REVOLVING NOTE
EXHIBIT 10.3
| $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#: 000-000-000
Account#: 77070196431
Account: Wire Transfer Clearing
Attn: Commercial Loan Operations
ABA#: 000-000-000
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 Xxxxx 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.
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| MOTORCAR PARTS OF AMERICA, INC., a New York corporation |
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| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | CEO | |||
Revolving Note-Branch Banking & Trust Company
