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Borrower’s Name: Motorcar Parts of
America, Inc.
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Office:
#30361
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Loan
Number:
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639-182-630-8
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Torrance,
California 90503
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Termination
Date:
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Amount:
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April 15,
2010
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$40,000,000
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FOR VALUE
RECEIVED , on
April 15, 2010 (the “Revolving Credit Commitment
Termination Date”), the undersigned (“Borrower”)
promises to pay to the order of UNION BANK, N.A. , a
national banking association formerly known as Union Bank of
California, N.A. (“Bank”), as indicated below, the
principal sum of Forty Million Dollars ($40,000,000), or so much
thereof as may be disbursed under the Credit Agreement (as such
term is defined hereinbelow), together with interest on the balance
of such principal from time to time outstanding, at the per annum
rate or rates and at the times set forth below. This Revolving Note
(“Note”) is the replacement Revolving Note referred to
in the Credit Agreement (as such term is defined hereinbelow) and
is governed by the terms and conditions thereof. Initially
capitalized terms used herein which are not otherwise defined
herein shall have the meanings assigned to such terms in the Credit
Agreement.
1. INTEREST
PAYMENTS . Borrower shall
pay interest on the first day of each month, commencing
February 1, 2009. Should interest not be paid when due, it
shall become part of the principal and bear interest as herein
provided. All computations of interest under this Note shall be
made on the basis of a year of 360 days, for actual days
elapsed. If any interest rate defined in this Note ceases to be
available from Bank for any reason, then said interest rate shall
be replaced by the rate then offered by Bank, which, in the sole
discretion of Bank, most closely approximates the unavailable
rate.
(a) BASE
INTEREST RATE . At Borrower’s option, amounts outstanding
hereunder in increments of at least Five Hundred Thousand Dollars
($500,000) shall bear interest at a rate, based on an index
selected by Borrower, equal to Bank’s LIBOR Rate for the
Interest Period selected by Borrower plus the Applicable
Margin.
No Base Interest
Rate may be changed, altered or otherwise modified until the
expiration of the Interest Period selected by Borrower. The
exercise of interest rate options by Borrower shall be as recorded
in Bank’s records, which records shall be prima facie
evidence of the amount borrowed under either interest rate option
and the interest rate; provided, however, that the failure of Bank
to make any such notation in its records shall not discharge
Borrower from its obligation to repay in full with interest all
amounts borrowed hereunder. In no event shall any Interest Period
extend beyond the Revolving Credit Commitment Termination
Date.
To exercise this
option, Borrower may, from time to time with respect to principal
outstanding on which the Base Interest Rate is not accruing, and on
the expiration of any Interest Period with respect to principal
outstanding on which the Base Interest Rate has been accruing,
select an index offered by Bank for a Base Interest Rate Loan and
an Interest Period by telephoning an authorized lending officer of
Bank located at the banking office identified below prior to
10:00 a.m., Pacific time, on any Business Day and advising
that lending officer of the selected index, the Interest Period and
the Origination Date selected (which Origination Date, for a Base
Interest Rate Loan based on the LIBOR Rate, shall follow the date
of such selection by no more than two (2) Business
Days).
Bank will mail a
written confirmation of the terms of the selection to Borrower
promptly after the selection is made. Failure to send such
confirmation shall not affect Bank’s rights to collect
interest at the rate selected. If, on the date of the selection,
the index is unavailable for any reason, the selection shall be
void. Bank reserves the right to fund the principal from any source
of funds, notwithstanding any Base Interest Rate selected by
Borrower.
(b) VARIABLE INTEREST RATE . All principal outstanding
hereunder which is not bearing interest at a Base Interest Rate
shall bear interest at a rate per annum equal to the Reference Rate
plus the Applicable Margin, which rate shall vary as and when the
Reference Rate or the Applicable Margin, as the case may be,
changes.
At any time prior
to the Revolving Credit Commitment Termination Date, subject to the
provisions of paragraph 4 of this Note, Borrower may borrow, repay
and reborrow hereon so long as the total outstanding at any one
time does not exceed the maximum principal amount of this Note.
Borrower shall pay all amounts due under this Note in lawful money
of the United States at Bank’s San Fernando Valley Commercial
Banking Office, or such other office as may be designated by Bank,
from time to time.
2. LATE
PAYMENTS . If any payment
required by the terms of this Note shall remain unpaid ten days
after same is due, at the option of Bank, Borrower shall pay a fee
of $100 to Bank.
3. INTEREST
RATE FOLLOWING DEFAULT .
In the event of default, at the option of Bank, and, to the extent
permitted by law, interest shall be payable on the outstanding
principal under this Note at a per annum rate equal to three
percent (3%) in excess of the applicable interest rate provided for
in paragraph 1(b) of this Note, calculated from the date of default
until all amounts payable under this Note are paid in
full.
(a)
Amounts outstanding under this Note bearing interest at a rate
based on the Reference Rate may be prepaid in whole or in part at
any time, without penalty or premium. Borrower may prepay amounts
outstanding under this Note bearing interest at the Base Interest
Rate in whole or in part, provided that Borrower has given Bank not
less than five (5) Business Days’ prior written notice
of Borrower’s intention to make such prepayment and pays to
Bank the prepayment fee due as a result. The prepayment fee shall
also be paid if Bank, for any other reason, including acceleration
or foreclosure, receives all or any portion of principal bearing
interest at the Base Interest Rate prior to its scheduled payment
date. The prepayment fee shall be an amount equal to the present
value of the product of: (i) the difference (but not less than
zero) between (a) the Base Interest Rate applicable to the
principal amount which is being prepaid and (b) the return
which Bank
could obtain if
it used the amount of such prepayment of principal to purchase at
bid price regularly quoted securities issued by the United States
having a maturity date most cl
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