QuickLinks
 -- Click here to rapidly navigate through this document
  



 
 

Exhibit 10.36    
  


 
  TERM NOTE    
  



	$8,000,000.00	 	Los Angeles, California
	 	 	June 28, 2002





        FOR
VALUE RECEIVED, the undersigned MOTORCAR PARTS & ACCESSORIES, INC., a New York corporation ("Borrower"), promises to pay to the order of WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Bank") at its office at 333 South Grand Avenue, Suite 940, Los Angeles, California, or at such other place as the holder hereof may designate, in lawful money of the United States of
America and in immediately available funds, the principal sum of Eight Million Dollars and No/100 ($8,000,000.00), with interest thereon as set forth herein. 



INTEREST: 


        (a)    Interest.    The outstanding principal balance of this Note shall bear interest (computed on the basis of a
360-day year, actual days elapsed) at the rate set forth in that certain Third Amended and Restated Credit Agreement dated as of June 28, 2002 (as amended from time to time, the
"Credit Agreement') between Borrower and Bank. 


        (b)    Payment of Interest.    Interest accrued on this Note shall be payable on the first business day of each month,
commencing July 1, 2002. 


        (c)    Default Interest.    From and after the maturity date of this Note, or such earlier date as all principal owing
hereunder becomes due and payable by acceleration or otherwise, the outstanding principal balance of this Note shall bear interest until paid in full at an increased rate per annum (computed on the
basis of a 360-day year, actual days elapsed) equal to four percent (4%) above the rate of interest from time to time applicable to this Note. 


REPAYMENT
AND PREPAYMENT: 


        (a)    Repayment.    On each date set forth below (or, if any such day is not a business day, then on the next
business day thereafter), Borrower shall make a principal payment hereunder in the amount set forth opposite such date: 



	Date
 
	 	Amount

	July 15, 2002	 	$	500,000
	August 15, 2002	 	$	500,000
	September 15, 2002	 	$	500,000
	October 15, 2002	 	$	500,000
	November 15, 2002	 	$	750,000
	December 15, 2002	 	$	750,000
	January 15, 2003	 	$	1,000,000
	February 15, 2003	 	$	1,500,000
	March 15, 2003	 	$	1,500,000






        On
April 15, 2003, Borrower shall pay all remaining unpaid principal and all accrued and unpaid interest. 


        (b)    Mandatory Prepayments.    Under certain circumstances, Borrower is required to make a mandatory prepayment
under this Note. Reference is made to the Credit Agreement (as defined below) for a complete statement of Borrower's obligations to make prepayments hereunder. 



        (c)    Application of Payments.    Each payment made on this Note shall be credited first, to any interest then due
and second, to the outstanding principal balance hereof. 


1





 



        (d)    Prepayment.    Borrower may prepay principal on this Note at any time, in any amount and without penalty. 



EVENTS
OF DEFAULT: 


        This
Note is made pursuant to and is subject to the terms and conditions of the Credit Agreement. Any default in the payment or performance of any obligation under this Note, or any
defined event of default under the Credit Agreement, shall constitute an "Event of Default" under this Note. 


MISCELLANEOUS:



        (a)    Remedies.    Upon the occurrence of any Event of Default, the holder of this Note, at the holder's option, may
declare all sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of
dishonor, all of which are expressly waived by Borrower. Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including
reasonable attorneys' fees (to include outside counsel fees and all allocated costs of the holder's in-house counsel), expended or incurred by the holder in connection with the enforcement
of the holder's rights and/or the collection of any amounts which become due to the holder under this Note, and the prosecution or defense of any action in any way related to this Note, including
without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in
connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other
person or entity. 


        (b)    Obligations Joint and Several.    Should more than one person or entity sign this Note as a Borrower, the
obligations of each such Borrower shall be joint and several. 


        (c)    Governing Law.    This Note shall be governed by and construed in accordance with the laws of the State of
California. 


        (d)    Superseded Note.    This Note replaces and supersedes in its entirety that certain Term Note executed by
Borrower in favor of Bank dated April 30, 2002 in the original principal amount of $9,000,000.00. 


        IN
WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above. 



	 	 	MOTORCAR PARTS & ACCESSORIES, INC.
	

 	
 	

 	

 
	 	 	By:	 
	 	 	 	

	 	 	Name:	Anthony P. Souza
	 	 	Title:	President and Chief Executive Officer
	

 	
 	

 	

 
	 	 	By:	 
	 	 	 	

	 	 	Name:	Charles W. Yeagley
	 	 	Title:	Chief Financial Officer




2









QuickLinks



Exhibit 10.36


TERM NOTE