ADDENDUM TO VENDOR AGREEMENT

 

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                                                                   EXHIBIT 10.15

 

 

 

                          ADDENDUM TO VENDOR AGREEMENT

 

This Addendum to Vendor Agreement (the "Addendum") is entered into by AutoZone

Parts, Inc. ("AutoZone") and Motorcar Parts of America, Inc. ("MPA") as of the

8th day of May, 2004, and is attached to and made a part of the Vendor Agreement

(the "Agreement") dated April 6, 2004, between AutoZone and MPA. All capitalized

terms not defined herein shall have the meanings ascribed to them in the

Agreement.

 

NOW, THEREFORE, in consideration of the premises and the mutual agreements of

the parties set forth herein, and other good and valuable consideration, the

receipt, adequacy and sufficiency of which are hereby acknowledged, the parties

hereby agree as follows:

 

1. On May 8, 2004, AutoZone will sell approximately $24,000,000 of product to

MPA, which product will immediately thereafter become POS inventory (the "New

POS Product") under the terms of the POS Addendum dated May 8, 2004, between the

parties (the "POS Addendum"). The New POS Product is identified as such in the

POS Addendum. The title to the New POS Product will transfer to MPA on May 8,

2004. The final value of the New POS Product will be mutually agreed to by the

parties no later than May 15, 2004 ("New POS Product Credit Amount").

 

2. AutoZone will take monthly credits for the New POS Product Credit Amount over

a 24 month period as follows:

 

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Date                Credit Amount           Date                 Credit Amount

----                -------------           ----                 -------------

<S>                 <C>                     <C>                  <C>

May 7, 2004         $   100,000             June 1, 2005            $1,090,000

June 1, 2004        $   200,000             July 1, 2005            $1,090,000

July 1, 2004        $   300,000             August 1, 2005          $1,090,000

August 1, 2004      $   500,000             September 1, 2005       $1,090,000

September 1, 2004   $   700,000             October 1, 2005         $1,090,000

October 1, 2004     $   800,000             November 1, 2005        $1,090,000

November 1, 2004    $   900,000             December 1, 2005        $1,090,000

December 1, 2004    $   900,000             January 1, 2006         $1,090,000

January 1, 2005     $   900,000             February 1, 2006        $1,090,000

February 1, 2005    $   900,000             March 1, 2006           $1,090,000

March 1, 2005       $   900,000             April 1, 2006           $3,910,000

April 1, 2005       $ 1,000,000

May 1, 2005         $ 1,090,000             Total                  $24,000,000

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Any adjustment necessary to reflect the actual amount of the New POS Product

Credit Amount shall be reflected in the April 1, 2006 Credit Amount. These

credits memos shall be credited against MPA invoices for purchases by AutoZone,

its subsidiaries and affiliates. These credits shall not be considered

receivables when computing the "holdback" amount for future AutoZone payments

through any Suppliers Confirmed Receivables Program. Also, there will be no

"holdbacks" for POS transactions.

 

3. MPA grants to AutoZone a first lien purchase money security interest in all

of the New POS Product and the proceeds therefrom (the "Security Interest"). The

Security Interest shall secure the payment of the New POS Product Credit Amount

by MPA. MPA hereby warrants and covenants: (a) MPA hereby authorizes (and will

execute upon request) any financing statement or other document or procure any

document in all public offices wherever filing is deemed by AutoZone to be

necessary to create, evidence, perfect and/or protect AutoZone's Security

Interest in the New POS Product, and (b) if AutoZone pays any taxes, liens, or

other encumbrances at any time levied or placed on the New POS Product or the

filing of any such financing statement, MPA agrees to reimburse AutoZone on

demand for any such payment made. AutoZone and MPA agree that the aggregate

value of New POS Product shall at all times equal or exceed the New POS Product

Credit Amount then outstanding. MPA represents and warrants that, during the

prior five (5) years, it has had offices and business operations only in the

states of New York, Tennessee, North Carolina and California.

 

4. During the term of this Addendum, AutoZone hereby appoints MPA, and MPA

hereby accepts such appointment, as the exclusive supplier for the following

starters and alternators in the indicated Distribution Centers ("DC"):

 

 

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AUTOZONE DC     ITEMS MPA WILL SUPPLY EXCLUSIVELY

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