CREDIT AND GUARANTY AGREEMENT dated as of February 15, 2011 among KEYSTONE AUTOMOTIVE OPERATIONS, INC., KEYSTONE AUTOMOTIVE HOLDINGS, INC., CERTAIN SUBSIDIARIES OF KEYSTONE AUTOMOTIVE OPERATIONS, INC., as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS...Credit and Guaranty Agreement • February 17th, 2011 • Keystone Automotive Operations Inc • Wholesale-motor vehicle supplies & new parts • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of February 15, 2011, is entered into by and among KEYSTONE AUTOMOTIVE OPERATIONS, INC., a Pennsylvania corporation, as Borrower and, if the Chapter 11 Cases have commenced, as debtor-in-possession and, upon the Plan Effective Date, as reorganized debtor (the “Borrower”), KEYSTONE AUTOMOTIVE HOLDINGS, INC., a Delaware corporation, and, if the Chapter 11 Cases have commenced, as debtor-in-possession and, upon the Plan Effective Date, as reorganized debtor (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS LENDING PARTNERS LLC (“Goldman Sachs”), as Syndication Agent (in such capacity, “Syndication Agent”), and GOLDMAN SACHS, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”).
REVOLVING CREDIT AGREEMENT dated as of February 15, 2011 among KEYSTONE AUTOMOTIVE HOLDINGS, INC., as Holdings, KEYSTONE AUTOMOTIVE OPERATIONS, INC., as the Borrower, The Lenders Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent, Issuing...Revolving Credit Agreement • February 17th, 2011 • Keystone Automotive Operations Inc • Wholesale-motor vehicle supplies & new parts • New York
This REVOLVING CREDIT AGREEMENT (this “Agreement”) is entered into as of February 15, 2011 among KEYSTONE AUTOMOTIVE HOLDINGS, INC., a Delaware corporation (“Holdings”), KEYSTONE AUTOMOTIVE OPERATIONS, INC., a Pennsylvania corporation (the “Borrower”), each Lender and registered assigns from time to time party hereto, and BANK OF AMERICA, N.A., (together with its successors, “Bank of America”), as Administrative Agent, Issuing Bank and Swingline Lender.
THIRD AMENDMENT AND JOINDER TO THE RESTRUCTURING SUPPORT AGREEMENTThe Restructuring Support Agreement • February 17th, 2011 • Keystone Automotive Operations Inc • Wholesale-motor vehicle supplies & new parts • New York
This THIRD AMENDMENT AND JOINDER (this “Agreement”), dated as of February 15, 2011, is made 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. (“Holdings”); Keystone Automotive Operations, Inc. (“Operations”); Keystone Automotive Operations of Canada, Inc.; and Keystone Automotive Operations Midwest, Inc. (collectively, the “Company”), (ii) Sphere Capital, LLC – Series A and Cetus Capital, LLC (each, a “Consenting Holder”), (iii) Edward H. Orzetti, Richard S. Paradise, Patrick Judge, Murthy K. Sathya, Kevin J. Canavan, Rudy Esteves, Christian R. Koshinski, William C. Rogers, Christopher Patti, Gerard K. Guiler, Michael O’Donovan, Ralph Ruzzi, Joseph T. Santangelo and William L. Brady (each, a “Management Holder”), (iv) Bain Capital Fund VII, LLC, Bain Capital, LLC and Bain Capital
SECOND AMENDMENT TO THE RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • February 17th, 2011 • Keystone Automotive Operations Inc • Wholesale-motor vehicle supplies & new parts • New York
SECOND AMENDMENT, dated as of February 7, 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.
