall have
Excess Formula Availability.”


    
      
         


      

      
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    3.           Conditions of
Effectiveness.  This Amendment shall become effective as of the
date upon which Agent shall have received (i) four (4) copies of this Amendment
executed by Credit Parties and Requisite Lenders, (ii) four (4) copies of
Amendment No. 5 to Credit Agreement dated as of the date hereof by and among the
Credit Parties, Canadian Agent, the other lender parties thereto and GE Capital
Markets Inc., as lead arranger and book runner, which amendment shall have been
executed by the parties thereto and (iii) such other certificates, instruments,
documents, agreements and opinions of counsel 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.  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.

     

    5.           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.

     

    6.           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.

     

    7.           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).

     

    8.           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.

     

    9.           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 pdf or facsimile transmission shall be deemed to be an
original signature hereto.

     

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    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: 

                	 
      


        

      

    

     

    
      
        
          
            	
                    MARDEVCO
      CREDIT CORP.

                  
	 
      	 
      
	
                    By: 

                  	 
      


          

        

      

      
        
          
            	
                    Name: 

                  	 
      


          

        

      

      
        
          
            	
                    Title: 

                  	 
      


          

        

      

    

    
       

      
        
          
            
              	
                      STANRIC,
      INC.

                    
	 
      	 
      
	
                      By: 

                    	 
      


            

          

        

        
          
            
              	
                      Name: 

                    	 
      


            

          

        

        
          
            
              	
                      Title: 

                    	 
      


            

          

        

      

       

    

    
      
        
          
            
              	
                      SMP
      MOTOR PRODUCTS, LTD.

                    
	 
      	 
      
	
                      By: 

                    	 
      


            

          

        

        
          
            
              	
                      Name: 

                    	 
      


            

          

        

        
          
            
              	
                      Title: 

                    	 
      


            

          

        

      

    

    
       

      
        
          
            
              
                	
                        GENERAL
      ELECTRIC CAPITAL

                        CORPORATION,

                        as Agent and Lender

                      
	 
      	 
      
	
                        By: 

                      	 
      


              

            

          

          
            
              
                	
                        Name: 

                      	 
      


              

            

          

          
            
              
                	
                        Title: 

                      	 
      


              

            

          

        

      

    

     

    (Signatures
continued on next page)

     

    
      
        Signature
page to Amendment No. 8 to Second Amended and Restated Credit Agreement -
1843406

         


      

      
        
        

        
          

        

      

      
         


      

    

    
      
         

        
          
            
              
                
                  	
                          

                            BANK
      OF AMERICA, N.A.,

                            as
      Co-Syndication Agent and Lender

                          

                        
	 
      	 
      
	
                          By: 

                        	 
      


                

              

            

            
              
                
                  	
                          Name: 

                        	 
      


                

              

            

            
              
                
                  	
                          Title: 

                        	 
      


                

              

            

          

        

      

      
        
          
             

            
              
                
                  
                    
                      	
                              

                                WELLS
      FARGO BANK, NATIONAL

                                ASSOCIATION
      (formerly known as Wachovia Bank, National Association), as Co-Syndication
      Agent and a Lender

                              

                            
	 
      	 
      
	
                              By: 

                            	 
      


                    

                  

                

                
                  
                    
                      	
                              Name: 

                            	 
      


                    

                  

                

                
                  
                    
                      	
                              Title: 

                            	 
      


                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	
                              

                                

                                  JPMORGAN
      CHASE BANK, N.A.,

                                  as
      Documentation Agent and a Lender

                                

                              

                            
	 
      	 
      
	
                              By: 

                            	 
      


                    

                  

                

                
                  
                    
                      	
                              Name: 

                            	 
      


                    

                  

                

                
                  
                    
                      	
                              Title: 

                            	
                               
      

                            


                    

                  

                

              

            

          

        

      

    

    
       

      
        
          
            
              
                
                  
                    
                      
                        	
                                

                                  

                                    

                                      HSBC
      BANK USA, NATIONAL ASSOCIATION,

                                      as
      Lender

                                    

                                  

                                

                              
	 
      	 
      
	
                                By: 

                              	 
      


                      

                    

                  

                  
                    
                      
                        	
                                Name: 

                              	 
      


                      

                    

                  

                  
                    
                      
                        	
                                Title: 

                              	 
      


                      

                    

                  

                

              

            

          

        

      

    

     

    (Signatures
continued on next page)

     

    
      
        Signature
page to Amendment No. 8 to Second Amended and Restated Credit Agreement -
1843406

         


      

      
        
        

        
          

        

      

      
         


      

    

    
      
         

        
          
            
              
                
                  
                    
                      
                        
                          	
                                  

                                    

                                      

                                        WELLS
      FARGO CAPITAL FINANCE, LLC

                                        (formerly
      known as Wells Fargo Foothill, LLC), as
      Lender

                                      

                                    

                                  

                                
	 
      	 
      
	
                                  By: 

                                	 
      


                        

                      

                    

                    
                      
                        
                          	
                                  Name: 

                                	 
      


                        

                      

                    

                    
                      
                        
                          	
                                  Title: 

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    

                                      

                                        

                                          GE
      BUSINESS FINANCIAL SERVICES INC.,

                                          as
      Lender

                                        

                                      

                                    

                                  
	 
      	 
      
	
                                    By: 

                                  	 
      


                          

                        

                      

                      
                        
                          
                            	
                                    Name: 

                                  	 
      


                          

                        

                      

                      
                        
                          
                            	
                                    Title: 

                                  	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
            Signature
page to Amendment No. 8 to Second Amended and Restated Credit Agreement -
1843406