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EX-10.1 - EXHIBIT 10.1 - MOTORCAR PARTS AMERICA INCex10_1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 


FORM 8-K
 


CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): December 11, 2014
 

 
 Motorcar Parts of America, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 


New York
001-33861
11-2153962
(State or Other Jurisdiction ofIncorporation or Organization)
(Commission File Number)
(I.R.S. EmployerIdentification Number)

2929 California Street, Torrance, CA
 
90503
(Address of Principal Executive Offices)
 
(Zip Code)
 
(310) 212-7910
(Registrant’s telephone number including area code)
 
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 



Item 1.01 Entry into a Material Definitive Agreement

On December 11, 2014, Motorcar Parts of America, Inc. (the “Company”) amended its Financing Agreement (as amended to date, the “Financing Agreement”) by entering into the Third Amendment to Amended and Restated Financing Agreement (the “Third Amendment”) with a syndicate of lenders party thereto, Cerberus Business Finance, LLC, as collateral agent and PNC Bank, National Association, as administrative agent.  Pursuant to the terms of the Third Amendment, (i) the definition of Consolidated EBITDA was amended to increase certain addbacks related to liquidation costs and specified inventory purchases and (ii) certain schedules to the Financing Agreement were updated.

The description of the Third Amendment contained herein is qualified in its entirety by reference to the terms of the Third Amendment, a copy of which is filed herewith as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits
 
d) Exhibits.

Exhibit
No.
 
Description
     
 
Third Amendment to Amended and Restated Financing Agreement, dated as of December 11, 2014, among Motorcar Parts of America, Inc., each lender from time to time party thereto, Cerberus Business Finance, LLC, as collateral agent, and PNC Bank, National Association, as administrative agent.
 

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
Motorcar Parts of America, Inc.
     
Date: December 11, 2014
By:
 
/s/ Michael M. Umansky
     
 Michael M. Umansky
 Vice President and General Counsel