0001193125-06-062734 Sample Contracts

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • March 24th, 2006 • Keystone Automotive Industries Inc • Wholesale-motor vehicle supplies & new parts

This Amendment No. 1 to Credit Agreement (“Amendment”) dated as of March 20, 2006, is made with reference to the Credit Agreement dated as of October 14, 2005, by and among KEYSTONE AUTOMOTIVE INDUSTRIES, INC., a California corporation (“Borrower”), the lenders that are party thereto (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Administrative Agent”), as Administrative Agent for the Lenders (as amended from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for such terms in the Credit Agreement.

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Keystone Automotive Industries, Inc. Nonqualified Stock Option Award Agreement
Nonqualified Stock Option Award Agreement • March 24th, 2006 • Keystone Automotive Industries Inc • Wholesale-motor vehicle supplies & new parts • California

THIS AGREEMENT, effective , represents the grant of a nonqualified stock option (“Option”) by Keystone Automotive Industries, Inc. (the “Company”) to the Participant named below, pursuant to the provisions of the 2005 Omnibus Incentive Plan (the “Plan”).

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