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Exhibit 10.37    
  


 
  REDUCING REVOLVING LINE OF CREDIT NOTE    
  



	$24,750,000.00	 	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 Twenty-Four Million Seven Hundred Fifty Thousand Dollars ($24,750,000.00), or so much thereof as may be advanced and be
outstanding, with interest thereon, to be computed on each advance from the date of its disbursement 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. 


BORROWING
AND REPAYMENT: 


        (a)    Borrowing and Repayment.    Borrower may from time to time during the term of this Note borrow, partially or
wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note and of any document executed in connection with or governing this Note;  provided,
however, that the total outstanding borrowings under this Note shall not at any time exceed the principal amount stated above or the Borrowing
Base (as defined in the Credit Agreement). The unpaid principal balance of this obligation at any time shall be the total amounts advanced hereunder by the holder hereof less the amount of principal
payments made hereon by or for Borrower, which balance may be endorsed hereon from time to time by the holder. The outstanding principal balance of this Note shall be due and payable in full on
April 30, 2003. 


        (b)    Reductions in Availability.    Notwithstanding the principal amount set forth above, the maximum principal
amount available under this Note shall be reduced automatically and without further notice on the date each mandatory prepayment is due under the terms of Section 1.4 the Credit Agreement by
the amount of such mandatory prepayment. The maximum principal amount available under this Note shall not be reduced solely by reason of prepayments required under the terms of Section 1.7 of
the Credit Agreement. If the outstanding principal balance of this Note on any such date is greater than the new maximum principal amount then available hereunder, Borrower shall make a principal
reduction on this Note on such date in an amount sufficient to reduce the then outstanding principal balance hereof to an amount not greater than said new maximum principal amount. 


        (c)    Advances.    Advances hereunder, to the total amount of the principal sum stated above, may be made by the
holder at the oral or written request of (i) Anthony Souza or Charles Yeagley, any one acting alone, who are authorized to request advances and direct the disposition of any advances until
written notice of the revocation of such authority is received by the holder at the office designated above, or (ii) any person, with respect to advances deposited to the credit of any account
of Borrower with the holder, which advances, when so deposited, shall be conclusively presumed to have been made to or for the benefit of Borrower regardless of the fact that persons other than those
authorized to 


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request advances may have authority to draw against such account. The holder shall have no obligation to determine whether any person requesting an advance is or has been authorized by Borrower. 



        (d)    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. 


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, and the obligation, if any, of the holder to extend any further credit hereunder shall immediately cease and terminate. 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 Revolving Line of Credit
Note executed by Borrower in favor of Bank dated April 30, 2002 in the original principal amount of $24,750,000.00. 


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



	MOTORCAR PARTS & ACCESSORIES, INC.	 	 
	

 	

 	
 	

 
	By:	 	 	 
	 	
 Anthony P. Souza

President and Chief Executive Officer	 	 
	

 	

 	
 	

 
	By:	 	 	 
	 	
 Charles W. Yeagley

Chief Financial Officer	 	 




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Exhibit 10.37


REDUCING REVOLVING LINE OF CREDIT NOTE