8-K

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): April 4, 2011

Motorcar Parts of America, Inc.

(Exact name of registrant as specified in its charter)

New York	001-33861	11-2153962
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2929 California Street, Torrance CA	90503
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (310) 212-7910

     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:

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

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

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

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

TABLE OF CONTENTS

EX-10.1

EX-10.2

EX-10.3

EX-99.1

Item 1.01. Entry into a Material Definitive Agreement.

On April 4, 2011, Motorcar Parts of America, Inc. (the “Registrant”) entered into a Fourth Amendment (the “Fourth Amendment”), dated as of March 31, 2011, to its Revolving Credit and Term Loan Agreement (as amended, the “Credit Agreement”), with Union Bank, N.A., as administrative agent and lender (“Union Bank”), and Branch Banking & Trust Company (together with Union Bank, the “Lenders”) and a related revolving note with each of the Lenders (the “Revolving Notes”). The Fourth Amendment, among other things, (i) increases the revolving credit commitments of the Lenders from $35,000,000 to $50,000,000 and (ii) amends the definition of permitted acquisitions under the Credit Agreement.

The Registrant issued a press release announcing the increase to its revolving credit facility on April 7, 2011.

The foregoing summaries of the Fourth Amendment and the Revolving Notes do not purport to be complete and are qualified in their entirety by the terms of the Fourth Amendment and the Revolving Notes, which are attached hereto as Exhibits 10.1, 10.2 and 10.3 and incorporated herein by reference. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

10.1	Fourth Amendment to the Revolving Credit and Term Loan Agreement, dated as of March 31, 2011, by and among Motorcar Parts of America, Inc., Union Bank, N.A., and Branch Banking & Trust Company.
10.2	Revolving Note, dated as of March 31, 2011, executed by Motorcar Parts of America, Inc. in favor of Union Bank, N.A.
10.3	Revolving Note, dated as of March 31, 2011, executed by Motorcar Parts of America, Inc. in favor of Branch Banking & Trust Company.
99.1	Press Release, dated April 7, 2011.

SIGNATURES

     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 hereunto duly authorized.

	MOTORCAR PARTS OF AMERICA, INC.
Date: April 7, 2011	/s/ Michael M. Umansky
	Michael M. Umansky
	Vice President and General Counsel

EXHIBIT INDEX

10.1	Fourth Amendment to the Revolving Credit and Term Loan Agreement, dated as of March 31, 2011, by and among Motorcar Parts of America, Inc., Union Bank, N.A., and Branch Banking & Trust Company.
10.2	Revolving Note, dated as of March 31, 2011, executed by Motorcar Parts of America, Inc. in favor of Union Bank, N.A.
10.3	Revolving Note, dated as of March 31, 2011, executed by Motorcar Parts of America, Inc. in favor of Branch Banking & Trust Company.
99.1	Press Release, dated April 7, 2011.

EX-10.1

EXHIBIT 10.1

FOURTH AMENDMENT
TO REVOLVING CREDIT AND TERM LOAN AGREEMENT

     THIS FOURTH AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (“Fourth Amendment”), dated as of March 31, 2011, 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 May 12, 2010, (ii) that certain consent letter dated October 26, 2010, (iii) that certain Second Amendment dated as of November 3, 2010 and (iv) that certain Third Amendment dated as of December 6, 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 (i) increase the Revolving Credit Commitments (as such term is defined in Section 1.1 of the Agreement) of Revolving Loan Lenders from Thirty-Five Million Dollars ($35,000,000) to Fifty Million Dollars ($50,000,000) and (ii) amend the definition of “Permitted Acquisition” appearing in Section 1.1 of the Agreement in certain respects, subject, however, to the terms and conditions of this Fourth 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 Definition Of “Permitted Acquisition”. Subparagraphs (iv) and (v) of the definition of “Permitted Acquisition” appearing in Section 1.1 of the Agreement are hereby amended to read in full as follows:

          “...(iv) the aggregate consideration paid by acquirer in connection with any such single Acquisition shall not exceed Five Hundred Thousand Dollars ($500,000); and (v) the aggregate consideration paid by acquirer in connection with all such Acquisitions made after the effective date of the Fourth Amendment to this Agreement shall not exceed One Million Dollars ($1,000,000).”

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3. Replacement Of Schedule 1.1C To The Agreement. Schedule 1.1C to the Agreement is hereby replaced with Schedule 1.1C to this Fourth Amendment. As set forth in replacement Schedule 1.1C, the Revolving Loan Lenders’ Revolving Credit Commitments are increased from Thirty-Five Million Dollars ($35,000,000) to Fifty Million Dollars ($50,000,000) and each Revolving Loan Lender’s Revolving Credit Commitment is hereby increased to the amount indicated next to such Revolving Loan Lender’s name in Schedule 1.1C under the heading “Revolving Credit Commitments.”

4. Effectiveness Of This Fourth Amendment. This Fourth 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 Fourth Amendment, duly executed by Borrower;

     (b) A replacement Revolving Note, duly executed by Borrower in favor of Union Bank;

     (c) A replacement Revolving Note, duly executed by Borrower in favor of BB&T;

     (d) A commitment fee in connection with the increase of the Revolving Credit Commitments provided for herein, in the aggregate amount of Seventy-Five Thousand Dollars ($75,000), payable to the Administrative Agent for the ratable account of the Revolving Loan Lenders, which commitment fee shall be non-refundable;

     (e) A reasonable legal documentation fee, for the sole account of the Administrative Agent, which reasonable legal documentation fee shall be non-refundable; and

     (f) Such other documents, instruments or agreements as Administrative Agent may reasonably deem necessary in order to effect fully this Fourth 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 Fourth 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 Fourth Amendment, and each reference in the Agreement to the “Revolving Notes” or words of like import referring to the Revolving Notes shall mean the replacement Revolving Notes issued by Borrower in favor of Lenders pursuant to this Fourth Amendment.

6. Representations and Warranties. Borrower represents and warrants as follows:

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     (a) Each of the representations and warranties contained in Article 5 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 Fourth Amendment and the execution and delivery of the replacement Revolving Notes are within Borrower’s 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 Fourth 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. Date Corrections.

     (a) Each reference that appears in all prior amendments to the Agreement to the First Amendment to the Agreement (or words of like import referring to the First Amendment to the Agreement) shall henceforth mean and refer to the First Amendment dated as of May 12, 2010.

     (b) Reference is hereby made to (i) that certain consent letter dated August 24, 2010, executed by Union Bank, as Administrative Agent and Lender, and by BB&T, as Lender, and acknowledged by Borrower, and (ii) that certain consent letter dated October 26, 2010, executed by Union Bank, as Administrative Agent and Lender, and by BB&T, as Lender, and acknowledged by Borrower (collectively, the “Consent Letters”). Each of the Consent Letters incorrectly states, in paragraph one thereof, that the First Amendment to the Agreement was dated as of April 2, 2010. The correct date of the First Amendment to the Agreement was as of May 12, 2010, and therefore each reference in the Consent Letters to the First Amendment to the Agreement shall henceforth mean and refer to the First Amendment dated as of May 12, 2010.

8. Governing Law. This Fourth 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.

9. Counterparts. This Fourth 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.

[SIGNATURES BEGIN ON THE FOLLOWING PAGE]

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     IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment as of the date and year first above written.

MOTORCAR PARTS OF AMERICA, INC., as Borrower
By:	/s/ Selwyn Joffe
	Selwyn Joffe
	Chief Executive Officer
UNION BANK, N.A., in its capacity as Administrative Agent and as a Lender
By:	/s/ Cary L. Moore
	Cary L. Moore
	Senior Vice President
BRANCH BANKING & TRUST COMPANY, in its capacity as a Lender
By:	/s/ Matthew Grau
	Matthew Grau
	Banking Officer

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EX-10.2

EXHIBIT 10.2

REVOLVING NOTE

$33,333,333.34 March 31, 2011

          FOR VALUE RECEIVED, the undersigned, MOTORCAR PARTS OF AMERICA, INC., a New York corporation (“Borrower”), hereby promises to pay to the order of UNION BANK, N.A., a national banking association (“Payee”), on or before the Revolving Loans Maturity Date, in lawful money of the United States of America and in immediately available funds, the principal sum of THIRTY-THREE MILLION THREE HUNDRED THIRTY-THREE THOUSAND THREE HUNDRED THIRTY-THREE AND 34/100THS DOLLARS ($33,333,333.34), or such lesser sum as shall equal the aggregate outstanding principal amount of the Revolving Loans made by Payee to Borrower pursuant to the Credit Agreement (as defined below).

          Borrower further promises to make principal reduction payments on the outstanding principal amount of this Revolving Note (this “Note”) in the amounts and on the dates specified in the Credit Agreement.

          Borrower further promises to pay interest on the outstanding principal amount of this Note at such rates of interest, including the Default Rate, if applicable, and at such dates as are specified in the Credit Agreement.

          Except as otherwise provided in the Credit Agreement, if any payment or prepayment on this Note becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

          Borrower shall make all payments due hereunder to Administrative Agent for the account of Payee in immediately available Dollars, not later than 12:00 p.m., Pacific time, on the day of payment, by wire transfer pursuant to the wire instructions set forth below or pursuant to such other wire instructions as Administrative Agent may from time to time specify by notice to Borrower:

Union Bank, N.A.
ABA#: 122-000-496
Account#: 77070196431
Account: Wire Transfer Clearing
Attn: Commercial Loan Operations

          Upon the occurrence and during the continuance of an Event of Default, this Note may, without demand, notice, or legal process of any kind, except as otherwise provided by Section 8.2 of the Credit Agreement, be declared, and upon such declaration immediately shall become, or upon certain circumstances set forth in the Credit Agreement may become without declaration, due and payable.

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          Capitalized terms or matters of construction defined or established in Article 1 of the Revolving Credit and Term Loan Agreement dated as of October 28, 2009, by and among the Lenders, Union Bank, N.A., as Administrative Agent for the Lenders, and Borrower (including all annexes, exhibits and schedules thereto, and as the same may be subsequently amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), shall be applied herein as defined or established therein. This Note is issued pursuant to the Credit Agreement, is one of the “Revolving Notes” referred to therein, and is entitled to the benefit and security of the Loan Documents provided for therein, to which a reference is hereby made for a statement of all of the terms and conditions under which the Revolving Loans are made and are to be repaid. All of the terms, covenants, and conditions of the Credit Agreement and all other instruments evidencing or securing the Obligations hereunder, including the Loan Documents, are hereby made a part of this Note and are deemed incorporated herein in full. The principal balance of the Revolving Loans owing to Payee, the rates of interest applicable thereto and the date and amount of each payment made on account of the principal thereof shall be recorded by Payee and Administrative Agent on their respective books and records; provided, that the failure by Payee or Administrative Agent to make any such recordation shall not affect the obligations of Borrower to make payment when due of any amount owing under the Loan Documents in respect of the Revolving Loans owed to Payee.

          This Note is secured by the liens and security interests granted to Administrative Agent for the benefit of Lenders and Bank Product Providers pursuant to the Loan Documents.

          Time is of the essence of this Note. To the fullest extent permitted by applicable law, Borrower waives presentment for payment, notice of dishonor, protest and notice of protest.

          THIS NOTE IS SUBJECT TO THE TERMS OF ANY ALTERNATIVE DISPUTE RESOLUTION AGREEMENT NOW OR HEREAFTER ENTERED INTO PURSUANT TO OR IN CONNECTION WITH THE CREDIT AGREEMENT.

          THIS NOTE SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD FOR PRINCIPLES OF CONFLICT OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

[remainder of page intentionally left blank]

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MOTORCAR PARTS OF AMERICA, INC., a New York corporation
By:	/s/ Selwyn Joffe
	Name:	Selwyn Joffe
	Title:	CEO

Revolving Note-Union Bank

EX-10.3

EXHIBIT 10.3

REVOLVING NOTE

$16,666,666.66 March 31, 2011

          FOR VALUE RECEIVED, the undersigned, MOTORCAR PARTS OF AMERICA, INC., a New York corporation (“Borrower”), hereby promises to pay to the order of BRANCH BANKING & TRUST COMPANY, a North Carolina banking corporation (“Payee”), on or before the Revolving Loans Maturity Date, in lawful money of the United States of America and in immediately available funds, the principal sum of SIXTEEN MILLION SIX HUNDRED SIXTY-SIX THOUSAND SIX HUNDRED SIXTY-SIX AND 66/100THS DOLLARS ($16,666,666.66), or such lesser sum as shall equal the aggregate outstanding principal amount of the Revolving Loans made by Payee to Borrower pursuant to the Credit Agreement (as defined below).

          Borrower further promises to make principal reduction payments on the outstanding principal amount of this Revolving Note (this “Note”) in the amounts and on the dates specified in the Credit Agreement.

          Borrower further promises to pay interest on the outstanding principal amount of this Note at such rates of interest, including the Default Rate, if applicable, and at such dates as are specified in the Credit Agreement.

          Except as otherwise provided in the Credit Agreement, if any payment or prepayment on this Note becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

          Borrower shall make all payments due hereunder to Administrative Agent for the account of Payee in immediately available Dollars, not later than 12:00 p.m., Pacific time, on the day of payment, by wire transfer pursuant to the wire instructions set forth below or pursuant to such other wire instructions as Administrative Agent may from time to time specify by notice to Borrower:

Union Bank, N.A.
ABA#: 122-000-496
Account#: 77070196431
Account: Wire Transfer Clearing
Attn: Commercial Loan Operations

          Upon the occurrence and during the continuance of an Event of Default, this Note may, without demand, notice, or legal process of any kind, except as otherwise provided by Section 8.2 of the Credit Agreement, be declared, and upon such declaration immediately shall become, or upon certain circumstances set forth in the Credit Agreement may become without declaration, due and payable.

          Capitalized terms or matters of construction defined or established in Article 1 of the Revolving Credit and Term Loan Agreement dated as of October 28, 2009, by and among the

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Lenders, Union Bank, N.A., as Administrative Agent for the Lenders, and Borrower (including all annexes, exhibits and schedules thereto, and as the same may be subsequently amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), shall be applied herein as defined or established therein. This Note is issued pursuant to the Credit Agreement, is one of the “Revolving Notes” referred to therein, and is entitled to the benefit and security of the Loan Documents provided for therein, to which a reference is hereby made for a statement of all of the terms and conditions under which the Revolving Loans are made and are to be repaid. All of the terms, covenants, and conditions of the Credit Agreement and all other instruments evidencing or securing the Obligations hereunder, including the Loan Documents, are hereby made a part of this Note and are deemed incorporated herein in full. The principal balance of the Revolving Loans owing to Payee, the rates of interest applicable thereto and the date and amount of each payment made on account of the principal thereof shall be recorded by Payee and Administrative Agent on their respective books and records; provided, that the failure by Payee or Administrative Agent to make any such recordation shall not affect the obligations of Borrower to make payment when due of any amount owing under the Loan Documents in respect of the Revolving Loans owed to Payee.

          This Note is secured by the liens and security interests granted to Administrative Agent for the benefit of Lenders and Bank Product Providers pursuant to the Loan Documents.

          Time is of the essence of this Note. To the fullest extent permitted by applicable law, Borrower waives presentment for payment, notice of dishonor, protest and notice of protest.

          THIS NOTE IS SUBJECT TO THE TERMS OF ANY ALTERNATIVE DISPUTE RESOLUTION AGREEMENT NOW OR HEREAFTER ENTERED INTO PURSUANT TO OR IN CONNECTION WITH THE CREDIT AGREEMENT.

          THIS NOTE SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD FOR PRINCIPLES OF CONFLICT OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

[remainder of page intentionally left blank]

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MOTORCAR PARTS OF AMERICA, INC., a New York corporation
By:	/s/ Selwyn Joffe
	Name:	Selwyn Joffe
	Title:	CEO

Revolving Note-Branch Banking & Trust Company

EX-99.1

Exhibit 99.1

NEWS RELEASE

CONTACT:	Gary S. Maier
	Maier & Company, Inc.
	(310) 442-9852

MOTORCAR PARTS OF AMERICA INCREASES CREDIT FACILITY

     LOS ANGELES, CA — April 7, 2011 — Motorcar Parts of America, Inc. (Nasdaq: MPAA) today announced an increase of $15.0 million to its existing $35.0 million revolving credit facility with Union Bank, N.A. and Branch Banking & Trust Company.

     At its March 31, 2011 fiscal year end, the company had no debt outstanding on its revolving credit facility and $7.5 million outstanding on its term loan.

     “The increased credit facility further enhances the company’s liquidity position and will provide greater financial flexibility for the completion of our anticipated acquisition of Fenwick Automotive,” said Selwyn Joffe, chairman, president and chief executive officer.

About Motorcar Parts of America

     Motorcar Parts of America, Inc. is a remanufacturer of alternators and starters for imported and domestic passenger vehicles, light trucks and heavy duty applications. Its products are sold to automotive retail outlets and the professional repair market throughout the United States and Canada. The company’s facilities are located in California, Tennessee, Mexico, Malaysia and Singapore. Additional information is available at www.motorcarparts.com.

     The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. The statements contained in this press release that are not historical facts are forward-looking statements based on the company’s current expectations and beliefs concerning future developments and their potential effects on the company. These forward-looking statements involve significant risks and uncertainties (some of which are beyond the control of the company) and are subject to change based upon various factors. Reference is also made to the Risk Factors set forth in the company’s Form 10-K Annual Report filed with the Securities and Exchange Commission (SEC) in June 2010 and in its Forms 10-Q filed with the SEC thereafter for additional risks and uncertainties facing the company. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

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Tribecca Plaza • 12233 West Olympic Boulevard Suite 258 • Los Angeles, California 90064

telephone 310.442.0852

facsmile   310.442.9855