AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT AND LIMITED WAIVER

Exhibit 10.71

AMENDMENT NO. 2 TO

LOAN AND SECURITY AGREEMENT

AND LIMITED WAIVER

THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT AND LIMITED WAIVER (this “Amendment”) is entered into this 7th day of November, 2011, by and among SILICON VALLEY BANK, a California banking corporation (“Bank”), and U.S. AUTO PARTS NETWORK, INC., a Delaware corporation (“USAPN”), AUTOMOTIVE SPECIALTY ACCESSORIES AND PARTS, INC., a Delaware corporation (“ASAP”), GO FIDO, INC., a Delaware corporation (“Go Fido”), PARTS BIN, INC., a Delaware corporation (“Parts Bin”), LOBO MARKETING, INC., a Texas corporation (“Lobo”), WHITNEY AUTOMOTIVE GROUP, INC., a Delaware corporation (“Whitney”), PRIVATE LABEL PARTS, INC., a Delaware corporation (“Private Label”), PACIFIC 3PL, INC., a Delaware corporation (“Pacific”), AUTOMD, INC., a Delaware corporation (“AutoMD”), and LOCAL BODY SHOPS, INC., a Delaware corporation (“Local Body Shops” and with USAPN, ASAP, Go Fido, Parts Bin, Lobo, Whitney, Private Label, Pacific, and AutoMD, each a “Borrower” and collectively, the “Borrower”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).

RECITALS

Borrower and Bank entered into that certain Loan and Security Agreement dated as of August 13, 2010, as amended by that certain Amendment No. 1 to Loan and Security Agreement and Limited Waiver dated as of February 28, 2011 (as amended, restated, or otherwise modified from time to time, the “Loan Agreement”), pursuant to which the Bank agreed to extend and make available to Borrower certain advances of money.

Borrower (a) is in default under the Loan Agreement and (b) desires that Bank waive the Existing Default (as defined below) and amend the Loan Agreement upon the terms and conditions more fully set forth herein.

Subject to the representations and warranties of Borrower herein and upon the terms and conditions set forth in this Amendment, Bank is willing to provide the limited waiver contained herein and so amend the Loan Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing Recitals and intending to be legally bound, the parties hereto agree as follows:

1. EVENT OF DEFAULT. Borrower acknowledges that there exists an Event of Default under the Loan Agreement due to its failure to comply with the covenant set forth in Section 6.7(c) (Consolidated Fixed Charge Coverage Ratio) for the four quarter period ending October 1, 2011 (the “Existing Default”).

2. LIMITED WAIVER. Bank hereby agrees, subject to the satisfaction of the terms of Section 6 hereof, to waive the Existing Default.

3. AMENDMENT TO LOAN AGREEMENT.

3.1 Section 6.7 (Financial Covenants). Subsection (b) of Section 6.7 of the Loan Agreement is amended and restated in its entirety as follows:

“(b) Liquidity. Unrestricted cash and Cash Equivalents minus outstanding Advances of at least $7,500,000.”

3.2 Section 13.1 (Definitions). The following definitions in Section 13.1 of the Loan Agreement is amended and restated in its entirety as follows:

“Consolidated EBITDA” shall mean for any fiscal period (a) Net Income for such period, plus (b) Consolidated Interest Expense for such period, plus (c) to the extent deducted in the calculation of Net Income, consolidated depreciation expense and

amortization expense of USAPN and its Subsidiaries for such period, plus (d) consolidated income tax expense of USAPN and its Subsidiaries for such period, plus (e) other consolidated non-cash charges of USAPN and its Subsidiaries for such period, including but not limited to stock-based compensation and impairment of intangible assets, approved by Bank, plus (f) restructuring costs and transaction fees and expenses related to the Whitney Stock Purchase to the extent paid in the fiscal quarters ending January 1, 2011, April 2, 2011, July 2, 2011 or October 1, 2011, plus, for purposes of calculating the Consolidated Fixed Charge Coverage Ratio only (g) integration capital expenditures related to the Whitney Stock Purchase in the fiscal quarters ending January 1, 2011, April 2, 2011, July 2, 2011 and October 1, 2011, to the extent paid during such periods.”

“Consolidated Fixed Charge Coverage Ratio”: for any period, the ratio of (a) Consolidated EBITDA for such period minus the portion of taxes based on income actually paid in cash during such period (excluding income tax refunds received in cash during such period as a result of an over-payment of taxes actually paid in such period) minus Consolidated Capital Expenditures for USAPN and its Subsidiaries to (b) Consolidated Fixed Charges for USAPN and its Subsidiaries for such period.”

3.3 Exhibit D (Compliance Certificate). Exhibit D to the Loan Agreement is amended and restated in its entirety and replaced with Exhibit A hereto.

4. BORROWER’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that:

(a) immediately upon giving effect to this Amendment (i) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects as of such date), and (ii) no Event of Default has occurred and is continuing;

(b) Borrower has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

(c) the certificate of incorporation, bylaws and other organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

(d) the execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized by all necessary corporate action on the part of Borrower;

(e) this Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights;

(f) as of the date hereof, Borrower has no defenses against the obligations to pay any amounts under the Obligations. Borrower acknowledges that Bank has acted in good faith and has conducted in a commercially reasonable manner its relationships with Borrower in connection with this Amendment and in connection with the Loan Documents; and

(g) USAPN represents and warrants that Value Solutions, Inc. (“Value”), a Delaware corporation, a wholly owned subsidiary of USAPN, is a dormant entity with no operations or material assets. USAPN further represents and warrants that it is in the processing of dissolving Value.

Borrower understands and acknowledges that Bank is entering into this Amendment in reliance upon, and in partial consideration for, the above representations and warranties, and agrees that such reliance is reasonable and appropriate.

5. LIMITATION. The limited waiver and amendment set forth in this Amendment shall be limited precisely as written and shall not be deemed (a) to be a forbearance, waiver or modification of any other term or condition of the Loan Agreement or of any other instrument or agreement referred to therein or, except for the limited waiver and amendment provided herein, to prejudice any right or remedy which Bank may now have or may have in the future under or in connection with the Loan Agreement or any instrument or agreement referred to therein; (b) to be a consent to any future amendment or modification, forbearance or waiver to any instrument or agreement the execution and delivery of which is consented to hereby, or to any waiver

of any of the provisions thereof; or (c) except for the limited waiver and amendment provided herein, to limit or impair Bank’s right to demand strict performance of all terms and covenants as of any date. Except as expressly amended hereby, the Loan Agreement shall continue in full force and effect.

6. EFFECTIVENESS. This Amendment shall become effective upon:

(a) the receipt by Bank of this Amendment duly executed by Borrower, and

(b) Borrower’s payment to Bank of an amendment fee in an amount equal to $20,000.

7. EXPENSES. Borrower agrees to pay Bank Expenses (including the fees and expenses of Bank’s counsel, advisors and consultants) accrued and incurred in connection with the transactions contemplated by this Amendment and all other Bank Expenses (including the fees and expenses of Bank’s counsel, advisors and consultants) payable in accordance with the Loan Agreement.

8. COUNTERPARTS. This Amendment may be signed in any number of counterparts, and by different parties hereto in separate counterparts, with the same effect as if the signatures to each such counterpart were upon a single instrument. All counterparts shall be deemed an original of this Amendment.

9. INTEGRATION. This Amendment and any documents executed in connection herewith or pursuant hereto contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, offers and negotiations, oral or written, with respect thereto and no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding, if any, involving this Amendment; except that any financing statements or other agreements or instruments filed by Bank with respect to Borrower shall remain in full force and effect.

10. GOVERNING LAW; VENUE. THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Santa Xxxxx County, California.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.

BORROWER:

U.S. AUTO PARTS NETWORK, INC.
By		/s/ Xxxxx Xxxxxxxxxx
Name:		Xxxxx Xxxxxxxxxx
Title:		Chief Executive Officer

PARTS BIN, INC.
By		/s/ Xxxxx Xxxxxxxxxx
Name:		Xxxxx Xxxxxxxxxx
Title:		President

LOBO MARKETING, INC.
By		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		President

AUTOMOTIVE SPECIALTY ACCESSORIES AND PARTS, INC.
By		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		President

GO FIDO, INC.
By		/s/ Xxxxxxx Buca
Name:		Xxxxxxx Buca
Title:		President

WHITNEY AUTOMOTIVE GROUP, INC.
By		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxx X. Xxxxxxx
Title:		President

PRIVATE LABEL PARTS, INC.
By		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		President

PACIFIC 3PL, INC.
By		/s/ Xxxx Xxxxx
Name:		Xxxx Xxxxx
Title:		President

AUTOMD, INC.
By		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		President

LOCAL BODY SHOPS, INC.
By		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:		President

BANK:

SILICON VALLEY BANK
By		/s/ Xxxx Xxxxx
Name:		Xxxx Xxxxx
Title:		Relationship Manager

EXHIBIT D

COMPLIANCE CERTIFICATE

TO: SILICON VALLEY BANK Date:                     

FROM: U.S. AUTO PARTS NETWORK, INC.

The undersigned authorized officer of U.S. AUTO PARTS NETWORK, INC. (“Administrative Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Administrative Borrower, AUTOMOTIVE SPECIALTY ACCESSORIES AND PARTS, INC. (“ASAP”), GO FIDO, INC. (“Go Fido”), PARTS BIN, INC. (“Parts Bin”), LOBO MARKETING, INC. (“Lobo”), WHITNEY AUTOMOTIVE GROUP, INC. (“Whitney”), PRIVATE LABEL PARTS, INC. (“Private Label”), PACIFIC 3PL, INC. (“Pacific”), AUTOMD, INC. (“AutoMD”) and LOCAL BODY SHOPS, INC. (“Local Body Shops”, and with Administrative Borrower, ASAP, Go Fido, Parts Bin Lobo, Whitney, Private Label, Pacific and AutoMD, each a “Borrower” and collectively, the “Borrower”) and Bank (the “Agreement”):

(1) Each Borrower is in complete compliance for the period ending              with all required covenants except as noted below; (2) there are no Events of Default, except as noted below; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Each Borrower, and each of its Subsidiaries, have timely filed, or have obtained extensions for filing, all required tax returns and reports, and each Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by each Borrower except as otherwise permitted pursuant to the terms of Section 5.8 of the Agreement; and (5) no Liens have been levied or claims made against any Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank.

Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

Please indicate compliance status by circling Yes/No under “Complies” column.

Reporting Covenant		Required		Complies
Quarterly consolidated and consolidating financial statements with Compliance Certificate; A/R & A/P Agings		Quarterly within 45 days (first three quarters of fiscal year)		Yes    No
Annual consolidated and consolidating financial statements (CPA Audited) + XX		XXX within 90 days		Yes    No
10-Q, 10-K and 8-K		Within 5 days after filing with SEC		Yes    No
Board approved financial projections		Not later than January 30 of each calendar year		Yes    No

The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”)

Financial Covenant

Required

Actual

Complies

Maintain on a Quarterly Basis:

Maximum Funded Debt to TTM Consolidated EBITDA:

Effective Date through October 1, 2010

2.25:1.00

:1.00

Yes    No

January 1, 2011 through July 2, 2011

2.00:1.00

October 1, 2011 through July 1, 2012

1.50:1.00

:1.00

Yes    No

Thereafter

1.00:1.00

:1.00

Yes    No

Liquidity

$

7,500,000

$

Yes    No

Consolidated Fixed Charge Coverage Ratio:

Two quarter period ending January 1, 2011

1.10:1.00

:1.00

Yes    No

Three quarter period ending April 2, 2011

1.25:1.00

:1.00

Four quarter periods ending July 2, 2011, October 1, 2011 and January 1, 2012

1.25:1.00

:1.00

Four quarter period ending each quarter thereafter

1.50:1.00

:1.00

Yes    No

The following financial covenant analys[is][es] and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.

The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)

ADMINISTRATIVE BORROWER:						BANK USE ONLY
U.S. AUTO PARTS NETWORK, INC.						Received by:
								AUTHORIZED SIGNER
						Date:
By:
Name:						Verified:
Title:								AUTHORIZED SIGNER
						Date:
						Compliance Status:		Yes    No

Schedule 1 to Compliance Certificate

Financial Covenants of Borrower

In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern.

Dated:             

I. Maximum Funded Debt to Consolidated EBITDA (Section 6.7(a))

Required: See chart below

Period		Maximum Funded Debt to EBITDA
Effective Date through October 1, 2010		2.25:1.00
January 1, 2011 through July 2, 2011		2.0:1.00
October 1, 2011 through July 1, 2012		1.5:1.00
Thereafter		1.0:1.00

Actual:

A.
		1.      Advances outstanding		$
		2.      Amount of Term Loan outstanding		$
		3.      Credit Extensions outstanding (line A.1 plus line A.2)		$
B.		Net Income		$
C.		To the extent included in the determination of Net Income
		1.      Depreciation expense		$
		2.      Amortization expense		$
		3.      Income tax expense		$
		4.      Stock-based compensation		$
		5.      Impairment of intangible assets		$
		6.      Restructuring costs and transaction fees and expenses related to Whitney Stock Purchase to the extent paid in the fiscal quarters ending January 1, 2011, April 2, 2011, July 2, 2011 or October 1, 2011		$
		7.      The sum of lines 1 through 6		$

D.		Consolidated Interest Expense		$
E.		Consolidated EBITDA (line B plus line C.7 plus line D)		$
F.		Maximum Funded Debt to Consolidated Adjusted EBITDA (line A.3 divided by line E)

Is line F equal to or less than             :1.00?

             No, not in compliance              Yes, in compliance

II. Liquidity (Section 6.7(b))

Required: $7,500,000

Actual:

A.		Unrestricted cash and Cash Equivalents		$
B.		Advances outstanding		$
C.		Liquidity (line A minus line B)		$

Is line C equal to or greater than $7,500,000?

             No, not in compliance              Yes, in compliance

III. Consolidated Fixed Charge Coverage Ratio (Section 6.7(c))

Required: See chart below

Period		Fixed Charge Coverage Ratio
For the two quarter period ending January 1, 2011		1.10:1.00
For the three quarter period ending April 2, 2011		1.25:1.00
For the four quarter periods ending July 2, 2011, October 1, 2011 and January 1, 2012		1.25:1.00
For the four quarter period ending each quarter thereafter		1.50:1.00

Actual:

A.		Net Income		$
B.		To the extent included in the determination of Net Income
		1.    Depreciation expense		$
		2.    Amortization expense		$
		3.    Income tax expense		$
		4.    Stock-based compensation		$
		5.    Impairment of intangible assets		$
		6.    Restructuringcosts and transaction fees and expenses related to Whitney Stock Purchase to the extent paid in the fiscal quarters ending January 1, 2011, April 2, 2011, July 2, 2011 or October 1, 2011		$
		7.    Integrationcapital expenditures related to the Whitney Stock Purchase to the extent paid in the fiscal quarters ending January 1, 2011, April 2, 2011, July 2, 2011 or October 1, 2011		$
		8.    The sum of lines 1 through 7		$
C.		ConsolidatedInterest Expense		$
D.		ConsolidatedEBITDA (line A plus line B.8 plus line C)		$
E.		Taxes based on income actually paid in cash (excluding income tax refunds received in cash during such period as a result of an over-payment of taxes actually paid in such period)		$
F.		ConsolidatedCapital Expenditures		$
G.
		1.    Consolidated Interest Expense		$
		2.    Paymentsmade on account of principal of Indebtedness of Borrower and its Subsidiaries (including principal payments in respect of the Term Loan)		$
		3.    Cash dividends, distributions, repurchases and redemptions in respect of stock of Administrative Borrower		$
H.		Consolidated Fixed Charges (line G.1 plus G.2 plus G.3)		$
I.		Consolidated Fixed Charge Coverage Ratio ((line D minus line E minus line F) divided by line  H)		$

Is line I equal to or greater than             :1.00?

             No, not in compliance                                                           Yes, in compliance