0001193125-11-021650 Sample Contracts

FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • February 2nd, 2011 • Keystone Automotive Operations Inc • Wholesale-motor vehicle supplies & new parts • New York

FIRST AMENDMENT, dated as of January 31, 2011 (the “Amendment”), to that certain Restructuring Support Agreement (together with exhibits, annexes and attachments thereto, the “RSA”), dated 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; Key Comp, 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”) 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”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the RSA.

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