Amendment No. 1 to Credit Agreement



 Exhibit 10.1 
  
 AMENDMENT NO. 1 TO CREDIT AGREEMENT 
  
 AMENDMENT dated as of March 14, 2005 to the Credit Agreement dated as of October 30, 2003 (as in effect immediately prior to
this Amendment, the “Original Credit Agreement” and as amended by this Amendment, the “Credit Agreement”) among KEYSTONE AUTOMOTIVE HOLDINGS, INC. (“Holdings”), KEYSTONE AUTOMOTIVE OPERATIONS, INC.
(the “Borrower”), the LENDERS party thereto (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), Swing Line Lender and L/C Issuer. 
  
 W I T N E S S E T H : 
  
 (1) WHEREAS, the Borrower desires to refinance and replace all outstanding
Term Loans under the Original Credit Agreement with a new class of term loans under the Credit Agreement, to be designated “Term B Loans”, in an aggregate principal amount equal to the aggregate principal amount of Term Loans outstanding
under the Original Credit Agreement on the Term B Facility Effective Date (as defined in Section 6 of this Amendment) immediately prior to giving effect to this Amendment, having identical terms with, and having the same rights and obligations under
the Loan Documents as, such outstanding Term Loans, except as such terms are amended hereby. 
  
 (2) WHEREAS, each Term Lender under the Original Credit Agreement who executes and delivers this Amendment shall be deemed, upon the effectiveness of this Amendment, to have exchanged its Term Loans under the Original
Credit Agreement for Term B Loans under the Credit Agreement in the same aggregate principal amount as such Term Lender’s outstanding Term Loans as in effect immediately prior to the Term B Facility Effective Date, and such Term Lender shall
thereafter become a Term B Lender under the Credit Agreement. Notwithstanding anything herein to the contrary, it is understood and agreed that the Term B Loans amend and restate in their entirety the Term Loans and there is no novation of the Term
Loans. 
  
 (3) WHEREAS, each Person who executes and delivers this
Amendment as a term lender (other than the existing Term Lenders who participate in the exchange of Term Loans outstanding under the Original Credit Agreement described in Section 2.01(b)(ii) of the Credit Agreement) will make Term B Loans on
the Term B Facility Effective Date to the Borrower in an aggregate principal amount equal to such Additional Term B Lender’s Term B Commitment. The proceeds of the Additional Term B Loans will be used by the Borrower to refinance in full the
outstanding principal amount of the Term Loans outstanding under the Original Credit Agreement of the Term Lenders, if any, who do not execute and deliver this Amendment. It is understood and agreed that an Additional Term B Lender may be a Person
that is a Term Lender under the Original Credit Agreement. 
  









 (4) WHEREAS, the Borrower shall, on the Term B Facility Effective Date, pay to each Term Lender that does
not exchange its Term Loans under the Original Credit Agreement for Term B Loans under the Credit Agreement all accrued and unpaid interest then outstanding on its Term Loans. 
  
 (5) WHEREAS, the Borrower has requested that the Lenders amend the Original Credit Agreement to effect the changes described
above, and certain other changes described herein, and the Lenders have agreed, subject to the terms and conditions hereinafter set forth, to amend the Original Credit Agreement to effect all such changes as set forth below. 
  
 NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: 
  
 SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is
defined in the Original Credit Agreement has the meaning assigned to such term in the Original Credit Agreement. Each term used in the Preliminary Statements hereof that is not defined in the Original Credit Agreement has the meaning assigned to
such term in the Credit Agreement as amended by Section 2 below. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement”
and each other similar reference contained in the Credit Agreement shall, after the Term B Facility Effective Date, refer to the Credit Agreement as amended hereby. 
  
 SECTION 2. Amendments to Definitions.  
  
 (a) Section 1.01 of the Credit Agreement is amended by adding the following definitions in appropriate alphabetical
order: 
  
 “Additional Term B
Commitment” means, as to each Additional Term B Lender, its obligation to make a Term B Loan to the Borrower in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the
caption “Additional Term B Commitment”, or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

  
 “Additional Term B Lender”
means, at any time, any Lender that has an Additional Term B Commitment or an Additional Term B Loan at such time. 
  
 “Additional Term B Loan” means a Loan made pursuant to Section 2.01(b)(iii) on the Term B Facility Effective Date.

  

 2 








 “Aggregate Term B Commitment” means the Term B Commitments of all Term B
Lenders, which as of the Term B Facility Effective Date shall be an aggregate principal amount equal to the aggregate principal amount of Term Loans outstanding under the Original Credit Agreement on the Term B Facility Effective Date immediately
prior to giving effect to this Amendment. 
  
 “Aggregate Term B Exposures” means, at any time, the sum of the Term B Exposures at such time. 
  
 “Aggregate Term B Loans” means the Term B Loans of all Term B Lenders. 
  
 “First Amendment” means the First Amendment
to this Agreement, dated as of March 14, 2005, among Holdings, the Borrower, the Administrative Agent, the Swing Line Lender, the L/C Issuer and the Lenders party thereto. 
  
 “Required Term B Lenders” means, as of any date of determination, Term B Lenders having
more than 50% of the Aggregate Term B Exposures; provided that Term B Exposures held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term B Lenders. 
  
 “Term B Commitment” means, as to each Term
B Lender, its obligation to make a Term B Loan to the Borrower pursuant to Section 2.01(b) in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Term B
Commitment”, or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. 
  
 “Term B Exposures” means, at any time, (i)
the Aggregate Term B Commitments at such time if then in effect and (ii) otherwise, the Aggregate Term B Loans at such time. 
  
 “Term B Facility Effective Date” is defined in Section 6 of the First Amendment. 
  
 “Term B Lender” means, collectively, (a)
each Term Lender that executes and delivers the First Amendment on or prior to the Term B Facility Effective Date, (b) each Additional Term B Lender and (c) each Lender that acquires a Term B Loan or a Term B Commitment pursuant to an Assignment and
Assumption. 
  
 “Term B Loan”
means a Loan made pursuant to Section 2.01(b)(iii) or deemed made pursuant to Section 2.01(b)(ii). 
  

 3 








 “Term B Loan Replacement Debt Incurrence” means a Debt Incurrence that
is (a) consummated after the Term B Facility Effective Date and on or before the date that is the first anniversary of the Term B Facility Effective Date, (b) an incurrence of a new tranche of term loans (whether incurred under this Agreement or
under separate documentation and whether with the Lenders or with other institutions) with an interest rate applicable thereto that is less than the interest rate applicable to the Term B Loans and (c) incurred for the primary purpose of refinancing
the Term B Loans (but excluding any such refinancing in connection with a Permitted Acquisition, an Initial Public Offering or with the proceeds of any Indebtedness incurred in a public offering, private placement or other capital markets
transaction). 
  
 (b) Section 1.01 of the Credit Agreement
is further amended as follows: 
  
 (i) By
amending the following definitions to read in their entirety as follows: 
  
 “Commitment” means a Term B Commitment, an Additional Term B Commitment, a Revolving Credit Commitment, or any combination thereof, as the context may require. 
  
 “Term Lender” means any Lender that had
outstanding Term Loans immediately prior to the Term B Facility Effective Date, in such capacity. 
  
 “Term Loan” means an advance made pursuant to Section 2.01(b)(i).” 
  
 (ii) By replacing clauses (2) and (3) in the definition of
“Applicable Rate” with the following new clauses (2) and (3): 
  
 “(2) with respect to any Eurodollar Rate Term Loans, a rate per annum of 2.00% and (3) with respect to any Base Rate Term Loans, a rate per annum of 1.00%”. 
  
 (iii) By deleting the definitions of “Aggregate Term Commitment”, “Aggregate Term
Exposures”, “Aggregate Term Loans”, “Required Term Lenders” and “Term Exposures”. 
  

 4 








 SECTION 3. Term B Loans. 
  
 (a) Section 2.01(b) of the Credit Agreement is hereby amended by inserting “(i) Term Loans” at the
beginning of the first sentence thereof and by adding the following new clauses immediately after the third sentence thereof: 
  
 “(ii) Exchange. Subject to the terms and conditions hereof, each Term Lender with a Term B Commitment severally agrees to
exchange its Term Loans for a like principal amount in Dollars of Term B Loans on the Term B Facility Effective Date, and from and after the Term B Facility Effective Date such Term Loans shall be deemed refinanced in full and such Term B Loans
shall be deemed made hereunder. 
  
 (iii) The
Additional Term B Loans. Subject to the terms and conditions hereof, each Additional Term B Lender severally agrees to make a term loan in Dollars to the Borrower on the Term B Facility Effective Date in a principal amount not to exceed its
Additional Term B Commitment on the Term B Facility Effective Date. The Borrower shall refinance all Term Loans of Term Lenders that do not execute or deliver the First Amendment on the Term B Facility Effective Date with the gross proceeds of the
Additional Term B Loans. 
  
 (iv)
Interest. On the Term B Facility Effective Date, the Borrower shall pay all accrued and unpaid interest on the Term Loans to any Term Lenders that do not exchange their Term Loans for Term B Loans; provided that it is understood that
the Interest Periods of such Term Loans in effect prior to the Term B Facility Effective Date shall continue on and after the Term B Facility Effective Date. 
  

(vi) Modification of Reference. Upon the Term B Facility Effective Date, the Term B Loans shall have the same terms, rights and
obligations as the Term Loans as set forth in the Loan Documents, except as modified by the First Amendment, and all references to “Aggregate Term Commitments”, “Aggregate Term Exposures”, “Aggregate Term Loans”,
“Required Term Lenders”, “Term Commitments”, “Term Exposures”, “Term Lenders” and “Term Loans” in the Loan Documents shall be deemed to be references to “Aggregate Term B Commitments”,
“Aggregate Term B Exposures”, “Aggregate Term B Loans”, “Required Term B Lenders”, “Term B Commitments”, “Term B Exposures”, “Term B Lenders” and “Term B Loans”, except (x) for
each of their respective definitions, (y) as such terms are used in Section 2.01(b)(i) of the Credit Agreement and (z) as such terms are used in the First Amendment. 
  
 (b) Prepayment Premium. Section 2.06(d) of the Credit Agreement is amended by adding the following new sentence
immediately after the first sentence therein: 
  
 “Any prepayment of Term B Loans required to be made under this clause (d) as a result of a Term B Loan Replacement Debt Incurrence shall be accompanied by a prepayment fee for the account of each Term B Lender equal to 1.00% of the
aggregate principal amount of the Term B Loans of such Term B Lender being prepaid.” 
  

 5 








 (c) Section 2.08(b)(i) of the Credit Agreement is hereby amended by replacing the words “Term
Borrowings” where they appear with “Term B Loans”. 
  
 SECTION 4. Application of Proceeds of Term B Loan. Section 6.11 of the Credit Agreement is amended by adding the following sentence at the end thereof: 
  
 “Proceeds from the Term B Loans shall be used solely to refinance and replace the Term Loans in accordance with Section
2.01(b)(iii).” 
  
 SECTION 5. Amendment to Schedule
2.01. Upon the effectiveness of this Amendment, Schedule 2.01 to the Credit Agreement shall be amended in its entirety as set forth in Schedule 2.01 to this Amendment. 
  
 SECTION 6. Conditions to Effectiveness. This Amendment shall become effective on the date (the “Term B
Facility Effective Date”) when, and only when, each of the following conditions shall have been satisfied to the satisfaction of the Administrative Agent: 
  
 (a) Execution of Counterparts. The Administrative Agent shall have received counterparts of this Amendment, duly
executed and delivered on behalf of each of Holdings, the Borrower, the Administrative Agent, the Required Lenders and each Term Lender or, in lieu of one or more Term Lenders, one or more Additional Term B Lenders providing Additional Term B
Commitments in an amount sufficient to refinance the outstanding principal amount of the Term Loans owed to such non-consenting Term Lenders, or as to any of the foregoing parties, other written confirmation (in form reasonably satisfactory to the
Administrative Agent) that such party has signed a counterpart hereof. 
  
 (b) Evidence of Debt. Each Term B Lender shall have received, if requested by it (and upon surrender to the Borrower of any Note provided to such Lender in respect of Term Loans under the Original Credit Agreement), one or more Notes
payable to the order of such Term B Lender duly executed by the Borrower in substantially the form of Exhibit C to the Credit Agreement, evidencing the Term B Loans. 
  
 (c) Interest, Etc. Simultaneously with the making of the Term B Loans, the Borrower shall have paid to all the Term
Lenders that do not exchange their Term Loans for Term B Loans all accrued and unpaid interest on the Term Loans to the Term B Facility Effective Date plus additional amounts, if any, owing pursuant to Section 3.05 of the Credit Agreement.

  
 (d) EBITDA and Leverage Ratio. Consolidated Adjusted
EBITDA for the period of four fiscal quarters ended January 1, 2005 shall be greater than $58,700,000, and the Consolidated Leverage Ratio as of January 1, 2005 shall be less than 4.90 to 1.00, in each case as reflected in the Borrower’s
Compliance Certificate delivered with respect to the fiscal year ended January 1, 2005. 
  

 6 








 (e) Execution of Consent. The Administrative Agent shall have received counterparts of a consent
substantially in the form of Exhibit A to this Amendment, duly executed by each Guarantor (other than Holdings). 
  
 (f) Payment of Fees and Expenses. The Borrower shall have paid all fees, costs and expenses (including reasonable fees, out-of-pocket expenses and
disbursements of counsel to the Administrative Agent) incurred in connection with the preparation, negotiation and execution of this Amendment. 
  
 SECTION 7. Representations. Each of Holdings and the Borrower represents and warrants that (i) the representations and warranties of Holdings, the
Borrower and each other Loan Party contained in Article 5 of the Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the Term B Facility Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (ii) no Default will have occurred and be continuing on such date. 

 
 SECTION 8. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York. 
  
 SECTION 9. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery by
telecopier of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment. 
  

 7 








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

			
	 KEYSTONE AUTOMOTIVE HOLDINGS, INC.

		
	By:	 	/s/    BRYANT BYNUM        
	 Name:
	 	Bryant Bynum
	 Title:
	 	EVP / CFO


  

			
	 KEYSTONE AUTOMOTIVE OPERATIONS, INC.

		
	By:	 	/s/    BRYANT BYNUM        
	 Name:
	 	Bryant Bynum
	 Title:
	 	EVP / CFO


  










			
	 BANK OF AMERICA, N.A., as
Administrative Agent

		
	By:	 	/s/    CHARLES D. GRABER        
	 Name:
	 	Charles D. Graber
	 Title:
	 	Vice President


  

			
	 BANK OF AMERICA, N.A., as a Lender

		
	By:	 	/s/    JAMES FORD        
	 Name:
	 	James Ford
	 Title:
	 	Senior Vice President


  










			
	 Name of Lender:
 Firstrust
Bank                                       
         

		
	By:	 	/s/    KENT NELSON        
	 Name:
	 	Kent Nelson
	 Title:
	 	Senior Vice President


  










			
	 Name of Lender:

	 Venture III CDO Limited

	 By its investment advisor, MJX Asset
 Management LLC

		
	 By:
	 	/s/    KENNETH OSTMANN        
	 Name:
	 	Kenneth Ostmann
	 Title:
	 	Director


  










			
	 Name of Lender:

	 Magnetite IV CLO, Limited

	 Magnetite V CLO, Limited

		
	By:	 	/s/    TOM COLWELL        
	 Name:
	 	Tom Colwell
	 Title:
	 	Authorized Signatory


  










			
	 Mariner CDO 2002, Ltd.

		
	By:	 	 Antares Asset Management Inc.,
 as Collateral Manager

		
	By:	 	/s/    MICHAEL CHIRILLO        
	 Name:
	 	Michael Chirillo
	 Title:
	 	Vice President
	
	 Navigator CDO 2003, Ltd

	
	 LaSalle National Bank, as custodian

		
	By:	 	 Antares Asset Management Inc.,
 as Collateral Manager

		
	By:	 	/s/    MICHAEL CHIRILLO        
	 Name:
	 	Michael Chirillo
	 Title:
	 	Vice President


  










			
	 	 	 Name of Lender:

		
	 	 	 
	 	 	 Nomura Bond & Loan Fund

		
	By:	 	/s/    ELIZABETH
MACLEAN        
	 Name:
	 	Elizabeth MacLean
	 Title:
	 	 
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
		
	 By:
	 	 UFJ Trust Bank Limited as Trustee

	By:	 	 Nomura Corporate Research and
 Asset Management Inc.
 Attorney in Fact



  










			
	 	 	 Name of Lender:

		
	 	 	 
	 	 	 Clydesdale CLO 2001-1, Ltd.

		
	By:	 	/s/    ELIZABETH
MACLEAN        
	 Name:
	 	Elizabeth MacLean
	 Title:
	 	 
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
	
	 Nomura Corporate Research

	 And Asset Management Inc.

	 As

	 Collateral Manager



  










			
	 	 	 Name of Lender:

		
	 	 	 
	 	 	 Clydesdale CLO 2003, Ltd.

		
	By:	 	/s/    ELIZABETH
MACLEAN        
	 Name:
	 	Elizabeth MacLean
	 Title:
	 	 
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
	
	 Nomura Corporate Research

	 And Asset Management Inc.

	 As

	 Collateral Manager



  










			
	 Landmark III CDO Limited

	 By: Aladdin Capital Management LLC

	 as Manager

		
	By:	 	/s/    JOSEPH MORONEY,
CFA        
	 Name:
	 	Joseph Moroney
	 Title:
	 	Authorized Signatory


  










			
	 FOXE BASIN CLO 2003, LTD

	 By: Royal Bank of Canada as Collateral Manager

		
	By:	 	/s/    LEE SHAIMAN        
	 Name:
	 	Lee Shaiman
	 Title:
	 	Authorized Signatory


  










			
	 Name of Lender:

	 Sovereign Bank

		
	By:	 	/s/    STEVEN FAHRINGER        
	 Name:
	 	Steven Fahringer
	 Title:
	 	Assistant Vice President


  










			
	 Name of Lender: Ballyrock CDO I Limited,

	 By: Ballyrock Investment Advisors LLC,

	 as Collateral Manager

		
	By:	 	/s/    LISA RYMUT        
	 Name:
	 	Lisa Rymut
	 Title:
	 	Assistant Treasurer


  










			
	 Name of Lender: Ballyrock CDO II Limited,

	 By: Ballyrock Investment Advisors LLC,

	 as Collateral Manager

		
	By:	 	/s/    LISA RYMUT        
	 Name:
	 	Lisa Rymut
	 Title:
	 	Assistant Treasurer


  










			
	 Name of Lender:

	 Octagon Investment Partners VI, Ltd.

	 By:
	 	 Octagon Credit Investors, LLC,

	 	 	 as collateral manager

		
	By:	 	/s/    MICHAEL B.
NECHAMKIN        
	 Name:
	 	Michael B. Nechamkin
	 Title:
	 	Portfolio Manager


  










			
	 Name of Lender:

	 Prometheus Investment Funding No. 2 LTD.

	 By:
	 	 HVB Credit Advisors, LLC

		
	By:	 	/s/    JAMES T. LI        
	 Name:
	 	James T. Li
	 Title:
	 	Associate Director
		
	By:	 	/s/    THOMAS L. MOWAT        
	 Name:
	 	Thomas L. Mowat
	 Title:
	 	Director


  










			
	 Name of Lender:

	 
	 AVALON CAPITAL LTD.

	 By: INVESCO Senior Secured Management, Inc.
 as Portfolio Advisor



  

			
	By:	 	/s/    JOSEPH ROTONDO        
	 Name:
	 	Joseph Rotondo
	 Title:
	 	Authorized Signatory


  










			
	 Name of Lender:

	 
	 AVALON CAPITAL LTD. 3

	 By: INVESCO Senior Secured Management, Inc.
 as Asset Manager



  

			
	By:	 	/s/    JOSEPH ROTONDO        
	 Name:
	 	Joseph Rotondo
	 Title:
	 	Authorized Signatory


  










			
	 Name of Lender:

	 
	 CHARTER VIEW PORTFOLIO

	 By: INVESCO Senior Secured Management, Inc.
 as Investment Advisor



  

			
	By:	 	/s/    JOSEPH ROTONDO        
	 Name:
	 	Joseph Rotondo
	 Title:
	 	Authorized Signatory


  










			
	 Name of Lender:

	 
	 DIVERSIFIED CREDIT PORTFOLIO LTD

	 By: INVESCO Senior Secured Management, Inc.
 as Investment Advisor



  

			
	By:	 	/s/    JOSEPH ROTONDO        
	 Name:
	 	Joseph Rotondo
	 Title:
	 	Authorized Signatory


  










			
	 Name of Lender:

	 
	 AIM FLOATING RATE FUND

	 By: INVESCO Senior Secured Management, Inc.
 as Sub-Adviser



  

			
	By:	 	/s/    JOSEPH ROTONDO        
	 Name:
	 	Joseph Rotondo
	 Title:
	 	Authorized Signatory


  










			
	Name of Lender:
	 
	INVESCO EUROPEAN CDO I.S.A.
	 By: INVESCO Senior Secured Management, Inc.
 as Collateral Advisor



  

			
	By:	 	/s/    JOSEPH ROTONDO        
	 Name:
	 	Joseph Rotondo
	 Title:
	 	Authorized Signatory


  










			
	Name of Lender:
	 
	SEQUILS-LIBERTY, LTD.
	 By: INVESCO Senior Secured Management, Inc.
 as Collateral Advisor



  

			
	By:	 	/s/    JOSEPH ROTONDO        
	 Name:
	 	Joseph Rotondo
	 Title:
	 	Authorized Signatory


  










			
	Name of Lender:
	 
	SAGAMORE CLO LTD.
	 By: INVESCO Senior Secured Management, Inc.
 as Collateral Advisor



  

			
	By:	 	/s/    JOSEPH ROTONDO        
	 Name:
	 	Joseph Rotondo
	 Title:
	 	Authorized Signatory


  










			
	Name of Lender:
	 
	SARATOGA CLO 1, LTD.
	 By: INVESCO Senior Secured Management, Inc.
 as Asset Manager



  

			
	By:	 	/s/    JOSEPH ROTONDO        
	 Name:
	 	Joseph Rotondo
	 Title:
	 	Authorized Signatory


  










			
	 Name of Lender:
  
 ECL Funding LLC, for itself or as
agent for ECL2 Funding LLC

		
	 By:
	 	/s/    JANET HAACK        
	Name:	 	Janet Haack
	Title:	 	As Attorney-in-Fact


  










			
	Name of Lender:
	
	NYLIM Flatirion CLO 2003-1, Ltd.
	By:	 	 New York Life Investment
 Management LLC., as
Collateral
 Manager and Attorney-in-Fact

		
	 By:
	 	/s/    ROBERT H. DIAL        
	Name:	 	Robert H. Dial
	Title:	 	Managing Director


  










			
	 Sankaty Advisors, LLC as Collateral
 Manager
for Race Point CLO, Limited,
 As Term Lender

	
	 
		
	 By:
	 	/s/    JEFFREY HAWKINS        
	Name:	 	Jeffrey Hawkins
	Title:	 	Senior Vice President


  










			
	 Sankaty Advisors, LLC as Collateral
 Manager
for Race Point CLO, Limited,
 As Term Lender

	
	 
		
	 By:
	 	/s/    JEFFREY HAWKINS        
	Name:	 	Jeffrey Hawkins
	Title:	 	Senior Vice President


  










			
	 Sankaty Advisors, LLC as Collateral
 Manager
for Castle Hill I – INGOTS, Ltd.,
as Term Lender

	
	 
		
	 By:
	 	/s/    JEFFREY HAWKINS        
	Name:	 	Jeffrey Hawkins
	Title:	 	Senior Vice President


  










			
	 Sankaty Advisors, LLC as Collateral
 Manager
for AVERY POINT CLO, Ltd.,
 as Term Lender

	
	 
		
	 By:
	 	/s/    JEFFREY HAWKINS        
	Name:	 	Jeffrey Hawkins
	Title:	 	Senior Vice President


  










			
	 Sankaty Advisors, LLC as Collateral
 Manager
for Castle Hill II – INGOTS, Ltd.,
as Term Lender

	
	 
		
	 By:
	 	/s/    JEFFREY HAWKINS        
	Name:	 	Jeffrey Hawkins
	Title:	 	Senior Vice President


  










			
	 Sankaty Advisors, LLC as Collateral
 Manager
for Castle Hill III CLO, Limited,
as Term Lender

	
	 
		
	 By:
	 	/s/    JEFFREY HAWKINS        
	Name:	 	Jeffrey Hawkins
	Title:	 	Senior Vice President


  










			
	 Sankaty Advisors, LLC as Collateral
 Manager for Race Point II CLO, Limited,
 As Term Lender

	
	 
		
	By:	 	/s/    JEFFREY HAWKINS        
	 Name:
	 	Jeffrey Hawkins
	 Title:
	 	Senior Vice President


  









 Name of Lender:
                                        
         
  

									
	 ELC (CAYMAN) LTD. 1999-III
	 	 	 	 TRYON CLO LTD. 2000-I

					
	 By:
	 	 Babson Capital Management LLC
	 	 	 	 By:
	 	 Babson Capital Management LLC

					
	 	 	 As Collateral Manager
	 	 	 	 	 	 As Collateral Manager

			
	 ELC (CAYMAN) LTD. 2000-I
	 	 	 	 MAPLEWOOD (CAYMAN) LTD

					
	 By:
	 	 Babson Capital Management LLC
	 	 	 	 By:
	 	 Babson Capital Management LLC

					
	 	 	 As Collateral Manager
	 	 	 	 	 	 As Investment Manager

			
	 APEX (IDM) CDO 1, LTD
	 	 	 	 
					
	 By:
	 	 Babson Capital Management LLC
	 	 	 	 	 	 
					
	 	 	 As Collateral Manager
	 	 	 	 	 	 

  

			
		
	By:	 	/s/    DAVID P. WELLS        
	 Name:
	 	David P. Wells, CFA
	 Title:
	 	Managing Director


  










			
	 Name of Lender:

	 
	 Western Asset Floating Rate High Income Fund

		
	By:	 	/s/    TIMOTHY SETTEL        
	 Name:
	 	Timothy Settel
	 Title:
	 	 


  










			
	 Name of Lender:

	
	 Union Square CDO Ltd.

	 By: Blackstone Debt Advisors L.P.
 As Collateral Manager

		
	By:	 	/s/    DEAN CRIARES      
	 Name:
	 	Dean Criares
	 Title:
	 	Managing Director


  










			
	 Name of Lender:

	
	 Monument Park CDO Ltd.

	 By: Blackstone Debt Advisors L.P.
 As Collateral Manager

		
	By:	 	/s/    DEAN CRIARES      
	 Name:
	 	Dean Criares
	 Title:
	 	Managing Director


  










			
	 Name of Lender:

	
	 CIT LENDING SERVICES CORPORATION

		
	By:	 	/s/    JOHN P. SIRICO, II      
	 Name:
	 	John P. Sirico, II
	 Title:
	 	Vice President


  










			
	 Name of Lender:

	
	 ING SENIOR INCOME

	By:	 	ING Investment Management, Co.
As its investment manager
		
	By:	 	/s/    MARK F. HAAK        
	 Name:
	 	Mark F. Haak, CFA
	 Title:
	 	Vice President


  










			
	 Name of Lender:

	
	 ING PRIME RATE TRUST

	By:	 	ING Investment Management, Co.
As its investment manager
		
	By:	 	/s/    MARK F. HAAK        
	 Name:
	 	Mark F. Haak, CFA
	 Title:
	 	Vice President


  










			
	 Name of Lender:

	 The Sumitomo Trust & Banking Co, Ltd.

		
	By:	 	/s/    ELIZABETH A.
QUIRK        
	 Name:
	 	Elizabeth A. Quirk
	 Title:
	 	Vice President


  










			
	 Name of Lender:

	 Veritas CLO I, Ltd.

		
	By:	 	/s/    JOHN RANDOLPH
WATKINS        
	 Name:
	 	John Randolph Watkins
	 Title:
	 	Executive Director


  










			
	 Name of Lender:

	
	 HARBOUR TOWN FUNDING LLC

		
	By:	 	/s/    MEREDITH J.
KOSLICK        
	 Name:
	 	Meredith J. Koslick
	 Title:
	 	Assistant Vice President


  










			
	 Name of Lender:

	
	 Emerald Orchard Limited

		
	By:	 	/s/    DENTON ROBINSON        
	 Name:
	 	Denton Robinson
	 Title:
	 	Loans Officer


  










			
	 Name of Lender:

	
	 LOAN FUNDING IV, LLC

	By:	 	 Highland Capital Management, LP
As Portfolio Manager

		
	By:	 	/s/    TODD A. TRAVERS        
	 Name:
	 	Todd A. Travers
	 Title:
	 	Assistant Secretary


  










			
	 Name of Lender:

	
	 HCM US LOANS MAC 43, LTD

	 By:
	 	 Highland Capital Management, LP

	 	 	 As Attorney-in-Fact

		
	By:	 	/s/    TODD A. TRAVERS        
	 Name:
	 	Todd A. Travers
	 Title:
	 	Assistant Secretary


  










			
	 Name of Lender:

	
	 LOAN STAR STATE TRUST

	 By: Its Investment Manager,

	 Highland Capital Management, LP

	 By: Its General Partner, Strand Advisors, Inc.

		
	By:	 	/s/    TODD A. TRAVERS        
	 Name:
	 	Todd A. Travers
	 Title:
	 	Assistant Secretary


  










			
	 Name of Lender:

	
	HIGHLAND FLOATING RATE LIMITED LIABILITY COMPANY
	 By: Highland Capital Management, LP

	 Its Investment Advisor

		
	By:	 	/s/    TODD A. TRAVERS        
	 Name:
	 	Todd A. Travers
	 Title:
	 	Assistant Secretary


  










			
	 Name of Lender:

	
	 HIGHLAND FLOATING RATE
 ADVANTAGE
FUND

	 By: Highland Capital Management, LP

	 Its Investment Advisor

		
	By:	 	/s/    TODD A. TRAVERS        
	 Name:
	 	Todd A. Travers
	 Title:
	 	Assistant Secretary


  










			
	 Name of Lender:

	 SRF 2000, INC., as a Lender

		
	By:	 	/s/    MEREDITH J.
KOSLICK        
	 Name:
	 	Meredith J. Koslick
	 Title:
	 	Assistant Vice President


  










			
	 Name of Lender:

	 SENIOR DEBT PORTFOLIO

	 By: Boston Management and Research

	 As Investment Advisor

		
	By:	 	/s/    MICHAEL B.
BOTTHOF        
	 Name:
	 	Michael B. Botthof
	 Title:
	 	Vice President


  










			
	 Name of Lender:

	 EATON VANCE INSTITUTIONAL
 SENIOR LOAN
FUND

	 By: Eaton Vance Management as

	 Investment Advisor

		
	By:	 	/s/    MICHAEL B.
BOTTHOF        
	 Name:
	 	Michael B. Botthof
	 Title:
	 	Vice President


  










			
	Name of Lender:
	EATON VANCE CDO III, LTD.
	By:	 	 Eaton Vance Management as

	 Investment Advisor

		
	 By:
	 	/s/    MICHAEL B.
BOTTHOF        
	 Name:
	 	Michael B. Botthof
	 Title:
	 	Vice President


  










			
	Name of Lender:
	EATON VANCE CDO V, LTD.
	By:	 	 Eaton Vance Management as

	 Investment Advisor

		
	 By:
	 	/s/    MICHAEL B.
BOTTHOF        
	 Name:
	 	Michael B. Botthof
	 Title:
	 	Vice President


  










			
	Name of Lender:
	EATON VANCE CDO VI, LTD.
	 By: Eaton Vance Management as
 Investment
Advisor

		
	 By:
	 	/s/    MICHAEL B.
BOTTHOF        
	 Name:
	 	Michael B. Botthof
	 Title:
	 	Vice President


  










			
	Name of Lender:
	GRAYSON & CO
	 By: Boston Management and Research as
 Investment Advisor

		
	By:	 	/s/    MICHAEL B.
BOTTHOF        
	 Name:
	 	Michael B. Botthof
	 Title:
	 	Vice President


  










			
	Name of Lender:
	BIG SKY SENIOR LOAN FUND, LTD
	 By: Eaton Vance Management as
 Investment
Advisor

		
	By:	 	/s/    MICHAEL B.
BOTTHOF        
	 Name:
	 	Michael B. Botthof
	 Title:
	 	Vice President


  










			
	Name of Lender:
	TOLLI & CO.
	 By: Eaton Vance Management as
 Investment
Advisor

		
	By:	 	/s/    MICHAEL B.
BOTTHOF        
	 Name:
	 	Michael B. Botthof
	 Title:
	 	Vice President


  










			
	 Name of Lender:

	 Alliance Global Strategic Income Trust

		
	By:	 	/s/    SCOTT VAN DEN
BOSCH        
	 Name:
	 	Scott Van den bosch
	 Title:
	 	Vice President


  










			
	 Name of Lender:

	 New Alliance Global CDO, Limited

	By: Alliance Capital Management LP,
As Sub-advisor
	By: Alliance Capital Management Corporation as General Partner
		
	By:	 	/s/    SCOTT VAN DEN
BOSCH        
	 Name:
	 	Scott Van den bosch
	 Title:
	 	Vice President


  










			
	 Name of Lender:

	
	 Columbus Loan Funding Ltd.

	 By: Travelers Asset Management
 International
Company LLC

		
	By:	 	/s/    JOHN
O’CONNELL        
	 Name:
	 	John O’Connell
	 Title:
	 	Vice President


  










			
	 Name of Lender:

	
	 Citigroup Investments Corporate Loan Fund Inc.

	 By: Travelers Asset Management International
 Company LLC

		
	By:	 	/s/    JOHN
O’CONNELL        
	 Name:
	 	John O’Connell
	 Title:
	 	Vice President


  









  
 EXHIBIT A 
  
 Each of the undersigned hereby consents to the foregoing Amendment and hereby confirms and
agrees that (a) notwithstanding the effectiveness of such Amendment, each Loan Document to which it is party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the
effectiveness of such Amendment, each reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement as amended by such
Amendment and (b) the Collateral Documents to which each of the undersigned is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations (in each case, as defined therein)
except to the extent limited by the terms of the Collateral Documents. 
  

			
	 KEYSTONE AUTOMOTIVE HOLDINGS, INC.

		
	By:	 	/s/    BRYANT P. BYNUM        
	 Name:
	 	Bryant P. Bynum
	 Title:
	 	EVP/CFO
	
	 KEYSTONE AUTOMOTIVE OPERATIONS MIDWEST, INC.

		
	By:	 	/s/    BRYANT P. BYNUM        
	 Name:
	 	Bryant P. Bynum
	 Title:
	 	President & Treasurer
	
	 KEY COMP, INC.

		
	By:	 	/s/    BRYANT P. BYNUM        
	 Name:
	 	Bryant P. Bynum
	 Title:
	 	President & Treasurer


  










			
	 A&A AUTO PARTS STORES, INC.

		
	By:	 	/s/    BRYANT P. BYNUM        
	 Name:
	 	Bryant P. Bynum
	 Title:
	 	CFO/Treasurer
	
	 KEYSTONE AUTOMOTIVE DISTRIBUTORS, INC.

		
	By:	 	/s/    BRYANT P. BYNUM        
	 Name:
	 	Bryant P. Bynum
	 Title:
	 	President & Treasurer
	
	 AMERICAN SPECIALTY EQUIPMENT CORP.

		
	By:	 	/s/    BRYANT P. BYNUM        
	 Name:
	 	Bryant P. Bynum
	 Title:
	 	Chairman, President, Treasurer
	
	 KAO MANAGEMENT SERVICES, INC.

		
	By:	 	/s/    BRYANT P. BYNUM        
	 Name:
	 	Bryant P. Bynum
	 Title:
	 	President & Treasurer
	
	 KEYSTONE MARKETING SERVICES, INC.

		
	By:	 	/s/    BRYANT P. BYNUM        
	 Name:
	 	Bryant P. Bynum
	 Title:
	 	President & Treasurer


  










			
	 DRIVERFX.COM, INC.

		
	By:	 	/s/    BRYANT P. BYNUM        
	 Name:
	 	Bryant P. Bynum
	 Title:
	 	President & Treasurer
	
	 KEYSTONE AUTOMOTIVE OPERATIONS OF CANADA, INC.

		
	By:	 	/s/    BRYANT P. BYNUM        
	 Name:
	 	Bryant P. Bynum
	 Title:
	 	President & Treasurer