KEYSTONE AUTOMOTIVE HOLDINGS, INC. BACKSTOP STOCK PURCHASE AGREEMENT Dated as of January 10, 2011Backstop Stock Purchase Agreement • January 14th, 2011 • Keystone Automotive Operations Inc • Wholesale-motor vehicle supplies & new parts • New York
THIS BACKSTOP STOCK PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of January 10, 2011, by and among (a) Keystone Automotive Holdings, Inc., a Delaware corporation (as in existence on the date hereof, as a debtor-in-possession and a reorganized debtor, as applicable, the “Company”), (b) each of the Affiliates of the Company listed on the signature pages hereto under the title “Debtors” (such Affiliates, each as in existence on the date hereof, as a debtor-in possession in the Chapter 11 Cases and as a reorganized debtor, as applicable, together with the Company, each a “Debtor” and, collectively, the “Debtors”) and (c) each of the undersigned entities listed on the signature pages hereto under the title “Backstop Equity Investors” (each, a “Backstop Equity Investor” and, collectively, the “Backstop Equity Investors”). Capitalized terms used in this Agreement are defined in Section 13.1 hereof.
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • January 14th, 2011 • Keystone Automotive Operations Inc • Wholesale-motor vehicle supplies & new parts • New York
This RESTRUCTURING SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 10, 2011, by and among (i) A&A Auto Parts Stores, Inc.; American Specialty Equipment Corp.; Arrow Speed Acquisition, LLC; DriverFx.com, Inc.; KAO Management Services, LLC; KeyComp, Inc.; Keystone Automotive Distributors Company, LLC; Keystone Automotive Holdings, Inc.; Keystone Automotive Operations, Inc.; Keystone Automotive Operations of Canada, Inc.; and Keystone Automotive Operations Midwest, Inc. (collectively, the “Company” or the “Debtors”) and (ii) Sphere Capital, LLC – Series A and Cetus Capital, LLC (each, a “Consenting Holder”) (each of the foregoing, a “Party,” and collectively, the “Parties”).
