SEVENTH AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS SEVENTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
(“Seventh Amendment”), dated as of July 31, 2009,
is made and entered into by and between MOTORCAR PARTS OF
AMERICA, INC. , a New York corporation
(“Borrower”), and UNION BANK, N.A. , a national
banking association formerly known as Union Bank of California,
N.A. (“Bank”).
A. Borrower and
Bank are parties to that certain Amended and Restated Credit
Agreement dated as of October 24, 2007, as amended by
(i) that certain First Amendment dated as of January 14,
2008, (ii) that certain Second Amendment dated as of May 13,
2008, (iii) that certain Third Amendment dated as of
August 19, 2008, (iv) that certain Fourth Amendment dated
as of January 30, 2009, (v) that certain Fifth Amendment
dated as of April 6, 2009 and (vi) that certain Sixth
Amendment and Waiver dated as of June 8, 2009 (as so amended,
the “Agreement”), pursuant to which Bank agreed to make
various credit facilities available to Borrower in the respective
amounts provided for therein.
B. Borrower has
requested that Bank agree to extend the Revolving Credit Commitment
Termination Date from April 15, 2010 to July 13, 2010.
Bank is willing to so extend the Revolving Credit Commitment
Termination Date, subject, however, to the terms and conditions of
this Seventh Amendment.
In consideration
of the above recitals and of the mutual covenants and conditions
contained herein, Borrower and Bank agree as follows:
1.
Defined Terms . Initially capitalized terms used
herein which are not otherwise defined herein shall have the
meanings assigned thereto in the Agreement.
2.
Amendment to the Agreement . The definition of
“ Revolving Credit Commitment Termination Date
” appearing in Section 1 of the Agreement is hereby
amended by substituting the date “July 13, 2010”
for the date “April 15, 2010” appearing
therein.
3.
Effectiveness of this Seventh Amendment. This Seventh
Amendment shall become effective as of the date hereof when, and
only when, Bank shall have received all of the following, in form
and substance satisfactory to Bank:
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