exv10w4









Exhibit 10.4




SECOND AMENDMENT

TO REVOLVING CREDIT AND TERM LOAN AGREEMENT





     THIS SECOND AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (“Second Amendment”), dated
as of November 3, 2010, is made and entered into by and among MOTORCAR PARTS OF AMERICA, INC., a
New York corporation (“Borrower”), UNION BANK, N.A., a national banking association, in its
capacity as Administrative Agent (“Administrative Agent”), UNION BANK, N.A., a national banking
association, in its capacity as a Lender (“Union Bank”), and BRANCH BANKING & TRUST COMPANY, a
North Carolina banking corporation, in its capacity as a Lender (“BB&T”) (Union Bank and BB&T
herein called “Lenders”).



RECITALS:




     A. Borrower, Administrative Agent and Lenders are parties to that certain Revolving Credit
and Term Loan Agreement dated as of October 28, 2009, as amended by (i) that certain First
Amendment dated as of April 26, 2010 and (ii) that certain consent letter dated October 26, 2010
(as so amended, the “Agreement”), pursuant to which each Lender severally agreed to extend credit
to Borrower in the amounts provided for therein.



     B. Borrower has requested, by notice to Administrative Agent, that Lenders extend the
Revolving Loans Maturity Date (as such term is defined in the Agreement) from October 28, 2011 to
October 29, 2012. Lenders have agreed to such request, subject, however, to the terms and
conditions of this Second Amendment.



AGREEMENT:




     In consideration of the above recitals and of the mutual covenants and conditions contained
herein, Borrower, Administrative Agent and Lenders agree as follows:


1. Defined Terms. Initially capitalized terms used herein which are not otherwise defined
shall have the meanings assigned thereto in the Agreement.



2. Amendments To The Agreement.




     (a) The definition of “Applicable Base Lending Rate Margin” appearing in Section 1.1 of the
Agreement is hereby amended to read in full as follows:



          “’Applicable Base Lending Rate Margin’ means, with respect to all Loans, as applicable, the
margin set forth below opposite the applicable Leverage Ratio disclosed in the latest Compliance
Certificate delivered pursuant to Section 6.3(b) or (e), as applicable:



 









 





	 	 	 	 	 
	 	 	 	 	Applicable Base Lending Rate
	Level	 	Leverage Ratio	 	Margin For All Loans
	I
	 	Greater than or equal to 1.5:1.0
	 	175 basis points
	II
	 	Greater than or equal to 1.0:1.0,
but less than 1.5:1.0
	 	150 basis points
	III
	 	Less than 1.0:1.0
	 	125 basis points”






     (b) The definition of “Applicable LIBOR Lending Rate Margin” appearing in Section 1.1 of the
Agreement is hereby amended to read in full as follows:



          “’Applicable LIBOR Lending Rate Margin’ means, with respect to all Loans, as applicable, the
margin set forth below opposite the applicable Leverage Ratio disclosed in the latest Compliance
Certificate delivered pursuant to Section 6.3(b) or (e), as applicable:



	 	 	 	 	 
	 	 	 	 	Applicable LIBOR Lending
	Level	 	Leverage Ratio	 	Rate Margin For All Loans
	I
	 	Greater than or equal to 1.5:1.0
	 	300 basis points
	II
	 	Greater than or equal to 1.0:1.0,
but less than 1.5:1.0
	 	275 basis points
	III
	 	Less than 1.0:1.0
	 	250 basis points”






     (c) The definition of “Revolving Loans Maturity Date” appearing in Section 1.1 of the
Agreement is hereby amended to read in full as follows:



          “’Revolving Loans Maturity Date’ means October 29, 2012, subject to any extension thereof
pursuant to Section 2.19.”


3. Renewal Fee. On the effective date of this Second Amendment, Borrower shall pay to
Administrative Agent, for the ratable account of the Revolving Loan Lenders, a renewal fee in an
amount equal to one-tenth of one percent (1/10 of 1%) of the Revolving Credit Commitments, or
Thirty-Five Thousand Dollars ($35,000), which renewal fee shall be non-refundable.



4. Effectiveness Of This Second Amendment. This Second Amendment shall become effective as
of the date hereof when, and only when, Administrative Agent shall have received all of the
following, in form and substance satisfactory to Administrative Agent:




     (a) A counterpart of this Second Amendment, duly executed by Borrower;



     (b) A reasonable legal documentation fee, for the sole account of the Administrative Agent,
which reasonable legal documentation fee shall be non-refundable; and



     (c) Such other documents, instruments or agreements as Administrative Agent may reasonably
deem necessary in order to effect fully this Second Amendment.



 









 




5. Ratification.




     (a) Except as specifically amended hereinabove, the Agreement shall remain in full force and
effect and is hereby ratified and confirmed; and



     (b) Upon the effectiveness of this Second Amendment, each reference in the Agreement to “this
Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the Agreement
shall mean and be a reference to the Agreement as amended by this Second Amendment.


6. Representations and Warranties. Borrower represents and warrants as follows:




     (a) Each of the representations and warranties contained in Article V of the Agreement, as
amended hereby, is hereby reaffirmed as of the date hereof, each as if set forth herein;



     (b) The execution, delivery and performance of this Second Amendment are within Borrower’s
corporate powers, have been duly authorized by all necessary corporate action, have received all
necessary approvals, if any, and do not contravene any law or any contractual restriction binding
on Borrower; and



     (c) No event has occurred and is continuing or would result from this Second Amendment which
constitutes an Event of Default under the Agreement, or would constitute an Event of Default under
the Agreement, but for the requirement that notice be given or time elapse or both.


7. Governing Law. This Second Amendment shall be deemed a contract under and subject to,
and shall be construed for all purposes and in accordance with, the laws of the State of
California.



8. Counterparts. This Second Amendment may be executed in two or more counterparts, each
of which shall be deemed an original and all of which together shall constitute one and the same
instrument.






 









 








     IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the date and
year first above written.



	 	 	 	 	 
	MOTORCAR PARTS OF AMERICA, INC.,

as Borrower

 	 	 
	By:  	/s/ Selwyn Joffe
 	 	 
	 	Selwyn Joffe 	 	 
	 	 	Chief Executive Officer 	 
	 



	 	 	 	 	 
	UNION BANK, N.A.,

in its capacity as Administrative Agent and as a Lender

 	 	 
	By:  	/s/ Cary L. Moore
 	 	 
	 	Cary L. Moore 	 	 
	 	Senior Vice President 	 	 
	 



	 	 	 	 	 
	BRANCH BANKING & TRUST COMPANY,

in its capacity as a Lender

 	 	 
	By:  	/s/ Kenneth M. Blackwell
 	 	 
	 	Kenneth M. Blackwell 	 	 
	 	Senior Vice President