-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UdUtE7kIpFwLPffvX9qiPtzjGtUigGGLUFP8nQruQCUCS13wwP7zYqaPUKaYJPwf z7ByiI+Sc4JYKmYqyH5hsQ== 0000950124-07-001840.txt : 20070329 0000950124-07-001840.hdr.sgml : 20070329 20070329172553 ACCESSION NUMBER: 0000950124-07-001840 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20070323 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070329 DATE AS OF CHANGE: 20070329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOTORCAR PARTS AMERICA INC CENTRAL INDEX KEY: 0000918251 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 112153962 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23538 FILM NUMBER: 07728617 BUSINESS ADDRESS: STREET 1: 2929 CALIFORNIA STREET CITY: TORRANCE STATE: CA ZIP: 90503 BUSINESS PHONE: 3109724057 MAIL ADDRESS: STREET 1: 2929 CALIFORNIA STREET CITY: TORRANCE STATE: CA ZIP: 90503 FORMER COMPANY: FORMER CONFORMED NAME: MOTORCAR PARTS & ACCESSORIES INC DATE OF NAME CHANGE: 19940128 8-K 1 v28695e8vk.htm FORM 8-K e8vk
 

 
 
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): March 23, 2007
Motorcar Parts of America, Inc.
 
(Exact name of registrant as specified in its charter)
         
New York   0-23538   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) 972-4005
     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))
 
 

 


 

Item 1.01. Entry into a Material Definitive Agreement.
     On March 23, 2007, the registrant entered into an amendment to its credit agreement with Union Bank of California, N.A. Under the terms of the amendment, the bank increased the registrant’s credit availability under the registrant’s existing $35,000,000 line of credit by $5,000,000. The amounts utilized under this increased availability bear interest at the bank’s prime rate and are due on June 15, 2007. In connection with this amendment, the registrant agreed to provide the bank with monthly financial statements, monthly aged reports of accounts receivable and accounts payable and monthly inventory reports. The registrant also agreed to allow the bank, at its request, to inspect the registrant’s assets, properties and records and conduct on-site appraisals of the registrant’s inventory. A copy of the amendment, the side letter agreement and the related non-revolving note are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and incorporated herein by reference. The registrant will need to secure additional financing to repay the short-term loan and is actively exploring financing alternatives with third parties.
Item 8.01 Other Events.
     On March 29th, 2007, the registrant issued a press release announcing the amendment to its credit agreement discussed in Item 1.01 above. A copy of this press release is attached hereto as Exhibit 99.4 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
     (c)  Exhibits
            99.1    Sixth Amendment to Credit Agreement dated as of March 21, 2007 between Motorcar Parts of America, Inc. and Union Bank of California, N.A.
            99.2    Side Letter Regarding Credit Agreement dated as of March 21, 2007 between Motorcar Parts of America, Inc. and Union Bank of California, N.A.
            99.3    Non-revolving Note dated as of March 21, 2007 executed by Motorcar Parts of America, Inc. in favor of Union Bank of California, N.A.
            99.4    Press release dated March 29, 2007.

 


 

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: March 29, 2007  /s/ Mervyn McCulloch    
  Mervyn McCulloch   
  Chief Financial Officer   
 

 

EX-99.1 2 v28695exv99w1.htm EXHIBIT 99.1 exv99w1
 

Exhibit 99.1
SIXTH AMENDMENT
TO CREDIT AGREEMENT
     THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (“Sixth Amendment”), dated as of March 21, 2007, is made and entered into by and between MOTORCAR PARTS OF AMERICA, INC., a New York corporation (“Borrower”), and UNION BANK OF CALIFORNIA, N.A., a national banking association (“Bank”).
RECITALS:
     A. Borrower and Bank are parties to that certain Credit Agreement dated as of May 28, 2004, as amended by (i) that certain First Amendment dated as of November 8, 2005, (ii) that certain Second Amendment dated as of April 5, 2006, (iii) that certain Third Amendment dated as of April 10, 2006, (iv) that certain Fourth Amendment dated as of August 8, 2006 and (v) that certain Fifth Amendment dated as of November 10, 2006 (as so amended, the “Agreement”), pursuant to which Bank agreed to make (x) a Revolving Credit Commitment available to Borrower in the aggregate outstanding principal amount not to exceed Thirty-Five Million Dollars ($35,000,000), and (y) a Letter of Credit Sublimit of the Revolving Credit Commitment available to Borrower in the amount of Seven Million Dollars ($7,000,000), all as more specifically provided for in the Agreement.
     B. Borrower has requested that Bank make a non-revolving loan to Borrower in the aggregate principal amount not to exceed Five Million Dollars ($5,000,000), which would be available to Borrower in one or more advances. The proceeds of each advance under the non-revolving loan would be used only for the general working capital and corporate purposes of Borrower or any of its Subsidiaries. The aggregate outstanding principal amount of the non-revolving loan, together with accrued interest thereon, would be payable in full on the earlier to occur of (i) the date on which Borrower consummates a refinancing arrangement with another bank or financial institution for its outstanding obligations under the non-revolving loan and (ii) June 15, 2007. Bank is willing to make such non-revolving loan to Borrower, subject, however, to the terms and conditions of this Sixth Amendment.
AGREEMENT:
     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 shall have the meanings assigned thereto in the Agreement.

1


 

2. Amendments to the Agreement.
     (a) The definition of “Bank Expenses” appearing in Section 1 of the Agreement is hereby amended by substituting the phrase “applicable Note” for the term “Revolving Note” in the last line thereof.
     (b) The definitions of “Loan Documents” and “Loan Document” appearing in Section 1 of the Agreement are hereby amended to read in full as follows:
          “‘Loan Documents’ and ‘Loan Document’ shall mean, respectively, (a) this Agreement, the Notes, the Security Agreement, the Intercreditor Agreement, the Alternative Dispute Resolution Agreement, the Letter of Credit Agreements, the Consent Agreements and all other documents, instruments and agreements, and all related riders, exhibits, resolutions, authorizations, financing statements and certificates delivered to Bank in connection with this Agreement, and (b) any one of such Loan Documents.”
     (c) Section 1 of the Agreement is hereby further amended by adding the following new definitions of “Loans” and “Loan”, “Nonrevolving Credit Commitment”, “Nonrevolving Credit Commitment Termination Date”, “Nonrevolving Loans” and “Nonrevolving Loan”, “Nonrevolving Note”, “Notes” and “Note” and “Sixth Amendment” thereto in the appropriate alphabetical order, which shall read in full as follows:
          “‘Loans’ and ‘Loan’ shall mean, respectively, (a) the Revolving Loans and the Nonrevolving Loans, and (b) any one of such Loans.”
          “‘Nonrevolving Credit Commitment’ shall have the meaning assigned to that term in Section 2.2A hereof.
          “‘Nonrevolving Credit Commitment Termination Date’ shall mean the earlier to occur of (a) the date on which Borrower consummates a refinancing arrangement with another bank or financial institution for its outstanding obligations under the non-revolving loan and (ii) June 15, 2007.
          “’Nonrevolving Loans’ and ‘Nonrevolving Loan’ shall have the meanings assigned to such terms in Section 2.2A hereof.
          “‘Nonrevolving Note’ shall have the meaning assigned to such term in Section 2.2A hereof.
          “‘Notes’ and ‘Note’ shall mean, respectively, (a) the Revolving Note and the Nonrevolving Note and (b) either of such Notes.”
          “‘Sixth Amendment’ shall mean that certain Sixth Amendment to this Agreement, dated as of March 21, 2007, by and between Borrower and Bank.

2


 

     (d) Section 2 of the Agreement is hereby amended by adding a new Section 2.2A thereto, which shall read in full as follows:
          “2.2A Nonrevolving Credit Commitment. Subject to the terms and conditions of this Agreement, from the effective date of the Sixth Amendment to this Agreement to but excluding the Nonrevolving Credit Commitment Termination Date, provided that no Event of Default then has occurred and is continuing, Bank will make one or more nonrevolving loans (collectively, the ‘Nonrevolving Loans’ and individually, a ‘Nonrevolving Loan’) to Borrower as Borrower may request from time to time; provided, however, that the aggregate principal amount of all such Nonrevolving Loans shall not exceed Five Million Dollars ($5,000,000) (the ‘Nonrevolving Credit Commitment’). Each Nonrevolving Loan requested and made hereunder shall be in a principal amount of not less than Two Hundred Fifty Thousand Dollars ($250,000). Within the limits of time and amount set forth in this Section 2.2A, Borrower may borrow and repay, but once repaid may not reborrow, Nonrevolving Loans under the Nonrevolving Credit Commitment. All Nonrevolving Loans shall be requested before the Nonrevolving Credit Commitment Termination Date, on which date all outstanding principal of and accrued but unpaid interest on all Nonrevolving Loans shall be due and payable. Borrower’s obligation to repay the outstanding principal amount of all Nonrevolving Loans, together with accrued but unpaid interest thereon, shall be evidenced by a promissory note issued by Borrower in favor of Bank (the ‘Nonrevolving Note’) on the standard form used by Bank to evidence its commercial loans. Bank shall enter the amount of each Nonrevolving Loan, and any payments thereof, in its books and records, and such entries shall be prima facie evidence of the principal amount outstanding under the Nonrevolving Credit Commitment. The failure of Bank to make any notation in its books and records shall not discharge Borrower of its obligation to repay in full with interest all amounts borrowed hereunder. The proceeds of the Nonrevolving Loans shall be disbursed pursuant to an Authorization to Disburse, on Bank’s standard form therefor, executed and delivered by Borrower to Bank, and used by Borrower only for the purpose set forth in Section 2.3(c) hereinbelow.”
     (e) Section 2.3 of the Agreement is hereby amended to read in full as follows:
          “2.3 Purposes of the Loans and Letters of Credit.
               “(a) The proceeds of each Revolving Loan made by Bank to Borrower under the Revolving Credit Commitment shall be used only for the general working capital and corporate purposes of Borrower.
               “(b) Each Letter of Credit to be issued by Bank on the account of Borrower shall be issued only for a permitted purpose as set forth in Section 2.2(b) hereinabove.
               “(c) The proceeds of each Nonrevolving Loan made by Bank to Borrower under the Nonrevolving Credit Commitment shall be used only for the general working capital and corporate purposes of Borrower or any of its Subsidiaries.”

3


 

     (f) Section 2.4 of the Agreement is hereby amended to read in full as follows:
          “2.4 Interest.
               “(a) Each Loan shall bear interest at the rate or rates provided for in the corresponding Note and selected by Borrower.
               “(b) Interest on the Loans shall be computed on the basis of the actual number of days during which the principal is outstanding thereunder divided by 360, which shall, for the purposes of computing interest, be considered one (1) year.
               “(c) Interest shall be payable on the outstanding principal amount of each Loan as set forth in the corresponding Note in accordance with Section 2.8 hereof.
               “(d) There shall be no more than four (4) Revolving Loans bearing interest at a rate based upon the Base Interest Rate (as such term is defined in the Revolving Note) outstanding at any one time under the Revolving Note.”
     (g) Section 2 of the Agreement is hereby further amended by adding a new Section 2.5A thereto, which shall read in full as follows:
          “2.5A Mandatory Prepayment Of Nonrevolving Note. Notwithstanding the maturity date set forth in the Nonrevolving Note, the principal Indebtedness evidenced by the Nonrevolving Note shall be paid or prepaid in full, without penalty or premium in accordance with the terms of the Nonrevolving Note, on the Nonrevolving Credit Commitment Termination Date. No prepayment fee shall be payable by Borrower in connection with the payment or prepayment of the Nonrevolving Note.”
     (h) Section 2.6 of the Agreement is hereby amended by substituting the term “Loan” for the term “Revolving Loan” appearing in the second line thereof.
     (i) Section 2.8 of the Agreement is hereby amended by substituting the term “Loans” for the term “Revolving Loans” appearing in the third line thereof.
     (j) Section 3.2 of the Agreement is hereby amended by substituting the term “Loans” for the term “Revolving Loans” appearing in the second line thereof.
3. Effectiveness of this Sixth Amendment. This Sixth 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:
     (a) A counterpart of this Sixth Amendment, duly executed by Borrower;
     (b) A Nonrevolving Note, on Bank’s standard form, duly executed by Borrower;

4


 

     (c) An Authorization to Disburse, on Bank’s standard form, duly executed by Borrower, authorizing Bank to disburse the proceeds of advances under the Nonrevolving Credit Commitment as provided for in the Agreement, as amended by this Sixth Amendment;
     (d) An amendment fee in the sum of Thirty Thousand Dollars ($30,000) in connection with the amendments to the Agreement provided for herein, which amendment fee shall be nonrefundable;
     (e) A legal documentation fee in the sum of One Thousand Dollars ($1,000), which legal documentation fee shall be nonrefundable; and
     (f) Such other documents, instruments or agreements as Bank may reasonably deem necessary in order to effect fully the purposes of this Sixth Amendment.
4. 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 Sixth 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 Sixth Amendment, and each reference in the Agreement to the “Notes” or “Note” shall include the Nonrevolving Note issued by Borrower to Bank pursuant to this Sixth Amendment.
5. Representations and Warranties. Borrower represents and warrants as follows:
     (a) Each of the representations and warranties contained in Section 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 Sixth Amendment and the execution and delivery of the Nonrevolving Note 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;
     (c) This Sixth Amendment is, and the Nonrevolving Note when executed and delivered for value received will be, the legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms; and
     (d) No event has occurred and is continuing or would result from this Sixth Amendment which constitutes an Event of Default under the Agreement, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

5


 

6. Governing Law. This Sixth 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.
7. Counterparts. This Sixth 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.
     WITNESS the due execution hereof as of the date first above written.
“Borrower”
             
MOTORCAR PARTS OF AMERICA, INC.    
 
           
By:
  /s/   Selwyn H. Joffe    
           
 
      Selwyn H. Joffe    
 
      Chairman, President and    
 
      Chief Executive Officer    
 
           
“Bank”
       
 
           
UNION BANK OF CALIFORNIA, N.A.    
 
           
By:
  /s/   Robert W. Tietjen    
           
 
      Robert W. Tietjen    
 
      Vice President    

6

EX-99.2 3 v28695exv99w2.htm EXHIBIT 99.2 exv99w2
 

Exhibit 99.2
March 21, 2007
Motorcar Parts of America, Inc.
2929 California Street
Torrance, California 90503
Attention: Mervyn McCulloch
                  Chief Financial Officer
Re:  Side Letter Regarding Credit Agreement
Dear Mervyn:
          Reference is hereby made to that certain Credit Agreement dated as of May 28, 2004, by and between Motorcar Parts of America, Inc., a New York corporation (“Borrower”), and Union Bank of California, N.A., a national banking association (“Bank”), as amended by (i) that certain First Amendment dated as of November 8, 2005, (ii) that certain Second Amendment dated as of April 5, 2006, (iii) that certain Third Amendment dated as of April 10, 2006, (iv) that certain Fourth Amendment dated as of August 8, 2006, (v) that certain Fifth Amendment dated as of November 10, 2006 and (vi) that certain Sixth Amendment dated as of March 21, 2007 (as so amended, the “Agreement”), pursuant to which Bank agreed to make (x) a Revolving Credit Commitment available to Borrower, providing for Revolving Loans by Bank to Borrower in the aggregate outstanding principal amount not to exceed Thirty-Five Million Dollars ($35,000,000) at any one time, (y) a Letter of Credit Sublimit of the Revolving Credit Commitment available to Borrower in the amount of Seven Million Dollars ($7,000,000) and (z) a Nonrevolving Credit Commitment available to Borrower, providing for Nonrevolving Loans by Bank to Borrower in the aggregate principal amount not to exceed Five Million Dollars ($5,000,000), all as more specifically provided for in the Agreement. Initially capitalized terms used in this side letter which are not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
          Pursuant to Section 6.4(g) of the Agreement, Borrower agreed to furnish or cause to be furnished to Bank, in addition to the Financial Statements, certificates, reports and plans provided for elsewhere in Section 6.4 of the Agreement, such other financial statements and information concerning Borrower or any of its Subsidiaries as Bank may reasonably request from time to time. Therefore, in accordance with Section 6.4(g) of the Agreement, Bank hereby requests that Borrower furnish or cause to be furnished the following financial statements and information concerning Borrower and its Subsidiaries to Bank:
     (a) Monthly Financial Statements. Within thirty (30) days after the close of each fiscal month of Borrower and its Subsidiaries, commencing with the fiscal month ending

 


 

Motorcar Parts of America, Inc.
March 21, 2007
Page 2
March 31, 2007, a copy of the unaudited consolidated Financial Statement of Borrower and its Subsidiaries as of the close of such fiscal month, prepared by Borrower in accordance with GAAP (except that such unaudited consolidated Financial Statements need not include footnotes and other informational disclosures);
     (b) Monthly Accounts Receivable and Accounts Payable Agings; Monthly Inventory Report. Within thirty (30) days after the close of each fiscal month of Borrower and its Subsidiaries, commencing with the fiscal month ending March 31, 2007, copies of the accounts receivable agings and accounts payable agings of Borrower and its Subsidiaries for such fiscal month, in form required by Bank, and a report, by location, of the inventory of Borrower and its Subsidiaries; and
     (c) Books And Records; Appraisals. Upon reasonable advance notice and at Borrower’s expense, permit Bank or its employees or agents to inspect the assets and properties of Borrower and its Subsidiaries, to examine or audit the books, accounts and records of Borrower and its Subsidiaries, and to make copies and memoranda thereof; and upon reasonable advance notice and at Borrower’s expense, permit Bank or its employees or agents to conduct on-site appraisals of the inventory of Borrower and its Subsidiaries.
     The failure of Borrower to comply with any of the foregoing financial reporting covenants shall constitute an Event of Default under the Agreement, and entitle Bank to exercise any and all of its rights and remedies under Section 8.2 thereof.
     If Borrower is in agreement with the foregoing, please sign and date the enclosed counterpart of this side letter and return same to the undersigned as soon as possible. This side letter may be executed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one and the same agreement. This side letter shall be governed by and construed in accordance with the laws of the State of California.
     
 
  Very truly yours,
 
   
 
  UNION BANK OF CALIFORNIA, N.A.
 
   
 
  /s/ Robert W. Tietjen
Robert W. Tietjen
 
  Vice President

 


 

Motorcar Parts of America, Inc.
March 21, 2007
Page 3
Acknowledged and Agreed
this 21st day of March, 2007:
             
MOTORCAR PARTS OF AMERICA, INC.    
 
           
By:
  /s/   Selwyn H. Joffe    
           
 
      Selwyn H. Joffe    
 
      Chairman, President and    
 
      Chief Executive Officer    

 

EX-99.3 4 v28695exv99w3.htm EXHIBIT 99.3 exv99w3
 

Exhibit 99.3
     
(UNION BANK OF CALIFORNIA LOGO)
COMMERCIAL PROMISSORY NOTE  
                             
Debtor Name
                           
Motorcar Parts of America, Inc., a New York corporation          
 
                           
Debtor Address   Office   Loan Number
2929 California Avenue   30361   639-182-630-8
Torrance, CA 90503
  Maturity Date              Amount        
 
  June 15, 2007              $  5,000,000.00          
     
$5,000,000,00
  Date March 21, 2007
FOR VALUE RECEIVED, on June 15, 2007 the undersigned (“Debtor”) promises to pay to the order of UNION BANK OF CALIFORNIA, N.A. (“Bank”), as indicated below, the principal sum of Five Million and 00/100ths Dollars ($5,000,000,00 ), or so much thereof as is disbursed, together with interest on the balance of such principal sum from time to time outstanding, at a per annum rate equal to the Reference Rate, such per annum rate to change as and when the Reference Rate shall change. As used herein, the term “Reference Rate” shall mean the rate announced by Bank from time to time at its corporate headquarters as its Reference Rate. The Reference Rate is an index rate determined by Bank from time to time as a means of pricing certain extensions of credit and is neither directly tied to any external rate of interest or index nor necessarily the lowest rate of interest charged by Bank at any given time. This Commercial Promissory Note is the Nonrevolving Note referred to in the Credit Agreement dated as of May 28, 2004, by and between Debtor and Bank, as amended and as at any time further amended, supplemented or otherwise modified or restated.
1. INTEREST PAYMENTS. Debtor shall pay interest on the 15th day of each month commencing April 15, 2007. Should interest not be so paid, it shall become a part of the principal and thereafter 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.
Debtor shall pay all amounts due under this note in lawful money of the United States at Bank’s P.O. Box 30115, Los Angeles,
CA 90030-0115
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, Debtor 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 interest rate specified in the initial paragraph of this note, calculated from the date of default until all amounts payable under this note are paid in full.
4. DEFAULT AND ACCELERATION OF TIME FOR PAYMENT. Default shall mean the occurrence of an Event of Default under and as defined in the Credit Agreement. Upon the
Page 1

 


 

occurrence of any such Event of Default, Bank, in its discretion, may cease to advance funds hereunder and may declare all obligations under this note immediately due and payable; provided, however, that upon the occurrence of an Event of Default under Section 8.1(d), (e) or (f) of the Credit Agreement, all outstanding principal and accrued but unpaid interest hereunder shall automatically become immediately due and payable.
5. ADDITIONAL AGREEMENTS OF DEBTOR. Debtor promises to pay all costs and expenses, including reasonable attorneys fees (including the allocated costs of Bank’s in-house counsel and legal staff) incurred by Bank in the negotiation, documentation, and modification of this note and all related documents and in the collection or enforcement of any amount outstanding hereunder. Debtor and any endorsers of this note for the maximum period of time and the full extent permitted by law (a) waive diligence, presentment, demand, notice of nonpayment, protest, notice of protest, and notice of every kind; (b) waive the right to assert the defense of any statute of limitations to any debt or obligation hereunder; and (c) consent to renewals and extensions of time for the payment of any amounts due under this note. If this note is signed by more than one party, the term “Debtor” includes each of the undersigned and any successors in interest thereof, all of whose liability shall be joint and several. Any married person who signs this note agrees that recourse may be had against the separate property of that person for any obligations hereunder. The receipt of any check or other item of payment by Bank, at its option, shall not be considered a payment on account until such check or other item of payment is honored when presented for payment at the drawee bank. Bank may delay the credit of such payment based upon Bank’s schedule of funds availability, and interest under this note shall accrue until the funds are deemed collected. In any action brought under or arising out of this note, Debtor and any Obligor, including their successors and assigns, hereby consent to the jurisdiction of any competent court within the state of California, as provided in any alternative dispute resolution agreement executed between Debtor and Bank, and consent to service of process by any means authorized by said state’s law. The term “Bank” includes, without limitation, any holder of this note. This note shall be construed in accordance with and governed by the laws of the state of California. This note hereby incorporates any alternative dispute resolution agreement previously, concurrently or hereafter executed between Debtor and Bank.
DEBTOR:
Motorcar Parts of America, Inc., a New York corporation
     
By:
/s/  Selwyn H. Joffe
     
Title:
  CEO
 
     
Page 2

 

EX-99.4 5 v28695exv99w4.htm EXHIBIT 99.4 exv99w4
 

Exhibit 99.4
     
(MPA LOGO)   2929 California Street
Torrance, California 90503
Tel. 310.212.7910
Fax. 310.212.6315
800.890.9988
www.motorcarparts.com
 
FOR IMMEDIATE RELEASE
 
Motorcar Parts of America, Inc. Announces Increased Short-
Term Credit Availability to Address Liquidity Shortfall
LOS ANGELES, CA., March 29, 2007 — Motorcar Parts of America, Inc. (“MPA”) (OTC: MPAA.PK), a leading provider of remanufactured alternators and starters for the automotive aftermarket, announced today that Union Bank of California, N.A. has increased MPA’s credit availability under its existing $35 million line of credit with the bank by $5 million. This increase is being made on a non-revolving basis, and any amounts utilized under this increased availability are due on June 15, 2007.
“As a result of a number of factors, including new business we have received, buybacks of cores from our customers, marketing allowances we have provided customers to obtain new business and the build-out and expansion of our Mexico facility, our working capital position has been under significant strain. We are pursuing additional capital to meet our continuing liquidity needs. While this short-term increase in available credit does not provide us with the capital we believe we will need after June 15, 2007 to meet our working capital needs, it provides us additional time to rebuild our cash position,” said Selwyn Joffe, Chairman, President and CEO of MPA. Mr. Joffe added “we are taking appropriate steps to obtain the cash necessary to repay the amounts owed under this short-term credit increase when due, to meet our other ongoing obligations and to meet our future needs.” There is no assurance that MPA will be successful in this regard, and management cannot predict what steps the bank will take if MPA is unable to repay these amounts when due.
About MPA
Motorcar Parts of America, Inc. is a leading remanufacturer of replacement alternators and starters for imported and domestic cars and light trucks in the United States and Canada. MPA has facilities in the United States in Torrance, California, and Nashville, Tennessee, as well as in Mexico, Singapore and Malaysia. MPA’s websites are located at www.motorcarparts.com and www.quality-built.com.
Disclosure Regarding Private Securities Litigation Reform Act of 1995
This press-release contains certain forward-looking statements with respect to our future performance that involve risks and uncertainties. Various factors could cause actual results to differ materially from those projected in such statements. These factors include, but are not limited to: concentration of sales to certain customers, changes in our relationship with any of our customers, including the increasing customer pressure for lower prices and more favorable payment and other terms, the increasing strain on our cash position, including the significant strain on working capital associated with large core inventory purchases from customers of the type we have increasingly made, our ability to obtain any additional financing we may seek or require, our ability to achieve positive cash flows from operations, potential future changes in our previously reported results as a result of the identification and correction of errors in our accounting policies or procedures or the Securities and Exchange Commission’s review of our previously filed public reports, lower revenues than anticipated from new and

 


 

existing contracts, our failure to meet the financial covenants or the other obligations set forth in our bank credit agreement and the bank’s refusal to waive any such defaults, any meaningful difference between projected production needs and ultimate sales to our customers, increases in interest rates, changes in the financial condition of any of our major customers, the impact of high gasoline prices, the potential for changes in consumer spending, consumer preferences and general economic conditions, increased competition in the automotive parts industry, difficulty in obtaining component parts or increases in the costs of those parts, political or economic instability in any of the foreign countries where we conduct operations, unforeseen increases in operating costs and other factors discussed herein and in our other filings with the Securities and Exchange Commission.
     
For more information, contact:    
     
Crocker Coulson
President
CCG Investor Relations
(310) 231-8600 ext. 103
crocker.coulson@ccgir.com
or
Elaine Ketchmere, VP Financial Writing
elaine.ketchmere@ccgir.com
(310) 231-8600 ext. 119
  Selwyn Joffe
Chairman, President & CEO
Motorcar Parts of America, Inc.
(310) 972-4005
###

 

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