EXECUTION
COPY

     

    CONSENT
AND AMENDMENT NO. 7

    TO

    SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

     

    This
CONSENT AND AMENDMENT NO. 7 (this “Amendment”) is entered into as of this ____
day of November, 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”) (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 consent to certain
proposed transactions and 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.  (a)  All
capitalized terms not otherwise defined herein shall have the meanings given to
them in the Credit Agreement.

     

    (b)           The
following defined terms shall have the respective meanings set forth
below:

     

    “SMP Europe” means
Standard Motor Products Europe Limited.

     

    “SMP Hong Kong” means
Standard Motor Products (Hong Kong), Ltd.

     

    “SMP Intercompany Trading
Accounts” means those certain intercompany trading accounts in the
aggregate amount of £1,300,000, as more thoroughly described on Part 2 of
Schedule 1 to the SMP UK Stock Purchase Agreement.

     

    “SMP UK” means
Standard Motor Products Holdings Limited.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “SMP UK Purchasers”
means those certain individuals defined collectively as the “Buyers” in the SMP
UK Stock Purchase Agreement.

     

    “SMP UK Sale” means
(i) the capitalization of debt and transfer by SMP to SMP Hong Kong of all of
SMP’s issued and outstanding shares of SMP UK, and (ii) the sale by SMP Hong
Kong to the SMP UK Purchasers of all issued and outstanding shares of SMP UK for
a purchase price of £1 and the payment of the SMP Intercompany Trading Accounts
pursuant to the SMP UK Stock Purchase Agreement and associated promissory note
referenced therein.

     

    “SMP UK Stock Purchase
Agreement” means that certain Share Sale and Purchase Agreement by and
among SMP Hong Kong as seller, SMP UK Purchasers as purchasers, and SMP,
pursuant to which SMP Hong Kong shall sell all of its issued and outstanding
shares of SMP UK to SMP UK Purchasers, which agreement shall in final form
conform in all materials respects to the terms and conditions of the draft
agreement dated November 6, 2009.

     

    2.           Consent.  Subject
to the satisfaction of the conditions precedent set forth in Section 4 below and
notwithstanding anything to the contrary contained in the Credit Agreement,
Agent and Requisite Lenders hereby consent to the SMP UK Sale so long as (a) SMP
shall remit to Agent to prepay the Loans in accordance with the provisions of
Section 1.3(b)(ii) of the Credit Agreement all of its share of the cash proceeds
of the SMP UK Sale when such funds are transferred to the United States,
together with any portion of SMP Hong Kong’s share of the cash proceeds of the
SMP UK Sale which are distributed to SMP when such funds are transferred to the
United States, (b) the SMP Intercompany Trading Accounts shall be evidenced by
that certain promissory note in form and substance reasonably satisfactory to
Agent and payable by SMP UK and SMP Europe to SMP and SMP Hong Kong, and, upon
the consummation of the SMP UK Sale, such promissory note shall be duly pledged,
endorsed and delivered to Agent as collateral security for the Obligations and
shall be subject to a first priority Lien in favor of Agent, for its benefit and
for the ratable benefit of Lenders, (c) SMP shall execute and deliver such
amendments to the applicable Pledge Agreements as are reasonably requested by
Agent to evidence such Lien and (d) SMP and SMP Hong Kong shall have delivered
to Agent for the benefit of Agent and Lenders all stock certificates
representing the voting common shares of SMP UK and its Subsidiaries delivered
and pledged to SMP and SMP Hong Kong upon consummation of the SMP UK Sale, and
Agent shall hold such stock certificates until payment in full of the promissory
note described in subparagraph 2(b) above.

     

    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:

     

    (a)           Clause
(a) of Annex I (Section 11.10) shall be amended and restated in its entirety as
follows:

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	  	
              “(A) 

            	
              If
      to Agent or GE Capital, at

            


    

    


    General
Electric Capital Corporation

    10
Riverview Drive

    Danbury,
Connecticut 06810

    
      	  	
              Attention: 

            	
              Account
      Manager - Standard Motor Products,
Inc.

            


    

    
      	  	
              Facsimile: 

            	
              (203)
      956-4240

            


    

    
      	  	
              Telephone: 

            	
              (203)
      956-4115

            


    

    


    with
copies to:

    


    Hahn
& Hessen LLP

    488
Madison Avenue

    New York,
New York 10022

    
      	  	
              Attention: 

            	
              Steven
      J.  Seif, Esq.

            


    

    
      	  	
              Facsimile: 

            	
              (212)
      478-7400

            


    

    
      	  	
              Telephone: 

            	
              (212)
      478-7200

            


    

    


    and

    


    General
Electric Capital Corporation

    201
Merrit Seven

    Norwalk,
Connecticut 06856

    
      	  	
              Attention: 

            	
              Corporate
      Counsel - Commercial Finance

            


    

    
      	  	
              Facsimile: 

            	
              (203)
      956-4001

            


    

    
      	  	
              Telephone: 

            	
              (203)
      956-4370”

            


    

    


    4.           Conditions of
Effectiveness.  This Amendment shall become effective as of the
date upon which Agent shall have received four (4) copies of this Amendment
executed by Credit Parties and Requisite Lenders and 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.

     

    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.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

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

     

    6.           No
Waiver.  Except as set forth in Section 2 hereof, 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 pdf or facsimile transmission shall be deemed to be an
original signature hereto.

     

    [remainder
of page intentionally left blank]

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    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 Consent and Amendment No. 7 to Second Amended and Restated Credit
Agreement - 1764804

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 
      	
                                              BANK
      OF AMERICA, N.A.,

                                            
	 
      	
                                              as
      Co-Syndication Agent and Lender

                                            
	 
      	 
      
	 
      	
                                              By:

                                            	 
      
	 
      	
                                              Name:

                                            	 
      
	 
      	
                                              Title:

                                            	 
      
	 
      	 
      
	 
      	
                                              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:

                                            	 
      
	 
      	 
      
	 
      	
                                              WELLS
      FARGO FOOTHILL, LLC

                                            
	 
      	
                                              as
      Lender

                                            
	 
      	 
      
	 
      	
                                              By:

                                            	 
      
	 
      	
                                              Name:

                                            	 
      
	 
      	
                                              Title:

                                            	  
      


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    (Signatures
continued on next page)

     

    Signature
page to Consent and Amendment No. 7 to Second Amended and Restated Credit
Agreement - 1764804

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	 
      	
                      GE
      BUSINESS FINANCIAL SERVICES INC.,

                    
	 
      	
                      as
      Lender

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

          

        

      

    

    


    Signature
page to Consent and Amendment No. 7 to Second Amended and Restated Credit
Agreement - 1764804