EXECUTION
VERSION

    


    AMENDMENT
NO. 5 TO CREDIT AGREEMENT

     

    THIS
AMENDMENT NO. 5 (this “Amendment No. 5”) is entered
into as of May 20, 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”), MARDEVCO CREDIT CORP., a
New York corporation (“MCC”; and together with SMP,
SI and MCC, 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 to convert the Term Loan from a non-revolving term credit to a
revolving term credit, 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)          The
recitals to the Agreement are amended as follows:

     

    
      	
               
      

            	
              (i)

            	
              By
      amending and restating the first recital as
  follows:

            


    

     

    “WHEREAS,
on the Closing Date, Borrower requested that Lenders extend term credit
facilities to Borrower of up to Seven Million US Dollars (US$7,000,000) to
enable Borrower to make a loan or pay a dividend in an amount not exceeding
US$7,000,000 to its parent corporation, Standard Motor Products, Inc.
(“Parent”), and for these purposes, Lenders were willing to make a term loan to
Borrower of up to such amount upon the terms and conditions set forth
herein;

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    WHEREAS,
on March 20, 2007, Borrower requested, and Lenders agreed, to increase the
available amount of the term credit facilities to up to Twelve Million US
Dollars (US$12,000,000);

     

    WHEREAS,
on the Amendment No. 4 Effective Date, Borrower requested, and Lenders agreed,
to decrease the available amount of the term credit facilities to up to Ten
Million US Dollars (US$10,000,000);

     

    WHEREAS,
on the Amendment No. 5 Effective Date, Borrower requested that Lenders convert
the term credit facilities to revolving credit facilities in the aggregate
amount of up to Ten Million US Dollars (US$10,000,000) for the purpose of
providing working capital financing for the general corporate purposes of
Borrower and Lenders are willing to make certain loans and other extensions of
credit to Borrower of up to such amount upon the terms and conditions set forth
herein.”

     

    (b)           Section
1.1 of the Loan Agreement is hereby amended and restated as
follows:

     

    “(a)         Revolving Credit
Facility.

     

    (i)           Subject
to the terms and conditions hereof each Lender agrees to make available to the
Borrower from time to time until the Commitment Termination Date its Pro Rata
Share of advances (collectively, the “Term Loan”) denominated in US
Dollars.  The Pro Rata Share of the Term Loan of any Lender shall not
at any time exceed its separate Term Loan Commitment.  The obligations
of each Lender hereunder shall be several and not joint.  The Borrower
confirms that, on the Closing Date, the outstanding principal balance of the
Term Loan to the Borrower was US$7,000,000.  Until the Commitment
Termination Date, the Borrower may borrow, repay and reborrow under this Section
1.1(a)(i); provided that the amount of any advance of the Term Loan to be made
at any time shall not exceed Borrowing Availability at such
time.  Borrowing Availability may be reduced by Reserves imposed by
Agent in its reasonable credit judgment.  Each advance of the Term
Loan shall be made on notice by Borrower to Agent at the address specified
herein.  Any such notice must be given no later than (1) noon (Toronto
time) on the Business Day of the proposed advance, in the case of an Index Rate
Loan, or (2) noon (Toronto time) on the date which is three (3) Business Days
prior to the proposed advance, in the case of a LIBOR Loan.  Each such
notice (a “Notice of
Advance”) must be given in writing (by telecopy or overnight courier)
substantially in the form of Exhibit 1.1(a)(i), and shall include the
information required in such Exhibit and such other information as may be
reasonably required by Agent.  If Borrower desires to have the
advances bear interest by reference to a LIBOR Rate, Borrower must comply with
Section 1.5(e).  Notwithstanding the foregoing to the contrary, in the
event that Borrower shall send notice to Agent that it requests an advance of
the Term Loan at any time that the aggregate daily Aggregate Borrowing
Availability (after giving effect to such advance) for any day is US$20,000,000
or less, then Borrower shall submit, together with such notice, evidence that
Credit Parties are in compliance with the Fixed Charge Coverage Ratio required
under item 1(a) of Annex G to the US Credit Agreement, which evidence shall
consist of the most recent monthly financial statements already delivered to
Agent pursuant to item (a) of Annex E to the US Credit Agreement for the twelve
month period then ended.

     

    
      
         


      

      
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    (ii)           Except
as provided in Section 1.12, Borrower shall execute and deliver to each Lender a
note to evidence the Term Loan Commitment of that Lender.  Each note
shall be in the principal amount of the Term Loan Commitment of the applicable
Lender, dated the Amendment No. 5 Effective Date and substantially in the form
of Exhibit 1.1 (each a “Term Note” and,
collectively, the “Term
Notes”).  Each Term Note shall represent the obligation of the
Borrower to pay the amount of the applicable Lender’s Term Loan Commitment or,
if less, such Lender’s Pro Rata Share of the aggregate unpaid principal amount
of all advances of the Term Loan to Borrower, together with interest thereon as
prescribed in Section 1.5.  The entire unpaid balance of the aggregate
Term Loan and all other non-contingent Obligations shall be immediately due and
payable in full in immediately available funds on the Commitment Termination
Date.

     

    (iii)           Anything
in this Agreement to the contrary notwithstanding, at the request of Borrower,
in its discretion Agent may (but shall have absolutely no obligation to), make
advances of the Term Loan to Borrower on behalf of Lenders in amounts that cause
the outstanding balance of the aggregate Term Loan to exceed the Borrowing Base
(any such excess advances of the Term Loan are herein referred to collectively
as “Overadvances”) which
the Agent, in its reasonable business judgment, deems necessary or desirable (a)
to preserve or protect the Collateral, or any portion thereof, (b) to enhance
the likelihood of, or maximize the amount of, repayment of the Term Loan and
other Obligations, or (c) to pay any other amount chargeable to Borrower
pursuant to the terms of this Agreement; provided that (A) no such event or
occurrence shall cause or constitute a waiver of Agent’s or Lenders’ right to
refuse to make any further Overadvances or advances of the Term Loan at any time
that an Overadvance exists, and (B) no Overadvance shall result in a Default or
Event of Default based on Borrower’s failure to comply with Section 1.3(b)(iii)
for so long as Agent permits such Overadvances to be outstanding, but solely
with respect to the amount of such Overadvance.  If an Overadvance is
made, or permitted to remain outstanding then all Lenders shall be bound to
make, or permit to remain outstanding such Overadvance based upon their Pro Rata
Share of the Term Loan Commitment in accordance with the terms of this
Agreement.  In addition, Overadvances may be made even if the
conditions to lending set forth in Section 2 have not been met.  All
Overadvances shall constitute Index Rate Loans, shall bear interest at the
Default Rate and shall be payable on the earlier of demand or the Commitment
Termination Date.  Except as otherwise provided in Section 1.11(b),
the authority of Agent to make Overadvances is limited to an aggregate amount
not to exceed US$500,000 at any time, shall not cause the aggregate Term Loan to
exceed US$10,000,000, and may be revoked prospectively by a written notice to
Agent (with a copy thereof to Borrower) signed by Requisite
Lenders.

     

    
      
         


      

      
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    (b)           Revolving Credit Advances;
Payment.  The parties hereto acknowledge and agree that
effective as of the Amendment No. 5 Effective Date, (i) the Term Loan is a
revolving credit facility and (ii) the use of the defined terms “Term Loan,”
“Term Loan Commitment,” “Term Loan Commitments,” “Term Note” and words of
similar import is for convenience only and such defined terms refer to the
revolving credit loans hereunder, the revolving credit loan commitment
hereunder, the revolving credit loan commitments hereunder and the revolving
credit promissory notes issued hereunder.  Any advance of funds under
the Term Loan Commitments shall be requested and made in a minimum amount of
US$500,000.

     

    (c)           Reliance on
Notices.  Agent shall be entitled to rely upon, and shall be
fully protected in relying upon, any Notice of Advance, any Notice of
Conversion/Continuation — LIBOR or any similar notice believed by Agent to be
genuine.  Agent may assume that each Person executing and delivering
any notice in accordance herewith was duly authorized, unless the responsible
individual acting thereon for Agent has actual knowledge to the
contrary.”

     

    (c)          Section
1.3 of the Loan Agreement is hereby amended as follows:

     

    (i)           By
amending and restating subsection (a) as follows:

     

    “(a)           Voluntary Prepayments and
Termination of Term Loan Commitments.  Borrower may at any time
on at least five (5) days’ prior written notice by Borrower to Agent terminate
the Term Loan Commitments; provided that upon such termination, all Loans and
other Obligations shall be immediately due and payable in full.  Any
such termination of the Term Loan Commitments must be accompanied by the payment
of any LIBOR funding breakage costs in accordance with Section
1.13(b).  Upon any termination of the Term Loan Commitments,
Borrower’s right to request advances of the Term Loan shall simultaneously be
terminated.

     

    (ii)           By
amending and restating the parenthetical in the first sentence of subsection
(b)(i) as follows:

     

    
      
         


      

      
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    “(excluding proceeds of
asset dispositions permitted by Sections 6.8(a) and (h) of the US Credit
Agreement; provided, however, that in the case only of asset dispositions
permitted by Section 6.8(h) of the US Credit Agreement, cash proceeds of such
asset dispositions shall be excluded from the mandatory prepayment requirements
of this Section 1.3(b) only to the extent that such cash proceeds are applied in
accordance with the requirements of Section 1.3(b)(ii) of the US Credit
Agreement)”;

     

    (iii)          By
adding the following new subsection (b)(iii):

     

    “(iii)         If
at any time the aggregate outstanding balance of the Term Loan exceeds the
lesser of (A) US$10,000,000 and (B) the Borrowing Base, Borrower shall
immediately repay the aggregate outstanding advances of the Term Loan to the
extent required to eliminate such excess.  Notwithstanding the
foregoing, any Overadvance made pursuant to Section 1.1(a)(iii) shall be repaid
in accordance with Section 1.1(a)(iii).”

     

    (iv)          By
amending and restating subsection (c) as follows:

     

    “(c)          Application of Certain
Mandatory Prepayments.  Any prepayments made by Borrower
pursuant to Section 1.3(b)(i) or (b)(ii) above shall be applied as follows:
first, to Fees and reimbursable expenses of Agent then due and payable pursuant
to any of the Loan Documents; second, to interest then due and payable on the
Term Loan; third, to prepay the principal balance of advances on the Term Loan
until the Term Loan has been paid in full; and fourth, to any Rate Protection
Obligations which may be due and payable by Borrower, ratably in proportion to
the aggregate amounts owed as to each Rate Protection Obligation, until the same
have been paid in full.  The Term Loan Commitments shall not be
permanently reduced by the amount of any such prepayments.”; and

     

    (v)           By
adding at the end of subsection 1.3(d) the following new sentence:

     

    “The Term
Loan Commitments shall not be permanently reduced by the amount of any such
prepayments.”

     

    (d)          Section
1.5(e) is amended by deleting the word “Rate” from the
parenthetical in the last sentence therein.

     

    (e)          Section
1.6 of the Loan Agreement is hereby amended by deleting “INTENTIONALLY OMITTED”
and replacing it as follows:

     

    “Section
1.6 of the US Credit Agreement is hereby incorporated by reference into this
Agreement as if such Section 1.6 was directly included herein, with the
following exceptions:

     

    (a)  all
references in Section 1.6 of the US Credit Agreement to “each Borrower”, “such
Borrower” and “any Borrower” shall be read herein as a reference to the Borrower
herein and all references in Section 1.6 of the US Credit Agreement to the Agent
and Lenders shall be read herein as references to the Agent and Lenders
herein;

     

    
      
         


      

      
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    (b) the
following language shall be added to the end of Section 1.6(f):  “and
Prior Claims that are unregistered and that secure amounts that are not yet due
and payable”;

     

    (c) (i)
the following language shall be added immediately following the reference to
“Account Debtor”: “that is the Canadian government (Her Majesty the Queen in
Right of Canada) or a political subdivision thereof, or any province or
territory, or any municipality or department, agency or instrumentality thereof,
or”, (ii) the following language shall be added immediately following the
reference to “Federal Assignment of Claims Act of 1940”: “Financial
Administration Act (Canada) and any amendments thereto,” and (iii) the following
language shall be added immediately following the word “county”: “provincial,
territorial, local, foreign”, in each case in Section 1.6(h);

     

    (d) the
reference in Section 1.6(i) of the US Credit Agreement to “Canada” shall be read
herein as a reference to “the United States”;

     

    (e) the
following language shall be added to the end of Section 1.6(l)(ii): “or is
otherwise insolvent”;

     

    (f)
Section 1.6(l)(iii) of the US Credit Agreement shall be replaced with the
following language: “an assignment or petition is filed by or against any
Account Debtor obligated upon such Account or any application for an order to
stay proceedings against such Account debtor is filed in any case or proceeding,
in either case, under any Insolvency Laws;”;

     

    (g) (i)
the following language shall be added immediately following the reference to
“Dollar amount” in Section 1.6(m): “or Equivalent Amount thereof”, and (ii) the
phrase “other than with respect to Car Quest Long Term Accounts” in Section
1.6(m) of the US Credit Agreement is deleted herein;

     

    (h) the
following language shall be added to the end of Section 1.6(n): “(subject to
Prior Claims that are unregistered and that secure amounts not yet due and
payable)”;

     

    (i) the
reference in Section 1.6(s) of the US Credit Agreement to “Dollars” shall be
read herein as a reference to “the lawful currency of Canada”;

     

    (j) the
reference to “SMP” in the last paragraph of Section 1.6 of the US Credit
Agreement shall be read herein as a reference to “Borrower”;

     

    
      
         


      

      
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    (k)  the
following sentence shall be added to the end of last paragraph of Section 1.6:
“For the purpose of valuing the Borrower’s Eligible Accounts denominated in
lawful currency of Canada, the amount of such Eligible Accounts shall be
converted into the Equivalent Amount thereof in Dollars on the last Business Day
of each fiscal month.”

     

    (f)           Section
1.7 of the Loan Agreement is hereby amended by deleting “INTENTIONALLY OMITTED”
and replacing it as follows:

     

    “Section
1.7 of the US Credit Agreement is hereby incorporated by reference into this
Agreement as if such Section 1.7 were directly included herein, with the
following exceptions:

     

    (a) all
references in Section 1.7 of the US Credit Agreement to “the Borrowers”, “each
Borrower” and “such Borrower” shall be read as references to the Borrower
herein;

     

    (b) all
references in Section 1.7 of the US Credit Agreement to the Agent and Lenders
therein shall be read as references to the Agent and Lenders
herein;

     

    (c) the
following language shall be added at the end of the parenthesis in Section
1.7(a): “and the rights of suppliers under section 81.1 of the Bankruptcy and
Insolvency Act (Canada)”;

     

    (d) the
phrase “other than with respect to 3 locations which Borrowers may designate in
writing to Agent from time to time,” in subclause (b)(v) of the US Credit
Agreement is deleted herein; and

     

    (e)  the
following language shall be added to the end of Section 1.7(i): “except for
Prior Claims that are unregistered and that secure amounts that are not yet due
and payable”.

     

    (g)           Section
1.8 of the Loan Agreement is hereby amended by deleting “INTENTIONALLY OMITTED”
and replacing it as follows:

     

    “Cash Management
Systems.  On or prior to the date that occurs thirty days
following the Amendment No. 5 Effective Date or such later date as is acceptable
to Agent in its sole discretion, Borrower will establish and will maintain until
the Termination Date, the cash management systems described in Annex C (the
“Cash Management
Systems”).”

     

    
      
         

      

      
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    (h)           Section
1.9 of the Loan Agreement is hereby amended by amending and restating subsection
(b) as follows:

     

    “(b)          Effective
as of the Amendment No. 5 Effective Date, as additional compensation for the
Lenders, Borrower shall pay to Agent, for the ratable benefit of such Lenders,
in arrears, on the first Business Day of each month prior to the Commitment
Termination Date and on the Commitment Termination Date, a Fee for Borrower’s
non-use of available funds in an amount equal to the per annum rate of the
Applicable Unused Line Fee Margin in effect under the US Credit Agreement at
such time of determination (calculated on the basis of a 360-day year for actual
days elapsed) multiplied by the difference between (x) US$10,000,000, and (y)
the average for the period of the daily closing balances of the aggregate Term
Loan outstanding during the period for which such Fee is due.”

     

    (i)           Section
1.11 of the Loan Agreement is amended:

     

    (i)            By
adding “(a)” immediately prior to the existing paragraph thereof;

     

    (ii)           By
amending and restating subclause (4) of the new subsection (a) as
follows:

     

    “to all
other Obligations (other than Rate Protection Agreements), including expenses to
Lenders to the extent reimbursable under Section 11.3, and to payments under the
Guarantees in favor of US Agent in respect of the Obligations (as defined in the
US Credit Agreement); and (5) to Rate Protection Agreements ratably in
proportion to the aggregate amounts owed as to each Rate Protection
Agreement.”

     

    (iii)          By
adding a new subsection (b) as follows:

     

    “(b)          Agent
is authorized to, and at its sole election may, charge to the Term Loan balance
on behalf of Borrower and cause to be paid all Fees, expenses, Charges (as
defined in the US Credit Agreement), costs (including insurance premiums in
accordance with Section 5.4(a)) and interest and principal, other than principal
of the Term Loan, owing by Borrower under this Agreement or any of the other
Loan Documents if and to the extent Borrower fails to pay promptly any such
amounts as and when due, even if the amount of such charges would exceed
Borrowing Availability at such time.  At Agent’s option and to the
extent permitted by law, any charges so made shall constitute part of the Term
Loan hereunder.”

     

    (j)           Section
2.2 of the Loan Agreement is hereby amended by adding a new subsection (d)
immediately following subsection (c) as follows:

     

    “(d)          after
giving effect to any Term Loan advance, the outstanding principal amount of the
aggregate Term Loan would exceed the lesser of (i) US$10,000,0000 and (ii)
the Borrowing Base.”

     

    (k)           Section
3 of the Loan Agreement is hereby amended by adding a new Section 3.2
immediately following Section 3.1 as follows:

     

    
      
         


      

      
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    “3.2  Additional Representations
and Warranties.  The Credit Parties, jointly and severally,
make the following representations and warranties to Agent, each and all of
which shall survive the execution and delivery of this Amendment No.
5:

     

    (a)           Counter-Terrorism
Regulations and Anti-Money Laundering.  Each Credit Party and
each Subsidiary of Credit Party is and will remain in compliance in all material
respects with all Canadian economic sanctions laws and all applicable anti-money
laundering and counter-terrorism financing laws, including the provisions of the
Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the
Criminal Code (Canada), the United Nations Act (Canada), and all regulations
issued pursuant thereto.  No Credit Party and no Subsidiary or
Affiliate of a Credit Party (i) is a Person designated by the Canadian
government on any list set out in the United Nations Al-Qaida and Taliban
Regulations, the Regulations Implementing the United Nations Resolutions on the
Suppression of Terrorism or the Criminal Code (collectively, the “Terrorist Lists”)
with which a Canadian Person cannot deal with or otherwise engage in business
transactions, (ii) is a Person who is otherwise the target of Canadian economic
sanctions laws such that a Canadian Person cannot deal or otherwise engage in
business transactions with such Person or (iii) is controlled by (including
without limitation by virtue of such person being a director or owning voting
shares or interests), or acts, directly or indirectly, for or on behalf of, any
person or entity on any Terrorist List or a foreign government that is the
target of Canadian economic sanctions prohibitions such that the entry into, or
performance under, this Agreement or any other Loan Document would be prohibited
under Canadian law.

     

     

    (b)           Anti-Money
Laundering.  The Credit Parties, each of their Subsidiaries and
each of their Affiliates are in compliance with (a) the Proceeds of Crime (Money
Laundering) and Terrorist Financing Act (Canada), and (b) other federal,
provincial, territorial, local or foreign laws relating to “know your customer”
and anti-money laundering rules and regulations.  No part of the
proceeds of any Term Loan will be used directly or indirectly for any payments
to any government official or employee, political party, official of a political
party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper
advantage, in violation of any applicable laws.”

     

    (l)           Section
5.1 of the Loan Agreement shall be amended as follows:

     

    (i)           Section
5.1(e) shall be amended and restated as follows:

     

    “(e) the
reference to “any Borrower’s Eligible Inventory” in Section 5.9 therein
shall be read as a reference to “Borrower’s Eligible Inventory”
hereunder.”

     

    
      
         


      

      
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    (ii)           By
adding at the end of subsection (g) the following “and all references to SMP
Canada” in Section 6.3(a)(v) shall be read as references to “Borrower”
hereunder”; and

     

    (iii)          By
adding a new subsection (k) at the end thereof as follows:

     

    “the
references in the last sentence of Section 6.3(a) to any “Collateral” under the
Canadian Loan Agreement or “Collateral Documents” as each such term is defined
in the Canadian Loan Agreement” shall be read as a reference to “Collateral”
hereunder.”

     

    (m)          Section
5.2 of the Loan Agreement is hereby amended by deleting the word “and” at the
end of Section subsection (a), changing the “.” at the end of subsection (b)
to  “; and” and adding a new subsection (c) following subsection (b)
as follows:

     

    (c)           Counter-Terrorism
Regulations Anti-Money Laundering.  No Credit Party shall, and
no Credit Party shall permit any of its Subsidiaries to fail to comply with the
laws and regulations referred to in Section
3.2(a).

     

    (n)          Section
8.2(b) of the Loan Agreement is hereby amended by (A) renumbering existing
subclause “(ii)” as subclause “(iv)” and (B) by inserting immediately following
“(i)” the following phrase:

     

    “terminate
the Term Loan facility with respect to further advances, (ii) reduce the Term
Loan Commitments from time to time, (iii)”

     

    (o)          Section
9.2 of the Loan Agreement shall be amended by adding to the second paragraph
thereof the phrase “, Supermajority Lenders” immediately following each of the
three references therein to “Requisite Lenders”.

     

    (p)          Section
9.3 of the Loan Agreement is hereby amended by deleting from subclause (vi)
thereof the phrase “the reference in Section 9.7 of the US
Credit Agreement to “Borrower Representative” shall mean the “Borrower” under
and as defined herein,” and replacing it with “INTENTIONALLY
OMITTED”.

     

    (q)          Section
9.9 of the Loan Agreement is amended as follows:

     

    (i)           By
(A) redesignating the existing subsection “(a)” as subsection “(a)(ii)” and (B)
by adding a new subsection (a)(i) immediately prior to the new subsection
(a)(ii) as follows:

     

    “(i)           Each
Lender shall make the amount of such Lender’s Pro Rata Share of any advance of
the Term Loan available to Agent in same day funds by wire transfer to Agent’s
account as set forth in Annex H not later than 2:00 p.m. (Toronto time) on the
requested funding date, in the case of an Index Rate Loan, and not later than
11:00 a.m. (Toronto time) on the requested funding date, in the case of a LIBOR
Loan.  After receipt of such wire transfers (or, in the Agent’s sole
discretion, before receipt of such wire transfers), subject to the terms hereof,
Agent shall make the requested advance of the Term Loan to
Borrower.  All payments by each Lender shall be made without setoff,
counterclaim or deduction of any kind.”

     

    
      
         


      

      
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    (ii)      
    By amending and restating subsection (b) as
follows:

     

    “(b)           Availability of Lender’s Pro
Rata Share.  Agent may assume that each Lender will make its
Pro Rata Share of each advance of the Term Loan available to Agent on each
funding date.  If such Pro Rata Share is not, in fact, paid to Agent
by such Lender when due, Agent will be entitled to recover such amount on demand
from such Lender without setoff, counterclaim or deduction of any
kind.  If any Lender fails to pay the amount of its Pro Rata Share
forthwith upon Agent’s demand, Agent shall promptly notify Borrower and Borrower
shall immediately repay such amount to Agent.  Nothing in this Section
9.9(b) or elsewhere in this Agreement or the other Loan Documents shall be
deemed to require Agent to advance funds on behalf of any Lender or to relieve
any Lender from its obligation to fulfill its Commitments hereunder or to
prejudice any rights that Borrowers may have against any Lender as a result of
any default by such Lender hereunder.  To the extent that Agent
advances funds to Borrower on behalf of any Lender and is not reimbursed
therefor on the same Business Day as such Advance is made, Agent shall be
entitled to retain for its account all interest accrued on such Advance until
reimbursed by the applicable Lender.”

     

    (r)           Section
11.2 of the Loan Agreement is hereby amended as follows:

     

    (i)           By
amending the first sentence of subsection (a) by adding the phrase “,
Supermajority Lenders,” immediately following the phrase “Requisite
Lenders”;

     

    (ii)           By
adding at the end of subsection (b) the following:

     

    “No
amendment, modification, termination or waiver of or consent with respect to any
provision of this Agreement that makes less restrictive the nondiscretionary
criteria for exclusion from Eligible Accounts and Eligible Inventory set forth
in Sections 1.6 and 1.7, shall be effective unless the same shall be in writing
and signed by Agent, Supermajority Lenders and Borrower.”

     

    (iii)           By
amending and restating subclauses (vi) and (vii) of subsection (c) and adding
new subclauses (viii) and (ix) to subsection (c) as follows:

     

    “(vi)
change the percentage of the Term Loan Commitments or of the aggregate unpaid
principal amount of the Loans that shall be required for Lenders or any of them
to take any action hereunder; (vii) increase the percentage advance rates set
forth in the definition of the Borrowing Base beyond the rates in effect on the
Amendment No. 5 Effective Date, or the aggregate amount of Overadvances
permitted pursuant to Section 1.1(a)(iii); (viii) amend or waive this Section
11.2 or the definitions of the terms “Requisite Lenders” or “Supermajority
Lenders” insofar as such definitions affect the substance of this Section 11.2
and (ix) amend Section 1.11(a).”; and

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (iv)          By
amending and restating subclause (d)(i) as follows:

     

    “(i)           (A)
requiring the consent of all affected Lenders, the consent of Requisite Lenders
is obtained, but the consent of other Lenders whose consent is required is not
obtained (any such Lender whose consent is not obtained as described in this
clause (i)(A) and (i)(B) below and in clause (ii) below being referred to as a
“Non-Consenting Lender”) or (B) requiring the consent of Supermajority Lenders,
the consent of Requisite Lender is obtained, but the consent of Supermajority
Lender is not obtained”.

     

    (s)           Section
11 of the Loan Agreement is hereby amended by adding the following as Section
11.19 thereof:

     

    “11.19      Anti-Money Laundering
Legislation.

     

    (a)           Each
Credit Party acknowledges that, pursuant to the Proceeds of Crime (Money Laundering)
and Terrorist Financing Act (Canada), the Patriot Act, and other
applicable anti-money laundering, anti-terrorist financing, government sanction
and “know your client” laws, whether within Canada or elsewhere (collectively,
including any guidelines or orders thereunder, “AML Legislation”), the Lenders
and Agent may be required to obtain, verify and record information regarding
each Credit Party, its respective directors, authorized signing officers, direct
or indirect shareholders or other Persons in control of such Credit Party, and
the transactions contemplated hereby.  Borrower shall promptly provide
all such information, including supporting documentation and other evidence, as
may be reasonably requested by any Lender or Agent, or any prospective assign or
participant of a Lender or Agent, in order to comply with any applicable AML
Legislation, whether now or hereafter in existence.

     

    (b)           If
Agent has ascertained the identity of the Credit Parties or any authorized
signatories of the Credit Parties for the purposes of applicable AML
Legislation, then Agent:

     

    (i)           shall
be deemed to have done so as an agent for each Lender, and this Agreement shall
constitute a “written agreement” in such regard between each Lender and Agent
within the meaning of applicable AML Legislation; and

     

    (ii)           shall
provide to each Lender copies of all information obtained in such regard without
any representation or warranty as to its accuracy or completeness.

     

    
      
         


      

      
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    Notwithstanding
the preceding sentence and except as may otherwise be agreed in writing, each of
the Lenders agrees that Agent has no obligation to ascertain the identity of the
Credit Parties or any authorized signatories of the Credit Parties on behalf of
any Lender, or to confirm the completeness or accuracy of any information it
obtains from the Credit Parties or any such authorized signatory in doing
so.”

     

    (t)           Annex
A to the Loan Agreement is hereby amended by adding the following defined terms
in appropriate alphabetical order:

     

    “Additional Amortizing
Availability” means (i) up to the lesser of (x) US$3,500,000 or (y)
the sum of (a) as to Eligible Real Estate purchased by Borrower after December
29, 2005, 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 December 29, 2005, 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 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.

     

    “Aggregate Borrowing
Availability” means as of any date of determination the lesser of (a) the
sum of (i) the Maximum Amount (under and as defined in the US Credit Agreement)
and (ii) US$10,000,000 and (b) the sum of (i) the Aggregate Borrowing Base
(under and as defined in the US Credit Agreement) and (ii) the Borrowing Base
hereunder, in each case under subclause (a) or (b), less the sum of (x) the
aggregate Revolving Loans then outstanding under the US Credit Agreement and (y)
the aggregate advances of the Term Loan then outstanding hereunder; provided
that an Overadvance in accordance with Section 1.1(a)(iii) hereunder or under
the US Credit Agreement may cause the Revolving Loan or the Term Loan, as
applicable to exceed the Aggregate Borrowing Base or the Borrowing Base
hereunder, as applicable, by the amount of 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.

     

    “Amendment No. 5”
means that certain Amendment No. 5 to Credit Agreement dated as of May 20, 2010
by and among Borrower, SMP, SI, MCC, and Agent, and the Lenders party
thereto.

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    “Amendment No. 5 Effective
Date” means May 20, 2010.

     

    “Amortizing
Availability” means (A) US$756,000 less US$31,000 per Fiscal Quarter
commencing with the Fiscal Quarter ending March 31, 2006, 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 December 29, 2005 or the
date it is purchased by Borrower or 85% of the  Net Orderly
Liquidation Value of any Eligible Equipment of Borrower as of December 29,
2005 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
December 29, 2005 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.

     

    “Bank Product
Agreement” means, collectively, any of the following financial
accommodations or similar agreements entered into by 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 Canadian Payments Association.

     

    “Borrowing
Availability” means as of any date of determination an amount equal to
(a) the lesser of (i) US$10,000,000 or (ii) the Borrowing Base, less (b) the advances
of the Term Loan outstanding to Borrower; provided that an
Overadvance in accordance with Section 1.1(a)(iii)
may cause the Term Loan to exceed the Borrowing Base by the amount of such
permitted Overadvance.  Borrowing Availability shall be determined
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.

     

    “Borrowing Base”
means, as of any date of determination by Agent, from time to time, an amount
equal to the sum, at such time of:

     

    (a)           up
to an amount equal to the product of the Receivables Advance Rate multiplied by
the book value of Borrower’s Eligible Accounts; and

     

    (b)           up
to the lesser of (i) 60% of the book value of Borrower’s Eligible Inventory
valued at the lower of cost (determined on a first-in, first-out basis) or
market or (ii) 85% times the sum of (x) the product of the Finished Goods NOLV
Rate times Borrower’s Eligible Inventory consisting of finished goods, (y) the
product of the Raw Materials NOLV Rate times Borrower’s Eligible Inventory
consisting of raw materials, and (z) the product of the Cores NOLV Rate times
Borrower’s Eligible Inventory consisting of cores, with the value of the
components of Eligible Inventory valued at the lower of cost (determined on a
first-in, first-out basis) or market and Agent agrees that Hilco Real Estate,
LLC shall be deemed an acceptable appraiser with respect to Borrower’s
Inventory; and

     

    
      
         


      

      
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    (c)           Amortizing
Availability;

     

    in each
case less any Reserves established by Agent at such time in its reasonable
credit judgment.  Borrowing Availability arising out of clause (c)
above shall amortize on a straight line basis over 24 quarters and shall be
reduced proportionally to the extent permitted fixed asset sales occur,
provided, that any such reduction in availability due to a fixed asset sale may
be replenished by a corresponding capital expenditure in an amount up to the sum
of 85% of the appraised net orderly liquidation value of Borrower’s Eligible
Equipment and 50% of the appraised fair market value of Borrower Eligible Real
Estate, provided, that Borrowing Availability, solely with respect to any such
capital expenditure, shall amortize on a straight line basis over 24 quarters
and shall commence immediately following such capital
expenditure.  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.

     

    “Borrowing Base
Certificate” means a certificate to be executed and delivered from time
to time by Borrower in the form attached to the Agreement as Exhibit
4.1(b).

     

    “Cores NOLV Rate”
means the rate set forth as the Net Orderly Liquidation Value rate of Eligible
Inventory consisting of cores in the most recent appraisal prepared by an
independent appraisal firm acceptable to Agent.

     

    “Dollars” means lawful
currency of the United States of America.

     

    “Eligible Accounts”
has the meaning ascribed to it in Section 1.6.

     

    “Eligible Equipment”
means, as to Borrower, Equipment which is owned by Borrower and subject to a
first priority Lien in favor of Agent, for its benefit and for the ratable
benefit of Lenders, and which is appraised by an appraiser satisfactory to
Agent.

     

    “Eligible Inventory”
has the meaning ascribed to it in Section 1.7.

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    “Eligible Real Estate”
means as to Borrower, real estate with respect to which Agent shall have
received (a) Mortgages covering all of such real estate together with (i) title
insurance policies, current as-built surveys, zoning letters and certificates of
occupancy, in each case reasonably satisfactory in form and substance to Agent,
(ii) evidence that counterparts of the Mortgages have been recorded in all
places to the extent necessary or desirable, in the judgment of Agent, to create
a valid and enforceable first priority Lien (subject to Permitted Encumbrances)
on such real estate in favor of Agent for the benefit of itself and Lenders (or
in favor of such other trustee as may be required or desired under local law);
and (iii) an opinion of counsel in each jurisdiction in which any such real
estate is located in form and substance and from counsel reasonably satisfactory
to Agent, (b) an environmental site assessment report, prepared by environmental
engineers reasonably acceptable to Agent, and in form and substance reasonably
acceptable to Agent, and Agent shall have further received (x) such
environmental review and audit reports, including Phase II reports, with respect
to such real estate as Agent may request, and Agent shall be satisfied in its
sole discretion, with the contents of all such environmental reports, and (y)
letters executed by the environmental firms preparing such environmental
reports, in form and substance reasonably satisfactory to Agent, authorizing
Agent and Lenders to rely on such reports, and (c) appraisals of such real
estate which shall be in form and substance, and prepared by appraisers,
reasonably acceptable to Agent.

     

    “Equipment” means all
“equipment” as such term is defined in the PPSA, now owned or hereafter acquired
by any Credit Party, wherever located and, in any event, including all such
Credit Party’s machinery and equipment, including processing equipment,
conveyors, machine tools, data processing and computer equipment, including
embedded software and peripheral equipment and all engineering, processing and
manufacturing equipment, office machinery, furniture, materials handling
equipment, tools, attachments, accessories, automotive equipment, trailers,
trucks, forklifts, molds, dies, stamps, motor vehicles, rolling stock and other
equipment of every kind and nature, trade fixtures and fixtures not forming a
part of real property, together with all additions and accessions thereto,
replacements therefor, all parts therefor, all substitutes for any of the
foregoing, fuel therefor, and all manuals, drawings, instructions, warranties
and rights with respect thereto, and all products and proceeds thereof and
condemnation awards and insurance proceeds with respect thereto.

     

    “Fair Market Value”
means the fair market value of the asset being valued based upon an appraisal,
in form and substance satisfactory to Agent, by an appraiser satisfactory to
Agent.

     

    “Finished Goods NOLV
Rate” means the rate set forth as the Net Orderly Liquidation Value rate
of Eligible Inventory consisting of finished goods in the most recent appraisal
prepared by an independent appraisal firm acceptable to Agent.

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    “Fiscal Quarter” means
any of the quarterly accounting periods of Borrower, ending on or about the last
day of March, June, September and December of each year.

     

    “Insolvency Laws”
means any of the Bankruptcy and Insolvency Act (Canada), the Companies’
Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act
(Canada), the Bankruptcy Code, each as now and hereafter in effect, any
successors to such statutes and any other applicable insolvency or other similar
law of any jurisdiction, including any law of any jurisdiction permitting a
debtor to obtain a stay or a compromise of the claims of its creditors against
it.

     

    “Net Orderly Liquidation
Value” means the orderly liquidation value of the asset being valued
based upon an appraisal, in form and substance satisfactory to Agent, by an
appraiser satisfactory to Agent.

     

    “Notice of Advance”
has the meaning ascribed to it in Section 1.1(a).

     

    “Prior Claims” means
all Liens created by applicable law (in contrast with Liens voluntarily granted)
which rank or are capable of ranking prior or pari passu with Agent’s security
interests (or interests similar thereto under applicable law) against all or
part of the Collateral, including for amounts owing for employee source
deductions, goods and services taxes, sales taxes, harmonized sales taxes,
municipal taxes, workers’ compensation, Quebec corporate taxes, pension fund
obligations, Wage Earner
Protection Program Act obligations and overdue rents.

     

    “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
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, (b) any Bank Product Agreement entered into by
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, or (c) any lease for personal property entered into by
Borrower or any of its Subsidiaries with Agent or any Lender or an Affiliate of
any Lender.

     

    “Rate Protection
Obligations” means Obligations which arise under any Rate Protection
Agreement.

     

    “Raw Materials NOLV
Rate” means the rate set forth as the Net Orderly Liquidation Value rate
of Eligible Inventory consisting of raw materials in the most recent appraisal
prepared by an independent appraisal firm acceptable to Agent.

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    “Real Estate Reserve”
means, as of the date of determination by Agent an amount equal to 50% of the
appraised value of any Borrower Eligible Real Estate that does not have a
corresponding Environmental Site Assessment Report, consistent with American
Society for Testing and Materials (ASTM) Standard E 1527-00 or the Canadian
equivalent and applicable state or provincial requirements, prepared by
environmental engineers reasonably satisfactory to Agent, in form and substance
reasonably satisfactory to Agent in its sole discretion; provided such Real
Estate Reserves shall be implemented or withdrawn in Agent’s sole
discretion.

     

    “Receivables Advance
Rate” means at any time, a rate equal to the product of (a) 85% and (b)
the rate set forth as the Finished Goods NOLV Rate.

     

    “Reserves” means (a)
reserves established by Agent from time to time against Eligible Inventory
pursuant to Section 5.9, (b) reserves established pursuant to Section 5.4(c),
(c) the Real Estate Reserve established by Agent from time to time, (d) reserves
established with respect to Liens created by applicable law (in contrast with
Liens voluntarily granted) which rank or are capable of ranking prior or pari
passu with Agent’s security interests (or interests similar thereto under
applicable law) against all or part of the Collateral, including for amounts
owing for employee source deductions, goods and services taxes, sales taxes,
harmonized sales taxes, municipal taxes, workers’ compensation, Quebec corporate
taxes, pension fund obligations, overdue rents and other Prior Claims, (e)
reserves established from time to time by Agent in its reasonable credit
judgment to adjust for currency rate exchange fluctuations, and (f) such other
reserves (including, without limitation, reserves for Rate Protection
Agreements) against Eligible Accounts, Eligible Inventory or Borrowing
Availability of Borrower that Agent may, in its reasonable credit judgment,
establish from time to time.  Without limiting the generality of the
foregoing, Reserves established to ensure the payment of accrued Interest
Expenses (as defined in the US Credit Agreement) or Indebtedness shall be deemed
to be a reasonable exercise of Agent’s credit judgment.

     

    “Supermajority
Lenders” means Lenders having (a) 80% or more of the Term Loan
Commitments of all Lenders, or (b) if the Term Loan Commitments have been
terminated, 80% or more of the aggregate outstanding amount of the Term
Loan.

     

    (u)          Annex
A to the Loan Agreement is further amended by amending the second sentence of
the definition of “Obligations” by adding the phrase “any obligations under any
Rate Protection Agreement,” immediately prior to the word
“expenses”.

     

    (v)          Annex
C to the Credit Agreement is hereby amended as follows:

     

    (i)           By
amending and restating the lead-in language therein as follows:

     

    “On or
prior to the date that occurs thirty days following the Amendment No. 5
Effective Date and subject to Section 5.2(a) of the
Agreement, Borrower shall, and shall cause it Subsidiaries to, establish and
maintain the Cash Management Systems described below.”

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    (ii)          By
amending and restating subclause (iii) of item (c) thereof as
follows:

     

    “(iii)
from and after execution thereof (A) with respect to banks at which a Blocked
Account is maintained, such bank agrees, from and after receipt of a notice (an
“Activation
Event”) from Agent (which Activation Notice (as defined below) may be
given by Agent any time at which (1) an Event of Default has occurred and is
continuing, (2) the aggregate average daily Aggregate Borrowing Availability for
any continuous thirty (30) day period is less than US$30,000,000 or the
aggregate daily Aggregate Borrowing Availability is US$20,000,000 or less (it
being understood and agreed that for purposes of this sentence, average daily
Aggregate Borrowing Availability shall be determined with the Borrowing
Availability Reserve (as defined in the US Credit Agreement) deemed to be $0,
(3) an event or circumstance having a Material Adverse Effect has occurred
(notice of any of the foregoing being referred to herein as an “Activation Notice”),
to forward immediately all amounts in each Blocked Account to the Concentration
Account Bank and to commence the process of daily sweeps from such Blocked
Account into the Concentration Account and (B) with respect to the Concentration
Account Bank, such bank agrees, from and after receipt of an Activation Notice
from Agent upon the occurrence of an Activation Event to immediately forward all
amounts received in the Concentration Account to the Collection Account through
daily sweeps from such Concentration Account into the Collection
Account.  From and after the date Agent has delivered an Activation
Notice to any bank with respect to any Blocked Account(s) Borrower shall not,
and shall not  cause or permit any Subsidiary thereof to, accumulate
or maintain cash in payroll accounts as of any date of determination in excess
of cheques outstanding against such accounts as of that date and amounts
necessary to meet minimum balance requirements.”

     

    (w)           Exhibit
1.1(a)(i) to the Credit Agreement is hereby amended and restated in the form of
Exhibit 1.1(a)(i) hereto.

     

    (x)           Exhibit
1.1 to the Credit Agreement is hereby amended and restated in the form of
Exhibit 1.1 hereto.

     

    (y)           Exhibit
4.1(b) is hereby attached to the Credit Agreement in the form of Exhibit 4.1(b)
hereto.

     

    3.           Conditions of
Effectiveness.  This Amendment No. 5 shall become effective
upon satisfaction of the following conditions precedent: Agent shall have
received: (i) four (4) copies of this Amendment No. 5 executed by Borrower, the
other Credit Parties and Lenders, (ii) four (4) copies of Amendment No. 8 to the
US Credit Agreement executed by the Credit Parties, the “Agent” under the US
Credit Agreement and “Requisite Lenders” under the US Credit Agreement, (iii)
the Term Notes, 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.

     

    
      
         


      

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

     

    (a)           This
Amendment No. 5 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. 5, 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. 5.

     

    (c)           No
Event of Default or Default has occurred and is continuing or would exist after
giving effect to this Amendment No. 5.

     

    (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. 5 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. 5 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. 5 are included herein for convenience of
reference only and shall not constitute a part of this Amendment No. 5 for any
other purpose.

     

    8.           Counterparts;
Facsimile.  This Amendment No. 5 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. 5 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. 5 in their capacity as
Credit Parties and not as Borrower.

     

    
      
        
          	
                  MARDEVCO
      CREDIT CORP.

                
	 
      
	
                  By:

                	 
      
	 
      	
                    Name:

                	 
      
	 
      	
                    Title:

                	 
      


        

      

    

    


    
      
        
          	
                  STANRIC,
      INC.

                
	 
      
	
                  By:

                	 
      
	 
      	
                    Name:

                	 
      
	 
      	
                    Title:

                	 
      


        

      

    

    


    
      
        
          
            
              
                
                  	
                          STANDARD
      MOTOR PRODUCTS, INC.

                        
	 
      
	
                          By:

                        	 
      
	 
      	
                            Name:

                        	 
      
	 
      	
                            Title:

                        	 
      
	 	 	 
	      
                          [Additional
      Signature Page to
Follow]

                        


                

              

            

          

        

      

    

    


    
      Signature
Page to Amendment 5 to Canadian Agreement- 1843396

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  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 5 to Canadian Agreement- 1843396


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  WELLS
      FARGO FOOTHILL CANADA ULC

                
	 
      
	
                  By:

                	 
      
	 
      	
                    Name:

                    Title:

                


        

      

    

    


    
      
        
          	
                  WELLS
      FARGO CAPITAL FINANCE

                  CORPORATION
      CANADA (formerly known as

                  Wachovia
      Capital Finance Corporation (Canada))

                
	 
      
	
                  By:

                	 
      
	 
      	
                    Name:

                    Title:

                


        

      

    

     

    Signature Page to Amendment 5 to Canadian Agreement- 1843396


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
1.1

    to

    CREDIT
AGREEMENT

     

    FORM
OF TERM NOTE

     

    [TO
BE PROVIDED BY GE’S CANADIAN COUNSEL]

    


    AMENDED
AND RESTATED TERM NOTE

    


    
      	
              $[________________]

            	
              Toronto,
      Ontario

            
	 
      	
              [_________],
      2010

            


    

    
 

    FOR VALUE
RECEIVED, the undersigned, SMP MOTOR PRODUCTS LTD./PRODUITS AUTOMOBILES SMP
LTÉE, a Canada corporation (“Borrower”) HEREBY PROMISES TO PAY to the order of
[NAME OF LENDER]
(“Lender”), at the offices of GE CANADA FINANCE HOLDING COMPANY, a Nova Scotia
unlimited liability company, as Agent on behalf of the Secured Parties
("Agent"), at its address at 11 King Street West, Suite 1500, Toronto, ON, M5H
4C7, or at such other place as Agent may designate from time to time in writing,
in lawful money of the United States of America and in immediately available
funds, the amount of [AMOUNT] US DOLLARS (US$[AMOUNT]) or, if less, the
aggregate unpaid amount of all Term Loan advances made to the undersigned under
the “Credit Agreement” (as hereinafter defined).  All capitalized
terms used but not otherwise defined herein have the meanings given to them in
the Credit Agreement or in Annex A
thereto.

     

    This Term
Note is one of the Term Notes issued pursuant to that certain Credit Agreement
dated as of December 29, 2005 by and among Borrower, the other Persons named
therein as Credit Parties, Agent on behalf of the Secured Parties and, Lender
and the other Persons signatory thereto from time to time as Lenders (including
all annexes, exhibits and schedules thereto, and as from time to time amended,
restated, supplemented or otherwise modified, the “Credit Agreement”),
and is entitled to the benefit and security of the Credit Agreement, the
Collateral Documents and all of the other Loan Documents referred to
therein.  Reference is hereby made to the Credit Agreement for a
statement of all of the terms and conditions under which the Loans evidenced
hereby are made and are to be repaid.  The date and amount of each
advance of the Term Loan made by Lenders to Borrower, the rates of interest
applicable thereto and each payment made on account of the principal thereof,
shall be recorded by Agent on its books; provided that the
failure of Agent to make any such recordation shall not affect the obligations
of Borrower to make a payment when due of any amount owing under the Credit
Agreement or this Term Note in respect of the advances of the Term Loan made by
Lender to Borrower.

     

    The
principal amount of the indebtedness evidenced hereby shall be payable in the
amounts and on the dates specified in the Credit Agreement, the terms of which
are hereby incorporated herein by reference.  Interest thereon shall
be paid until such principal amount is paid in full at such interest rates and
at such times, and pursuant to such calculations, as are specified in the Credit
Agreement.

     

    
      
         


      

      
        Exhibit
1.1 - 1

        
          

        

      

      
         


      

    


    If any
payment on this Term Note becomes due and payable on a day other than a Business
Day, the maturity thereof shall be extended to the next succeeding Business Day,
except as may otherwise be provided in the Credit Agreement, and, with respect
to payments of principal, interest thereon shall be payable at the then
applicable rate during such extension.

     

    This Term
Note amends, restates and replaces in its entirety and is given in substitution
for (but not in satisfaction of) that certain [describe note being
replaced].

     

    Upon and
after the occurrence of any Event of Default, this Term Note may, as provided in
the Credit Agreement, and without demand, notice or legal process of any kind,
be declared, and immediately shall become, due and payable.

     

    Time is
of the essence of this Term Note.  Demand, presentment, protest and
notice of nonpayment and protest are hereby waived by Borrower.

     

    Except as
provided in the Credit Agreement, this Term Note may not be assigned by Lender
to any Person.

     

    THIS TERM
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
PROVINCE OF ONTARIO APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT
PROVINCE.

     

    
      
        
          
            
              	 
      	
                      SMP
      MOTOR PRODUCTS LTD.

                    
	 
      	 
      
	 
      	
                      By:

                    	 	 
      
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    


            

          

        

      

    

     

    
      
         


      

      
        Exhibit
1.1 - 2

        
          

        

      

      
         


      

    


    EXHIBIT
1.1(a)(i)

    to

    CREDIT
AGREEMENT

     

    FORM
OF NOTICE OF ADVANCE

     

    Reference
is made to that certain Credit Agreement dated as of December 29, 2005 by and
among the undersigned (“Borrower”), Stanric, Inc. (“SI”), Mardevco Credit Corp.
(“MCC”), Standard Motor Products, Inc. (“SMP”; and together with Borrower, SI
and MCC, the “Credit Parties”), GE Canada Finance Holding Company (“Agent”) and
the Lenders from time to time signatory thereto (including all annexes, exhibits
and schedules thereto, and as from time to time amended, restated, supplemented
or otherwise modified, the “Credit Agreement”).  Capitalized terms
used herein without definition are so used as defined in the Credit
Agreement.

     

    Borrower
hereby gives irrevocable notice, pursuant to Section 1.1(a)(i) of the Credit
Agreement, of its request specified below for an advance of the Term Loan in the
aggregate amount of $[___________] to be made on [____________, ____] as [an
Index Rate Loan] [as a LIBOR Loan having LIBOR Period of [_____]
month(s)].

     

    Borrower
hereby (i) represents and warrants that all of the conditions contained in
Section 2.2 of the Credit Agreement have been satisfied on and as of the date
hereof, and will continue to be satisfied on and as of the date of the
advance(s) requested hereby, before and after giving effect thereto and to the
application of the proceeds therefrom; and (ii) reaffirms the guaranty and
continuance of Agent’s Liens, on behalf of itself and Lenders, pursuant to the
Collateral Documents.

     

    IN
WITNESS WHEREOF, Borrower has caused this Notice of advance of the Term Loan to
be executed and delivered by its duly authorized officer as of the date first
set forth above.

     

    
      
        
          
            
              
                
                  	 
      	
                          SMP
      MOTOR PRODUCTS LTD.

                        
	 
      	 
      
	 
      	
                          By:

                        	 	 
      
	 
      	
                          Title:

                        	 	 
      


                

              

            

          

        

      

    

     

    
      
         


      

      
        Exhibit
1.1(a)(i) - 1

        
          

        

      

      
         


      

    


    EXHIBIT
4.1(b)

     

    FORM
OF BORROWING BASE CERTIFICATE