THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
entered into as of February 10, 1998, by and between MOTORCAR PARTS &
ACCESSORIES, INC., a New York corporation ("Borrower"), and XXXXX FARGO BANK,
NATIONAL ASSOCIATION ("Bank").
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the terms
and conditions of that certain Credit Agreement between Borrower and Bank dated
as of June 1, 1996, as amended from time to time ("Credit Agreement").
WHEREAS, Bank and Borrower have agreed to certain changes in the
terms and conditions set forth in the Credit Agreement and have agreed to amend
the Credit Agreement to reflect said changes.
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that the
Credit Agreement shall be amended as follows:
1. Section 1.2(d) is hereby deleted in its entirety, and the
following substituted therefor:
"(d) UNUSED COMMITMENT FEE. Borrower shall pay to
Bank a fee equal to one-fifth of one percent (0.20%) per
annum (computed on the basis of a 360-day year, actual days
elapsed) on the average daily unused amount of the Line of
Credit, which fee shall be calculated on an annual basis by
Bank and shall be due and payable by Borrower in arrears
within five (5) days after each billing is sent by Bank."
2. Except as specifically provided herein, all terms and conditions
of the Credit Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the same
meaning when used in this Amendment. This Amendment and the Credit Agreement
shall be read together, as one document.
3. Buyer hereby remakes all representations and warranties contained
in the Credit Agreement and reaffirms all covenants set forth therein. Borrower
further certifies that as of the date of this Amendment there exists no Event of
Default as defined in the Credit Agreement, nor any condition, act or event
which with the giving of notice or the passage of time or both would constitute
any such Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the day and year first written above.
MOTORCAR PARTS & XXXXX FARGO BANK,
ACCESSORIES, INC. NATIONAL ASSOCIATION
By: /S/ XXXXX XXXXXXXX By: /S/ XXXX X. XXXXXXX
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Title: CFO Xxxx X. Xxxxxxx
Vice President
By: /S/ XXXXXXX XXXXX
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Title: PRESIDENT
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