8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2011

STANDARD MOTOR PRODUCTS, INC.

(Exact Name of Registrant as Specified in its Charter)

New York	1-4743	11-1362020
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employee Identification Number)

37-18 Northern Boulevard, Long Island City, New York 11101

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code:  718-392-0200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Item 1.01.  Entry into a Material Definitive Agreement

Amendment to Revolving Credit Facility

On September 22, 2011, we entered into an amendment of our Third Amended and Restated Credit Agreement dated as of November 10, 2010 (the “Credit Agreement”), with General Electric Capital Corporation, as agent, and a syndicate of lenders for a secured revolving credit facility. The amendment provides for certain favorable changes to our LIBOR floor rate and gives us greater flexibility regarding permitted acquisitions and stock repurchases, and also provides for, among other things, the following:

· A one year extension of the maturity date of the Credit Agreement to March 20, 2015.

· A decrease in the interest rates applicable to our outstanding borrowings under the credit facility, such that the margin added to the index rate will decrease 50 basis points to between 0.75% - 1.25% and the margin added to the LIBOR rate will decrease 100 basis points to between 1.75% - 2.25%, in each case depending upon the level of excess formula availability as defined in the Credit Agreement. As of the effective date of the amendment, the margin added to the index rate will be 0.75% and the margin added to the LIBOR rate will be 1.75%.

We maintain ordinary banking relationships with General Electric Capital Corporation, certain of the other lenders and their respective affiliates. For these services, the parties have received, and may in the future receive, customary compensation and expense reimbursement.

Amendment to Canadian Credit Agreement

On September 22, 2011, we amended our Canadian credit agreement with GE Canada Finance Holding Company, for itself and as agent for the lenders. The amendment provides for the extension of the maturity date of the Canadian credit agreement to March 20, 2015.

The descriptions set forth above are qualified by (a) Amendment No. 1 to Third Amended and Restated Credit Agreement filed herewith as exhibit 10.28 and (b) Amendment No. 7 to Credit Agreement filed herewith as exhibit 10.29.

Item 9.01.  Financial Statements and Exhibits

(c)            Exhibits.

10.28 Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of September 22, 2011, among Standard Motor Products, Inc., as borrower and the other credit parties thereto, and General Electric Capital Corp., as agent and lender, Bank of America, N.A. and Wells Fargo Capital Finance, LLC, as lenders and co-syndication agents, JPMorgan Chase Bank, N.A., as lender and as documentation agent, and the other lenders thereto.

10.29 Amendment No. 7 to Credit Agreement, dated as of September 22, 2011, among SMP Motor Products, Ltd., as borrower and the other credit parties thereto, and GE Canada Finance Holding Company, as lender and agent, and the other lenders thereto.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

STANDARD MOTOR PRODUCTS, INC.
By:	/s/ James J. Burke
	James J. Burke
	Vice President Finance, Chief Financial Officer

Date: September 26, 2011

3

Exhibit Index

Exhibit No.	Description
10.28	Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of September 22, 2011, among Standard Motor Products, Inc., as borrower and the other credit parties thereto, and General Electric Capital Corp., as agent and lender, Bank of America, N.A. and Wells Fargo Capital Finance, LLC, as lenders and co-syndication agents, JPMorgan Chase Bank, N.A., as lender and as documentation agent, and the other lenders thereto.
10.29	Amendment No. 7 to Credit Agreement, dated as of September 22, 2011, among SMP Motor Products, Ltd., as borrower and the other credit parties thereto, and GE Canada Finance Holding Company, as lender and agent, and the other lenders thereto.

4

EX-99.1

Exhibit 10.28

 AMENDMENT NO. 1

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT  (this “Amendment”) is entered into as of this 22nd day of September, 2011 by and among STANDARD MOTOR PRODUCTS, INC., a New York corporation (“SMP”) and STANRIC, INC., a Delaware corporation (“SI” and SMP are sometimes collectively referred to herein as “Borrowers” and individually as a “Borrower”), SMP MOTOR PRODUCTS, LTD., a corporation amalgamated under the laws of Canada (“SMP Canada” and together with Borrowers, each a “Credit Party”, and collectively, “Credit Parties”),  the lenders who are party to the Credit Agreement (defined below) (“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, WELLS FARGO CAPITAL FINANCE, LLC, for itself, as Lender and as a Co-Syndication Agent, and JPMORGAN CHASE BANK, N. A., for itself, as a Lender and as Documentation Agent.

WHEREAS, Credit Parties, Agent and Lenders are parties to a Third Amended and Restated Credit Agreement dated as of November 10, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which Agent and Lenders provide Borrowers with certain financial accommodations.

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

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

  (a)          Annex A to the Credit Agreement is hereby amended by inserting the following defined terms in their appropriate alphabetical order:

 “Amendment No. 1” shall mean Amendment No. 1 to Third Amended and Restated Credit Agreement dated September 22, 2011, by and among Credit Parties, Agent and Lenders.

 “Amendment No. 1 Effective Date” shall mean the date upon which the conditions precedent contained in Section 3 of Amendment No. 1 have been satisfied.

  (b)          The definition of “Commitment Termination Date” appearing in Annex A to the Credit Agreement is hereby amended by deleting the date “March 20, 2014” appearing therein and inserting the date “March 20, 2015” in lieu thereof.

  (c)          The definition of “LIBOR Rate” appearing in Annex A to the Credit Agreement is hereby amended by deleting the text “; provided that at no time shall the LIBOR Rate be less than the LIBOR Rate for a three month LIBOR Period determined on the second full LIBOR Business Day next preceding the first day of such LIBOR Period” appearing therein and  inserting the text “.” in lieu thereof.

  (d)          Section 1.5(a)(iii) of the Credit Agreement is hereby amended by amending and restating the tables appearing therein as follows:

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	1.25%	1.00%	0.75%
Applicable Revolver LIBOR Margin	2.25%	2.00%	1.75%
Applicable L/C Fee Margin	2.25%	2.00%	1.75%
Applicable Unused Line Fee Margin	0.375%	0.375%	0.50%

  (e)          Section 6.1 of the Credit Agreement is hereby amended by:

 (i)           amending and restating the last sentence of the first paragraph thereof in its entirety as follows:

“Notwithstanding the foregoing clause (b), any Borrower, may acquire or, subject to the last sentence of this Section 6.1, form a Subsidiary to acquire, all or a material portion of the assets or Stock of any Person in a single transaction or in a series of related transactions (the “Target”) (in each case, a “Permitted Acquisition”) subject to the satisfaction of each of the following conditions:”

 (ii)          deleting the dollar amount “$25,000,000” appearing in subclause (i) thereof and inserting the dollar amount “$50,000,000” in lieu thereof.

 (iii)         deleting the dollar amount “$7,500,000” appearing in subclause (iv) thereof and inserting the dollar amount “$10,000,000” in lieu thereof.

2

 (iv)        amending and restating subclause (vi) thereof in its entirety as follows:

“(vi)   at the time of such Permitted Acquisition and after giving effect thereto, (x) Borrowing Availability of all Borrowers exceeds (1) $20,000,000 for any Permitted Acquisition involving a purchase price consideration of $25,000,000 or less and (2) $50,000,000 for any Permitted Acquisition involving a purchase price consideration in excess of $25,000,000 and (y) no Default or Event of Default has occurred and is continuing.

 (v)          inserting a new subclause (vii) at the end thereof as follows:

“(vii) with respect to any Permitted Acquisition involving a purchase price consideration in excess of $25,000,000 (x) after giving effect to such Permitted Acquisition and for a period of thirty (30) consecutive days after giving effect thereto, Borrowing Availability for all Borrowers exceeds $50,000,000 and (y) Borrowers shall have a Fixed Charge Coverage Ratio of not less than 1.25 to 1.00 as of the last Fiscal Quarter  for the 12-month period then ended.”

  (f)           Section 6.14(ii)(x) of the Credit Agreement is hereby amended and restated in its entirety as follows:

 “(x) the aggregate cash utilized to effectuate such purchases or redemptions shall not exceed $5,000,000 in any calendar year,”

3.           Conditions of Effectiveness.  This Amendment shall become effective upon the satisfaction of each of the following conditions precedent:

  (a)          Agent shall have received four (4) copies of this Amendment executed by Credit Parties and Lenders;

  (b)          Agent shall have received four (4) fully executed copies of Amendment No. 7 to the Canadian Loan Agreement;

  (c)          Agent shall have received the fees set forth in that certain fee letter executed by Borrowers on or about the date hereof in connection with this Amendment;

  (d)          Each Lender which executes this Amendment shall have received a closing fee in the amount of 0.10% of its Commitment which fee shall be deemed fully earned by such Lender and non-refundable upon the effectiveness of this Amendment; and

  (e)          Agent shall have received 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.

3

4.           Representations and Warranties.  Credit Parties hereby represent and warrant as follows:

  (a)          This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of Credit Parties and are enforceable against Credit Parties in accordance with their respective terms.

  (b)          Upon the effectiveness of this Amendment, each Credit Party hereby reaffirms all covenants, representations and warranties made in the Credit Agreement as amended hereby and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the Amendment No. 1 Effective Date.

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

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

5.           No Waiver.  The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Agent or any Lender, nor constitute a waiver of any provision of the Credit Agreement, or any other documents, instruments or agreements executed and/or delivered under or in connection therewith.

6.           Effect on the Credit Agreement.  All references in the Credit Agreement and the other Loan Documents to the Credit Agreement shall be deemed to refer to the Credit Agreement as amended hereby.

7.           Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW RULES).

8.           Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

9.           Counterparts; Facsimile.  This Amendment may be executed in any number of several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.  Any signature delivered by a party by pdf or facsimile transmission shall be deemed to be an original signature hereto.

[remainder of page intentionally left blank]

4

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed and delivered by its duly authorized officer as of the date first set forth above.

CREDIT PARTIES:

STANDARD MOTOR PRODUCTS, INC.

By:________________________________________________________

Name:______________________________________________________

Title:_______________________________________________________

STANRIC, INC.

By:________________________________________________________

Name:______________________________________________________

Title:_______________________________________________________

SMP MOTOR PRODUCTS, LTD.

By:________________________________________________________

Name:______________________________________________________

Title:_______________________________________________________

Signature page to Amendment No. 1 to Third Amended and Restated Credit Agreement - 2603815

LENDERS:

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:_______________________________________________________

WELLS FARGO CAPITAL FINANCE, LLC, as Co-Syndication Agent and a Lender

By:________________________________________________________

Name:______________________________________________________

Title:_______________________________________________________

JPMORGAN CHASE BANK, N.A.,

as Documentation Agent and a Lender

By:________________________________________________________

Name:______________________________________________________

Title:_______________________________________________________

(Signatures continued on next page)

Signature page to Amendment No. 1 to Third Amended and Restated Credit Agreement - 2603815

HSBC BANK USA, NATIONAL ASSOCIATION,

as Lender

By:________________________________________________________

Name:______________________________________________________

Title:_______________________________________________________

GE BUSINESS FINANCIAL SERVICES INC.,

as Lender

By:________________________________________________________

Name:______________________________________________________

Title:_______________________________________________________

Signature page to Amendment No. 1 to Third Amended and Restated Credit Agreement - 2603815

EX-10.29

Exhibit 10.28

AMENDMENT NO. 7 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 7 (this “Amendment No. 7”) is entered into as of September 22, 2011, 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”; and together with Borrower and SMP, 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

Credit Parties, 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, 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)           Annex A to the Loan Agreement is hereby amended as follows:

(i)             By adding the following defined terms in appropriate alphabetical order:

“Amendment No. 7” means that certain Amendment No. 7 to Credit Agreement dated as of September 22, 2011 by and among Credit Parties, Agent, and Lenders.

“Amendment No. 7 Effective Date” means the date upon which the conditions precedent contained in Section 3 of Amendment No. 7 have been satisfied.

(ii)             By amending the term “Commitment Termination Date” by deleting the year 2014 appearing therein and inserting the year 2015 in lieu thereof.

3.             Conditions of Effectiveness.  This Amendment No. 7 shall become effective upon satisfaction of the following conditions precedent:

(a)           Agent shall have received four (4) copies of this Amendment No. 7 executed by Credit Parties and Lenders,

(b)           Agent shall have received four (4) fully executed copies of Amendment No. 1 to the US Credit Agreement;

(c)           Each Lender which executes this Amendment No. 7 shall have received a closing fee in the amount of 0.10% of its Commitment which fee shall be deemed fully earned by such Lender and non-refundable upon the effectiveness of this Amendment No. 7; and

(d)           Agent shall have received 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.

4.             Representations and Warranties.  Each Credit Party hereby represents and warrants as follows:

(a)           This Amendment No. 7 and the Loan Agreement, as amended hereby, constitute legal, valid and binding obligations of Credit Parties and are enforceable against Credit Parties in accordance with their respective terms.

(b)           Upon the effectiveness of this Amendment No. 7, each Credit Party 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. 7.

(c)           No Event of Default or Default has occurred and is continuing or would exist after giving effect to this Amendment No. 7.

(d)           Credit Parties have no 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. 7 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.

2

6.           Governing Law.  This Amendment No. 7 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. 7 are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 7 for any other purpose.

8.           Counterparts; Facsimile.  This Amendment No. 7 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]

3

IN WITNESS WHEREOF, this Amendment No. 7 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. 7 in their capacity as Credit Parties and not as Borrower.

STANRIC, INC.
By:
	Name:
	Title:

STANDARD MOTOR PRODUCTS, INC.
By:
	Name:
	Title:

[Additional Signature Page to Follow]

Signature Page to Amendment No. 7 to Canadian Credit Agreement - 2604588

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 No. 7 to Canadian Credit Agreement - 2604588

WELLS FARGO FOOTHILL CANADA ULC
By:
	Name: Title:

WELLS FARGO CAPITAL FINANCE CORPORATION CANADA
By:
	Name: Title:

Signature Page to Amendment No. 7 to Canadian Credit Agreement - 2604588