0001144204-09-034691 Sample Contracts

AMENDMENT NO. 4 TO CREDIT AGREEMENT
Credit Agreement • June 29th, 2009 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies • Ontario

THIS AMENDMENT NO. 4 (this “Amendment No. 4”) is entered into as of June 26, 2009, 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 and SI, 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 Lenders (“Agent”), and GE CAPITAL MARKETS, INC., as Lead Arranger and Bookrunner.

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CONSENT AND AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 29th, 2009 • Standard Motor Products Inc • Miscellaneous electrical machinery, equipment & supplies • New York

THIS CONSENT AND AMENDMENT NO. 6 (this “Amendment No. 6”) is entered into as of June 26, 2009, by and among STANDARD MOTOR PRODUCTS, INC., a New York corporation (“SMP”), STANRIC, INC., a Delaware corporation (“SI”), MARDEVCO CREDIT CORP., a New York corporation (“MCC”; 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.

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