0001140361-13-038377 Sample Contracts

EIGHTH AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • October 10th, 2013 • Motorcar Parts America Inc • Motor vehicle parts & accessories • New York

EIGHTH AMENDMENT, dated as of October 9, 2013 (this "Eighth Amendment"), to the Financing Agreement, dated as of January 18, 2012 (as amended, restated, supplemented, modified or otherwise changed from time to time, the "Financing Agreement"), by and among Motorcar Parts of America, Inc., a New York corporation (the "Borrower"), the lenders from time to time party thereto (each a "Lender" and collectively, the "Lenders"), Cerberus Business Finance, LLC, a Delaware limited liability company ("Cerberus"), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), and PNC Bank, National Association ("PNC"), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent" and together with the Collateral Agent, each an "Agent" and collectively, the "Agents").

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MOTORCAR PARTS OF AMERICA, INC. OPTION PURCHASE AGREEMENT
Option Purchase Agreement • October 10th, 2013 • Motorcar Parts America Inc • Motor vehicle parts & accessories • New York

THIS OPTION PURCHASE AGREEMENT (the “Agreement”) is made between Motorcar Parts of America, Inc., a New York corporation (the “Company”), and Selwyn Joffe (the “Holder”), as of October 9, 2013 (the “Effective Date”).

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