0001140361-11-026849 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • May 12th, 2011 • Motorcar Parts America Inc • Miscellaneous electrical machinery, equipment & supplies • Ontario

ESCROW AGREEMENT (this “Agreement”) dated as of May 6, 2011, among Jack Shuster, Paul Fenwick, Gordon Fenwick and Joel Fenwick (collectively, the “Principals”), FAPL Holdings Inc. (the “Vendor”), Motorcar Parts of America, Inc. (the “Purchaser”), and Stikeman Elliott LLP, as Escrow Agent (the “Escrow Agent”).

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PURCHASE AGREEMENT
Purchase Agreement • May 12th, 2011 • Motorcar Parts America Inc • Miscellaneous electrical machinery, equipment & supplies • Ontario

Purchase Agreement dated May 6, 2011 between FAPL Holdings Inc. (the “Vendor”), Motorcar Parts of America, Inc. (the “Purchaser”), Jack Shuster, Gordon Fenwick, Paul Fenwick and Joel Fenwick.

AMENDED AND RESTATED CREDIT AGREEMENT Among FENWICK AUTOMOTIVE PRODUCTS LIMITED ("Fenwick") and INTROCAN INC. ("Introcan") as Co-Borrowers - and - MANUFACTURERS AND TRADERS TRUST COMPANY as Lead Arranger - and - M&T BANK - and - SUCH OTHER LENDERS...
Credit Agreement • May 12th, 2011 • Motorcar Parts America Inc • Miscellaneous electrical machinery, equipment & supplies • Ontario

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties agree as follows:

Motorcar Parts of America, Inc. Hold Agreement May 6, 2011
Hold Agreement • May 12th, 2011 • Motorcar Parts America Inc • Miscellaneous electrical machinery, equipment & supplies • New York
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