AMENDMENT NO. 4 TO
                               SECOND AMENDED AND
                            RESTATED CREDIT AGREEMENT

      THIS AMENDMENT NO. 4 (this "Amendment No. 4") is entered into as of
December 18, 2008, 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"; and together with SMP and SI, each
individually, a "Borrower, and collectively, "Borrowers"), 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.

                                   BACKGROUND

      Borrowers, 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 "Loan Agreement") pursuant to which
Agent and Lenders provide Borrowers with certain financial accommodations.

      Borrowers have requested that Agent and Lenders make certain amendments to
the Loan Agreement, and Agent and Lenders are willing to do so on the terms and
conditions hereafter set forth.

      NOW, THEREFORE, in consideration of any loan or advance or grant of credit
heretofore or hereafter made to or for the account of 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 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) Section 1.5(a)(ii) is amended and restated as follows:

                  "(ii) On and after the Closing Date, Borrowers shall pay
                  interest to Agent, for the ratable benefit of Lenders in
                  accordance with the various Loans being made by each Lender,
                  in arrears on each applicable Interest Payment Date, at a
                  fluctuating rate equal to (A) the Index Rate plus the
                  Applicable Revolver Index Margin per annum or (B) at the
                  election of Borrower Representative, the applicable LIBOR Rate
                  plus the Applicable Revolver LIBOR Margin per annum, in each
                  case based on the aggregate Revolving Credit Advances
                  outstanding from time to time.
<PAGE>

                  Commencing on the Amendment No. 4 Effective Date, the
                  Applicable Revolver Index Margin shall be 1.50%, the
                  Applicable Revolver LIBOR Margin shall be 2.75%, the
                  Applicable Unused Line Fee Margin shall be 0.375%, and the
                  Applicable L/C Fee Margin shall be 2.75%; provided, however
                  that upon the occurrence of the earlier of (A) March 31, 2009
                  and (B) the Convertible Debt Refinancing Date, the Applicable
                  Margins shall be set at Level II of the Applicable Margin Grid
                  set forth below, and commencing at the end of each Fiscal
                  Quarter thereafter and in accordance with clause (iii) below,
                  the Applicable Margins shall be subject to adjustment (up or
                  down) prospectively based on Borrower's consolidated Excess
                  Formula Availability for the four Fiscal Quarters then ended,
                  each in accordance with the following grids, which will be in
                  effect on and after the Closing Date:

                  --------------------------------------------------------------
                  If Excess Formula Availability is: Level of Applicable Margins
                  --------------------------------------------------------------
                  <$40 Million                       Level I
                  --------------------------------------------------------------
                  >=$40 Million but <$60 Million     Level II
                  --------------------------------------------------------------
                  >=$60 Million                      Level III
                  --------------------------------------------------------------

                  --------------------------------------------------------------
                  Applicable Margins
                  --------------------------------------------------------------
                                          Level I        Level II      Level III
                  --------------------------------------------------------------
                  Applicable Revolver
                  Index Margin            2.25%          2.00%         1.75%
                  --------------------------------------------------------------
                  Applicable Revolver
                  LIBOR Margin            3.50%          3.25%         3.00%
                  --------------------------------------------------------------
                  Applicable L/C Fee
                  Margin                  3.50%          3.25%         3.00%
                  --------------------------------------------------------------
                  Applicable Unused
                  Line Fee Margin         0.375%         0.375%        0.375%
                  --------------------------------------------------------------

            (b) Section 1.6 is amended as follows:

                  (i) By deleting from the first sentence thereof the following:

                        "(i) to the extent Accounts which are permitted to be
                        paid after 90 days following their original invoice date
                        but within 210 days following their original invoice
                        date exceed $115,000,000 in the aggregate at any time or
                        from time to time such Accounts shall not constitute
                        Eligible Accounts to the extent of such excess, or
                        (ii)"; and

                  (ii) By amending and restating clauses (1)(i) and (r) in their
                  entirety as "[Intentionally Omitted]".


                                       2
<PAGE>

            (c) Section 1.8 is amended by deleting the last sentence thereof.

            (d) The following Sections shall be added in their entirety in their
      appropriate numerical order:

                  "5.11. Minimum Borrowing Availability. Effective as of the
                  Convertible Debt Redemption Date, Borrowing Availability as to
                  all Borrowers shall at all times be equal to or greater than
                  $25,000,000; provided, however, that such $25,000,000 amount
                  shall be reduced by one dollar for every dollar (a) the
                  initial loan under the Permitted Convertible Debt Refinancing
                  Facility is in excess of $40,000,000 and (b) of new cash
                  equity invested in SMP after the Amendment No. 4 Effective
                  Date; and provided, further, however, that the aggregate
                  dollar for dollar reduction under clauses (a) and (b) above
                  shall be limited to $10,000,000 so that Borrowing Availability
                  as to all Borrowers shall at all times be not less than
                  $15,000,000 or such greater amount as may apply after giving
                  effect to the first proviso of this Section 5.11."

                  "5.12. BSE Sale. (a) SMP Canada shall cause its share of the
                  cash proceeds of the BSE Sale to be distributed and/or lent to
                  SMP and SMP shall apply such amounts, together with its share
                  of the cash proceeds of the BSE Sale, to prepay the Loans in
                  accordance with the provisions of Section 1.3(b)(ii) of the
                  Agreement.

                  (b) The BSE Deferred Payment shall be evidenced by a
                  promissory note in form and substance reasonably satisfactory
                  to Agent, which promissory note, upon the consummation of the
                  BSE Sale, shall be duly pledged, endorsed and delivered to
                  Agent as collateral security for the Obligations hereunder and
                  shall be subject to a first priority Lien in favor of Agent,
                  for its benefit and for the ratable benefit of Lenders, and
                  SMP and SMP Canada shall execute and deliver such amendments
                  to the applicable Pledge Agreement as is reasonably requested
                  by Agent to evidence such Lien.".

            (e) Section 6.3(a) is amended by adding at the end thereof the
      following:

                  "Notwithstanding the provisions of Sections 6.3 or 6.19(a)(e)
                  hereof to the contrary, any Convertible Debt Refinancing or
                  Permitted Convertible Debt Refinancing Facility that requires
                  a junior Lien to be granted on any Collateral or any
                  "Collateral" under the Canadian Loan Agreement or "Collateral
                  Documents" (as each such term is defined in the Canadian Loan
                  Agreement) shall be permitted hereunder so long as the terms
                  and conditions of such Convertible Debt Refinancing and/or
                  Permitted Convertible Debt Refinancing Facility, as
                  applicable, the related intercreditor agreement, and all other
                  related documentation are satisfactory to Agent and Requisite
                  Lenders in their sole discretion."


                                        3
<PAGE>

            (f) Subsection 6.8 is amended as follows:

                  (i) By deleting the word "and" immediately prior to "(g) Draft
                  Monetization" in the first sentence thereof;

                  (ii) By adding the following phrase immediately following "(g)
                  Draft Monetization" in the first sentence thereof:

                        "; (h) the BSE Sale; (i) the sale of Borrowers' Real
                        Estate located in Reno, Nevada; and (j) the sale of
                        Borrower's Real Estate located in Grapevine, Texas".

                  (iii) By deleting from the second sentence thereof the phrase
                  "(b), (c) and (d)" and substituting therefore the phrase "(b),
                  (c), (d), (h) and (i)".

            (g) The first sentence of Section 6.10 is amended in its entirety to
      provide as follows:

                  "Any time the aggregate average daily Borrowing Availability
                  as to all Borrowers in the aggregate for any continuous thirty
                  (30) day period is less than $30,000,000 or the aggregate
                  daily Borrowing Availability for all Borrowers for any two (2)
                  days within any continuous thirty (30) day period is
                  $20,000,000 or less (it being understood and agreed that for
                  purposes of this sentence, average daily Borrowing
                  Availability shall be determined with the "Borrowing
                  Availability Reserve" deemed to be $0), Borrowers shall not
                  breach or fail to comply with any of the Financial Covenants."

            (h) Section 6.14(e)(iii) is amended by adding immediately prior to
      clause (x) thereof the following: "(w) the aggregate amount of such
      refinanced, repurchased or redeemed Subordinated Debt shall not exceed
      $50,000,000 until such time as the Permitted Convertible Debt Refinancing
      Facility shall have closed and funded,".

            (i) Section 6.19(a)(e) is amended by adding "except as otherwise
      provided in the last sentence of Section 6.3," immediately prior to "grant
      any security or collateral".

            (j) Section 8.1(f) is amended by deleting "$250,000" and
      substituting therefore "$2,000,000".

            (k) Annex A is amended as follows:

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

                        (A) "Amendment No. 4" means that certain Amendment No.4
                  to Second Amended and Restated Credit Agreement dated as of
                  December 18, 2008 by and among SMP, SI, MCC, SMP Canada,
                  Agent, and the Lenders party thereto.


                                       4
<PAGE>

                        (B) "Amendment No. 4 Effective Date" means the date on
                  which the conditions precedent set forth in Section 3 of
                  Amendment No. 4 are satisfied.

                        (C) "Borrowing Availability Reserve" means a reserve
                  equal to the amount of $15,000,000, except that for purposes
                  of calculating Borrowing Availability under Section 6.1(iv)(x)
                  and Section 6.2(b)(x), (g)(x) and (h)(x) and effective as of
                  the Convertible Debt Redemption Date, the amount of the
                  Borrowing Availability Reserve shall be deemed to be $0.

                        (D) "BSA" means Blue Streak America, Inc., a Florida
                  corporation.

                        (E) "BSE" means Blue Streak Electronics Inc., a Canadian
                  corporation.

                        (F) BSE Deferred Payment" means the deferred payments
                  payable to SMP and SMP Canada following the closing of the BSE
                  Sale pursuant to Schedule I to the BSE Inventory Purchase
                  Agreement.

                        (G) "BSE Final Purchase Price" means the purchase price
                  of the BSE Sale as set forth on Schedule I to the BSE
                  Inventory Purchase Agreement.

                        (H) "BSE Inventory Purchase Agreement" means that
                  certain Inventory Purchase Agreement by and among SMP and SMP
                  Canada, as sellers, and BSE and BSA, as purchasers, pursuant
                  to which SMP and SMP Canada shall sell certain inventory to
                  BSE and BSA, which agreement shall in final form conform in
                  all material respects to the terms and conditions of the draft
                  agreement dated November 14, 2008.

                        (I) "BSE Sale" means the sale by SMP and SMP Canada of
                  certain Inventory, shares and related assets for the BSE Final
                  Purchase Price pursuant to the BSE Inventory Purchase
                  Agreement, the BSE Stock Purchase Agreement, that certain
                  Stock Purchase Agreement (Israeli) by and between Autotech
                  Inc., an Israeli corporation and SMP, that certain Stock
                  Purchase Agreement (UK) by and between SMP Canada and BSE,
                  that certain Termination Agreement by and among Tadir, Inc.,
                  Autotech Inc., BSE, BSA, SMP Canada, SMP and Standard Motor
                  Products Holdings Ltd., a corporation incorporated under the
                  laws of England and Wales, and that certain Trademark License
                  Agreement by and between SMP, as licensor and BSE and BSA, as
                  licensees, in each case such agreement shall in final form
                  conform in all material respects to the terms and conditions
                  of the related draft agreement dated November 14, 2008.

                        (J) "BSE Stock Purchase Agreement" means that certain
                  Stock Purchase Agreement with Promissory Note by and among SMP
                  and SMP Canada, as sellers, and Tadir Inc., a Canadian
                  corporation, as purchaser, pursuant to which SMP and SMP
                  Canada shall sell their interests in the shares of BSE to
                  Tadir Inc, which agreement shall in final form conform in all
                  material respects to the terms and conditions of the draft
                  agreement dated November 14, 2008.


                                       5
<PAGE>

                        (K) "Convertible Debt Redemption Date" means the date on
                  which Borrowers shall have deposited with the trustee or
                  paying agent under the Indenture an amount sufficient to pay
                  the redemption price of, and accrued interest on, all
                  Subordinated Debt under the Indenture that is outstanding at
                  such time following receipt by Agent of a request from
                  Borrower Representative for a Revolving Credit Advance in an
                  amount sufficient to make such payment in accordance with the
                  terms hereof.

                        (L) "Convertible Debt Refinancing" means any refinancing
                  of, or amendment or modification to (including, without
                  limitation, extending the maturity date thereof), all or any
                  portion of the existing Subordinated Debt under the Indenture.

                        (M) "Convertible Debt Refinancing Date" means the date
                  of occurrence of the earlier of (a) the closing of the
                  Convertible Debt Refinancing and (b) Borrowers shall have
                  entered into a Permitted Convertible Debt Refinancing
                  Facility.

                        (N) "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.

                        (O) "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.

                        (P) "Permitted Convertible Debt Refinancing Facility"
                  means a new borrowing facility of at least $40,000,000, the
                  proceeds of which are intended to be utilized, either
                  substantially contemporaneously or on or before the maturity
                  of the Subordinated Debt under the Indenture, to refinance the
                  Subordinated Debt under the Indenture.

                        (Q) "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.

                        (R) "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.


                                       6
<PAGE>

                  (ii) Each of the following defined terms is amended as
                  follows:

                        (A) The definition of "Borrowing Availability" is
                  amended by adding the phrase "the Borrowing Availability
                  Reserve," immediately prior to "the Canadian Reserve" in the
                  last sentence thereof .

                        (B) The definition of "EBITDA" is amended by adding the
                  following at the end thereof:

                        "For purposes of this definition, the following items
                        shall be excluded from the calculation of "loss from
                        extraordinary items" in clause (c)(iii) of the first
                        sentence of this definition: (1) one-time charges
                        incurred by SMP in connection with the consolidation of
                        its manufacturing facilities in Long Island City, New
                        York, (2) one-time charges incurred by SI in connection
                        with the consolidation of all manufacturing facilities,
                        (3) one-time charges incurred by SMP in connection with
                        relocating its facilities from Reno, Nevada to
                        Disputanta, Virginia, (4) one-time charges incurred by
                        SMP in connection with relocating its facilities from
                        Grapevine, Texas and Edwardsville, Kansas to Reynosa,
                        Mexico, (5) one-time charges incurred by SMP in
                        connection with relocating its facilities from Corona,
                        California to Tijuana, Mexico, and (6) one-time charges
                        incurred by SMP in connection with certain contemplated
                        asset acquisitions and divestitures, but with respect to
                        all of the above one-time charges, such items shall only
                        be excluded from the calculation of "loss from
                        extraordinary items" in clause (c)(iii) of the first
                        sentence of this definition for any fiscal period in
                        2007, 2008, and 2009, respectively, to the extent that
                        the aggregate amount of such one-time charges exceeds
                        $11,000,000, $8,000,000 and $4,000,000 for 2007, 2008,
                        and 2009, respectively (and, thus, such excess amounts
                        shall not be added back to consolidated net income for
                        purposes of calculating EBITDA)."

                        (C) The definition of "Excess Formula Availability" is
                  amended by deleting from the second sentence thereof "is" and
                  substituting therefore "and the Borrowing Availability Reserve
                  shall be".

                        (D) The definition of "Fixed Charges" is amended by
                  adding at the end of the second sentence thereof the phrase
                  "and 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".


                                       7
<PAGE>

                        (E) The definition of "Indenture Maturity Reserve" is
                  amended in its entirety as follows:

                        "Indenture Maturity Reserve" means a reserve which (i)
                        during the period January 15, 2008 through April 14,
                        2008, equals $15,000,000, (ii) during the period April
                        15, 2008 through July 14, 2008, equals $30,000,000,
                        (iii) during the period July 15, 2008 through October
                        14, 2008, equals $45,000,000, (iv) during the period
                        October 15, 2008 through January 14, 2009, equals
                        $60,000,000, (v) during the period January 15, 2009
                        through February 14, 2009, equals $65,000,000, (vi)
                        during the period February 15, 2009 through March 14,
                        2009, equals $70,000,000, (vii) during the period March
                        15, 2009 through April 14, 2009, equals $75,000,000,
                        (viii) during the period April 15, 2009 through May 14,
                        2009, equals $80,000,000, (ix) during the period May 15,
                        2009 through June 14, 2009, equals $85,000,000, and (x)
                        on and after June 15, 2009, equals $90,000,000, in each
                        case less the aggregate face amount of any notes issued
                        under the Indenture which have been repurchased or
                        redeemed in accordance with Section 6.14(e)(iii) since
                        January 15, 2008; provided, however, in no event shall
                        the amount of the Indenture Maturity Reserve be less
                        than $0.

                        (F) The definition of "Index Rate" is amended and
                  restated as follows:

                        "Index Rate" means, for any day, a floating rate equal
                        to the higher of (i) the rate publicly quoted from time
                        to time by The Wall Street Journal as the "prime rate"
                        (or, if The Wall Street Journal ceases quoting a prime
                        rate, the highest per annum rate of interest published
                        by the Federal Reserve Board in Federal Reserve
                        statistical release H.15 (519) entitled "Selected
                        Interest Rates" as the Bank prime loan rate or its
                        equivalent) and (ii) the Federal Funds Rate plus 50
                        basis points per annum; provided that in no event will
                        the Index Rate plus the Applicable Revolver Index Margin
                        be less than the LIBOR Rate for a one month LIBOR Period
                        in effect on each day (based on the published rate as of
                        2 Business Days prior to each day) plus the Applicable
                        Revolver LIBOR Margin. Each change in any interest rate
                        provided for in the Agreement based upon the Index Rate
                        shall take effect at the time of such change in the
                        Index Rate.


                                       8
<PAGE>

                        (G) The definition of "LIBOR Rate" is amended and
                  restated as follows:

                        "LIBOR Rate" means for each LIBOR Period, a rate of
                        interest determined by Agent equal to the offered rate
                        for deposits in United States Dollars for the applicable
                        LIBOR Period that appears on Reuters Screen LIBOR01 Page
                        as of 11:00 a.m. (London, England time), on the second
                        full LIBOR Business Day next preceding the first day of
                        such LIBOR Period. If no such offered rate exists, such
                        rate will be the rate of interest per annum, as
                        determined by Agent (rounded upwards, if necessary, to
                        the nearest 1/100 of 1%) at which deposits of United
                        States Dollars in immediately available funds are
                        offered at 11:00 A.M. (London, England time) on the
                        second full LIBOR Business Day next preceding the first
                        day of such LIBOR Period by major financial institutions
                        reasonably satisfactory to Agent in the London interbank
                        market for the applicable LIBOR Period and for an amount
                        equal or comparable to the principal amount of the Loans
                        to be borrowed, converted or continued as LIBOR Loans on
                        such date of determination.

                        (H) The definition of "MCC Borrowing Base" is amended as
                  follows:

                        (1) By amending and restating clause (a) as follows: "up
                        to an amount equal to the product of the Receivables
                        Advance Rate multiplied by the book value of MCC's
                        Eligible Accounts; and";

                        (2) Clause (b)(ii) is amended and restated as follows:

                        "(ii) 85% times the sum of (x) the product of the
                        Finished Goods NOLV Rate times MCC's Eligible Inventory
                        consisting of finished goods, (y) the product of the Raw
                        Materials NOLV Rate times MCC's Eligible Inventory
                        consisting of raw materials, and (z) the product of the
                        Cores NOLV Rate times MCC'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".

                        (I) The definition of "Permitted Encumbrances is amended
                  as follows:


                                       9
<PAGE>

                        (1) By deleting "and" from the end of clause (k) and
                        substituting therefore ";"; and

                        (2) By adding at the end of clause (l) thereof the
                        following phrase: "; and (m) junior Liens granted
                        pursuant to the terms of the Convertible Debt
                        Refinancing so long as the terms and conditions of such
                        Convertible Debt Refinancing, the related intercreditor
                        agreement, and all other related documentation are
                        satisfactory to Agent and Requisite Lenders in their
                        sole discretion".

                        (J) The definition of "Reserves" is amended by adding to
                  clause (f) thereof immediately following "including, without
                  limitation," the phrase "the Borrowing Availability Reserve
                  and".

                        (K) The definition of "SI Borrowing Base" is amended as
                  follows:

                        (1) By amending and restating clause (a) as follows: "up
                        to an amount equal to the product of the Receivables
                        Advance Rate multiplied by the book value of SI's
                        Eligible Accounts; and"

                        (2) Clause (b)(ii) is amended and restated as follows:

                        "(ii) 85% times the sum of (x) the product of the
                        Finished Goods NOLV Rate times SI's Eligible Inventory
                        consisting of finished goods, (y) the product of the Raw
                        Materials NOLV Rate times SI's Eligible Inventory
                        consisting of raw materials, and (z) the product of the
                        Cores NOLV Rate times SI'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".

                        (L) The definition of "SMP Borrowing Base" is amended as
                  follows:

                        (1) By amending and restating clause (a) as follows: "up
                        to an amount equal to the product of the Receivables
                        Advance Rate multiplied by the book value of SMP 's
                        Eligible Accounts; and"

                        (2) Clause (b)(ii) is amended and restated as follows:

                        "(ii) 85% times the sum of (x) the product of the
                        Finished Goods NOLV Rate times SMP's Eligible Inventory
                        consisting of finished goods, (y) the product of the Raw
                        Materials NOLV Rate times SMP's Eligible Inventory
                        consisting of raw materials, and (z) the product of the
                        Cores NOLV Rate times SMP'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".


                                       10
<PAGE>

                        (M) The definition of "SMP Canada Borrowing Base" is
                  amended as follows:

                        (1) By amending and restating clause (a) as follows: "up
                        to an amount equal to the product of the Receivables
                        Advance Rate multiplied by the book value of SMP
                        Canada's Eligible Accounts; and"

                        (2) Clause (b)(ii) is amended and restated as follows:

                        "(ii) 85% times the sum of (x) the product of the
                        Finished Goods NOLV Rate times SMP Canada's Eligible
                        Inventory consisting of finished goods, (y) the product
                        of the Raw Materials NOLV Rate times SMP Canada's
                        Eligible Inventory consisting of raw materials, and (z)
                        the product of the Cores NOLV Rate times SMP Canada'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 SMP Canada's Inventory; and".

            (l) Annex C is amended by deleting "upon written notice from Agent"
      from clause (c)(iii) thereof.

            (m) Annex F is amended by deleting from paragraph (b) "$16,000,000"
      and substituting therefore "$30,000,000".

            (n) Annex G is amended as follows:

                  (i) By deleting from the first sentence of Item 1 the phrase
                  "Any time Borrowers' Borrowing Availability is less than
                  $30,000,000, Borrowers shall not breach or fail to comply with
                  any of the following financial covenants, with the Minimum
                  Fixed Charge Coverage Ratio to be measured" and substituting
                  therefore the following phrase:

                        "Any time the aggregate average daily Borrowing
                        Availability as to all Borrowers in the aggregate for
                        any continuous thirty (30) day period is less than
                        $30,000,000 or the aggregate daily Borrowing
                        Availability for all Borrowers for any two (2) days
                        within any continuous thirty (30) day period is
                        $20,000,000 or less (it being understood and agreed that
                        for purposes of this calculation, Borrowing Availability
                        shall be determined with the "Borrowing Availability
                        Reserve" deemed to be $0), Borrowers shall not breach or
                        fail to comply with any of the following financial
                        covenants, with the Minimum Fixed Charge Coverage Ratio
                        to be measured, except as otherwise provided in
                        paragraph (a) below,"; and


                                       11
<PAGE>

                  (ii) By deleting from Item 1(a) the phrase "for the 12-month
                  period then ended" and adding at the end thereof the
                  following:

                        "The Fixed Charge Coverage Ratio shall be measured for
                        the 12-month period then ended; provided, however, that
                        notwithstanding any provisions herein to the contrary,
                        (v) the Fixed Charge Coverage Ratio for the Fiscal
                        Quarter ending March 31, 2009 shall be determined for
                        the one Fiscal Quarter period ending on such date, (w)
                        the Fixed Charge Coverage Ratio for the Fiscal Quarter
                        ending June 30, 2009 shall be determined for the two
                        Fiscal Quarter period ending on such date, (x) the Fixed
                        Charge Coverage Ratio for the Fiscal Quarter ending
                        September 30, 2009 shall be determined for the three
                        Fiscal Quarter period ending on such date, and (y) the
                        Fixed Charge Coverage Ratio for the Fiscal Quarter
                        ending December 31, 2009 shall be determined for the
                        four Fiscal Quarter period ending on such date, and (z)
                        the Fixed Charge Coverage Ratio for every Fiscal Quarter
                        thereafter shall be determined for the four Fiscal
                        Quarter period ending on the last day of the Fiscal
                        Quarter for which such determination is being made."

      3. Conditions of Effectiveness. This Amendment No. 4 shall become
effective upon satisfaction of the following conditions precedent: Agent shall
have received (i) four (4) copies of this Amendment No. 4 executed by Borrowers
and Lenders, (ii) payment of an amendment consent fee to each Lender equal to
0.50% of the amount of each Lender's Commitment under the Loan Agreement, (iii)
payment of all fees and expenses due and payable to Agent's own account in
connection with this Amendment No. 4 and the Agreement and (iv) 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. Each Borrower hereby represents and
warrants as follows:

            (a) This Amendment No. 4 and the Loan Agreement, as amended hereby,
      constitute legal, valid and binding obligations of Borrowers and are
      enforceable against Borrowers in accordance with their respective terms.


                                       12
<PAGE>

            (b) Upon the effectiveness of this Amendment No. 4, each Borrower
      hereby reaffirms all covenants, representations and warranties made in the
      Loan Agreement to the extent the same are not 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 No. 4.

            (c) No Event of Default or Default has occurred and is continuing or
      would exist after giving effect to this Amendment No. 4.

            (d) No Borrower has any defense, 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 a reference 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.
      4 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. 4 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 State
of New York.

      7. Headings. Section headings in this Amendment No. 4 are included herein
for convenience of reference only and shall not constitute a part of this
Amendment No. 4 for any other purpose.

      8. Counterparts; Facsimile. This Amendment No. 4 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.


                                       13
<PAGE>

      IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as of the
day and year first written 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:


                                          [Additional Signature Page to Follow]
<PAGE>

                                          GENERAL ELECTRIC CAPITAL CORPORATION,
                                          as Agent and Lender

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


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

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


                                          WACHOVIA BANK, NATIONAL ASSOCIATION,
                                          as Co-Syndication Agent and Lender

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


                                          JPMORGAN CHASE BANK, N.A., as
                                          Documentation Agent and Lender

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


                                          [Additional Signature Page to Follow]
<PAGE>

                                          HSBC BANK USA, NATIONAL ASSOCIATION,
                                          as Lender

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


                                          WELLS FARGO FOOTHILL, LLC, as Lender

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


                                          GE BUSINESS FINANCIAL SERVICES, INC.,
                                          as Lender

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