exv10w1






Exhibit 10.1




FIRST AMENDMENT

TO REVOLVING CREDIT AND TERM LOAN AGREEMENT




     THIS FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (“First Amendment”), dated as
of May 12, 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 (the “Agreement”), pursuant to which each
Lender severally agreed to extend credit to Borrower in the amounts provided for therein.



     B. Borrower, Administrative Agent and Lenders desire to increase the Reserve Amount (as such
term is defined in Section 1.1 of the Agreement) from Seven Million Five Hundred Thousand Dollars
($7,500,000) to Ten Million Dollars ($10,000,000), subject, however, to the terms and conditions of
this First 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. Amendment To The Agreement. The definition of “Reserve Amount” appearing in Section 1.1
of the Agreement is hereby amended to read in full as follows:




          “‘Reserve Amount’ means the amount of the Reserve, which shall be Ten Million Dollars
($10,000,000).”


3. Effectiveness Of This First Amendment. This First 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 First Amendment, duly executed by Borrower;



 









 








     (b) An amendment fee, for the ratable account of the Lenders, in the sum of Fifteen Thousand
Dollars ($15,000), which amendment fee shall be non-refundable;



     (c) A legal documentation fee, for the sole account of the Administrative Agent, in the sum of
Six Hundred Dollars ($600), which legal documentation fee shall be non-refundable; and



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


4. 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 First 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 First Amendment.


5. 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 First 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 First 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.


6. Governing Law. This First 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.



7. Counterparts. This First 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 First 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/ Rafael Vistan
 	 	 
	 	Rafael Vistan 	 	 
	 	Vice President 	 	 
	 
 
	BRANCH BANKING & TRUST COMPANY,

in its capacity as a Lender

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