EX-10.99



 Exhibit 10.99 

August 12, 2014 
 The Coast
Distribution System, Inc. 
 350 Woodview Avenue 
 Morgan Hill,
California 95037 
  

	 	Re:	Eighteenth Amendment 

 Ladies and Gentlemen: 

The Coast Distribution System, Inc., a Delaware corporation (“Coast Delaware”), United Sales & Warehouse of Texas, Inc., a
Texas corporation (“United Sales”), C/P Products Corp., an Indiana corporation (“C/P”), Mohawk Trailer Supply, Inc., a New York corporation (“Mohawk”), and Les Systemes De Distribution Coast (Canada) Inc. The Coast
Distribution System (Canada) Inc., a corporation organized under the laws of the Province of Quebec (“Coast Canada”) (Coast Delaware, United Sales, C/P, Mohawk, and Coast Canada are referred to individually as “Borrower” and
collectively as “Borrowers”), and Bank of America, N.A., (in its individual capacity, “US Lender”), acting by and through Bank of America, N.A., a national banking association, as agent for US Lender (in such capacity,
“Agent”) and Bank of America, N.A. (acting through its Canada branch) (“Canadian Lender”), (US Lender, acting through Agent, and Canadian Lender are referred to collectively as “Lender”), have entered into that certain
Third Amended and Restated Loan and Security Agreement dated August 30, 2005 (the “Security Agreement”). From time to time thereafter, Borrowers and Lender may have executed various amendments (each an “Amendment” and
collectively the “Amendments”) to the Security Agreement (the Security Agreement and the Amendments hereinafter are referred to, collectively, as the “Agreement”). Borrowers and Lender now desire to further amend the Agreement as
provided herein, subject to the terms and conditions set forth hereinafter set forth. 
 NOW, THEREFORE, in consideration of the foregoing
recitals, the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 

 

	 	1.	The Agreement hereby is amended as follows: 

  

	 	(a)	Subsection 2(a)(iii) of the Agreement is hereby amended and restated in its entirety as follows: 


(iii) such reserves as Agent elects, in its Permitted Discretion, to establish from time to time, including, without
limitation, a reserve (a) of three (3) months’ rent for each leased location in which a landlord’s waiver acceptable to Agent in its sole discretion has not been executed and delivered to Agent, (b) with respect to Hedging
Obligations (which shall include, without limitation, the FX Reserve), in an amount determined by Agent in its Permitted Discretion and (c) an availability block of $1,000,000 until such time as Borrowers achieve a Fixed Charge Coverage Ratio
of 1:10 for a twelve month period ending on the last day of a fiscal quarter, provided, that the US Borrowing Base Availability shall in no event exceed the US Maximum Loan Sublimit, and provided further that the aggregate unpaid principal
balance of the US Revolving Credit Outstandings plus the aggregate unpaid principal balance of Canadian Revolving Credit Outstandings shall in no event exceed the Maximum Loan Limit. 

  
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	 	(b)	Subsection 4(c)(v) is hereby amended and restated in its entirety as follows: 


(c)(v) Amendment Fee. Borrowers shall pay to Lender a one-time fee of Ten Thousand and No/100 Dollars
($10,000.00), which shall be fully earned and payable on the date hereof. 
  

	 	(c)	Subsection 14(a) of the Agreement is hereby amended and restated in its entirety as follows: 


(a) Fixed Charge Coverage Ratio. 

Borrowers shall not permit their Fixed Charge Coverage Ratio for each period set forth below to be less than the ratio set
forth below for the corresponding period set forth below (it being understood that the Fixed Charge Coverage Ratio is not being measured for the fiscal quarter ending June 30, 2014): 

 

			
	 Period
	  	 Ratio

		
	For the 12 month period ending on September 30, 2014 and for each twelve (12) month period ending on the last day of each fiscal quarter thereafter	  	1.10:1.0

 2. Borrowers represent and warrant to Lender that this Amendment has been approved by all necessary corporate
action, and each individual signing below represents and warrants that he or she is fully authorized to do so. 
 3. Except as expressly
amended hereby and by any other supplemental documents or instruments executed by either party hereto in order to effectuate the transactions contemplated by this Amendment, the Agreement and all Exhibits thereto are ratified and confirmed by
Borrowers and Lender and remain in full force and effect in accordance with their terms. 
 4. This Amendment may be executed in any number
of counterparts, each of which shall be an original, but all of which, taken together, shall constitute one and the same agreement. This Amendment may be delivered by facsimile, and when so delivered will have the same force and effect as delivery
of an original signature. 
 5. Borrowers shall reimburse Lender for all reasonable attorney’s fees (whether for internal or outside
counsel) incurred by Lender in connection with the documentation and consummation of this Eighteenth Amendment to the Agreement. 
 6. Lender
shall have received a copy of this Amendment executed by Borrowers and Lender, together with the Guarantor’s Acknowledgment attached hereto, executed by each Guarantor, and payment of the “Amendment Fee” required to be paid pursuant
to Subsection 4(c)(v) hereof. 
 (Remainder of page intentionally blank; signatures follow) 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their proper and duly authorized officers as of the date first set forth above. 
  

			
	LENDER:
	
	BANK OF AMERICA, N.A., as Agent
		
	By:	 	/s/ JOHN W. MUNDSTOCK
	Title:	 	Senior Vice President


 
			
	
	BANK OF AMERICA, N.A., as US Lender
		
	By:	 	/s/ JOHN W. MUNDSTOCK
	Title:	 	Senior Vice President


 
			
	
	BANK OF AMERICA, N.A., acting through its Canadian branch, as Canadian Lender
		
	By:	 	/s/ MEDINA SALES De ANDRADE
	Title:	 	Vice President



  
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	BORROWERS:
	
	THE COAST DISTRIBUTION SYSTEM, INC.
		
	By:	 	/s/ SANDRA A. KNELL
	Title:	 	Chief Financial Officer
	
	UNITED SALES & WAREHOUSE OF TEXAS, INC.
		
	By:	 	/s/ SANDRA A. KNELL
	Title:	 	Executive Vice President
	
	C/P PRODUCTS, CORP.
		
	By:	 	/s/ SANDRA A. KNELL
	Title:	 	Executive Vice President
	
	MOHAWK TRAILER SUPPLY, INC.
		
	By:	 	/s/ SANDRA A. KNELL
	Title:	 	Executive Vice President
	
	LES SYSTEMES DE DISTRIBUTION COAST (CANADA) INC. THE COAST DISTRIBUTION SYSTEM (CANADA) INC.
		
	By:	 	/s/ SANDRA A. KNELL
	Title:	 	Executive Vice President



  
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 GUARANTOR’S ACKNOWLEDGMENT 

The undersigned guarantor acknowledges that Bank of America, N.A., (in its individual capacity, “US Lender”), acting by and through
Bank of America, N.A., as agent for US Lender (in such capacity, “Agent”) and Bank of America, N.A. (acting through its Canada branch), (“Canadian Lender”) (US Lender, acting through Agent, and Canadian Lender are referred to
collectively as “Lender”) have no obligation to provide it with notice of, or to obtain its consent to, the terms of the foregoing Eighteenth Amendment (the “Eighteenth Amendment”) to the Third Amended and Restated Loan and
Security Agreement dated August 30, 2005, as amended, modified or supplemented from time to time. The undersigned guarantor nevertheless: (i) acknowledges and agrees to the terms and conditions of the Eighteenth Amendment; and
(ii) acknowledges that its guaranty remains fully valid, binding, and enforceable. 
  

			
	9002-1288 QUEBEC INC.
		
	By:	 	/s/ SANDRA A. KNELL
	Title:	 	Executive Vice President



  
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