Attached files
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8-K - FORM 8-K - MOTORCAR PARTS AMERICA INC | v58091e8vk.htm |
Exhibit 10.1
THIRD AMENDMENT
TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS THIRD AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (Third Amendment), dated as
of December 6, 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, (ii) that certain consent letter dated October 26, 2010 and
(iii) that certain Second Amendment dated as of November 3, 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, Administrative Agent and Lenders desire to amend the definition of LIBOR
Lending Rate appearing in Section 1.1 of the Agreement in order to eliminate the interest rate
floor with respect to the Term Loans, subject, however, to the terms and conditions of this Third
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 LIBOR Lending Rate appearing in Section
1.1 of the Agreement is hereby amended to read in full as follows:
LIBOR Lending Rate means, with respect to a LIBOR Lending Rate Portion, the rate per annum
(rounded upwards if necessary to the nearest whole one-eighth of one percent (0.125%) determined as
the sum of: (i) the quotient of: (a) Base LIBOR for the relevant Interest Period of such LIBOR
Lending Rate Portion; divided by (b) the number equal to one hundred percent (100%) minus the LIBOR
Reserve Percentage with respect to such Interest Period; plus (ii) the Applicable LIBOR Lending
Rate Margin. The LIBOR Lending Rate shall be adjusted automatically on the effective date of any
change in the LIBOR Reserve Percentage, such adjustment to affect any LIBOR Lending Rate Portion
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outstanding on such effective date to the extent such change is applied retroactively to
eurocurrency funding of a member bank in the Federal Reserve System. Each determination of a LIBOR
Lending Rate by Administrative Agent, including, but not limited to, any determination as to the
applicability or allocability of reserves to eurocurrency liabilities or as to the amount of such
reserves, shall be conclusive and final in the absence of manifest error.
4. Effectiveness Of This Third Amendment. This Third 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 Third Amendment, duly executed by Borrower; and
(b) Such other documents, instruments or agreements as Administrative Agent may reasonably
deem necessary in order to effect fully this Third 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 Third 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 Third 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 Third Amendment are within Borrowers
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 Third 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 Third 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.
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8. Counterparts. This Third 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 Third Amendment as of the date and
year first above written.
MOTORCAR PARTS OF AMERICA, INC., as Borrower |
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By: | /s/ Selwyn Joffe | |||
Selwyn Joffe | ||||
Chief Executive Officer | ||||
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UNION BANK, N.A., in its capacity as Administrative Agent and as a Lender |
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By: | /s/ Cary L. Moore | |||
Cary L. Moore | ||||
Senior Vice President | ||||
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BRANCH BANKING & TRUST COMPANY, in its capacity as a Lender |
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By: | /s/ Kenneth M. Blackwell | |||
Kenneth M. Blackwell | ||||
Senior Vice President | ||||
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