Keystone Marketing Services Inc – REGISTRATION RIGHTS AGREEMENT (January 27th, 2004)EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT by and among Keystone Automotive Operations, Inc. and the Guarantors party hereto and Banc of America Securities LLC UBS Securities LLC Dated as of October 30, 2003 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of October 30, 2003, by and among Keystone Automotive Operations, Inc., a Pennsylvania corporation (the "Company"), the subsidiaries of the Company party hereto (the "Guarantors"), Banc of America Securities LLC and UBS Securities LLC (each, an "Initial Purchaser" and, collectively, the "Initial Purchasers"), each of whom has agreed to
Keystone Marketing Services Inc – 2003 EXECUTIVE STOCK OPTION PLAN (January 27th, 2004)EXHIBIT 10.13 KEYSTONE AUTOMOTIVE HOLDINGS, INC. ---------------------------------- 2003 EXECUTIVE STOCK OPTION PLAN -------------------------------- 1. Purpose of Plan. This 2003 Executive Stock Option Plan (this "Plan") of Keystone Automotive Holdings, Inc., a Delaware corporation (the "Company"), is designed to provide incentives to such present and future officers, directors and employees of the Company or its Subsidiaries as may be selected in the sole discretion of the Board, and to such consultants or advisors to the Company as the chief executive officer of the Company shall recommend and the Board shall approve as performing services for the Company or its Subsidiaries which in the sole discretion of the Board merit participation in this Plan (collectively, the "Participants" and each, a "Participant"), thr
Keystone Marketing Services Inc – ADVISORY AGREEMENT (January 27th, 2004)EXHIBIT 10.15 EXECUTION COPY ADVISORY AGREEMENT ------------------ This Advisory Agreement (this "Agreement") is made and entered into as of October 30, 2003 by and between Keystone Automotive Operations, Inc., a Pennsylvania corporation (the "Company"), and Advent International Corporation, a Delaware corporation ("Advent"). WHEREAS, the Company and Bain Capital LLC ("Bain") have entered into an Advisory Agreement, dated as of October 30, 2003 (as amended, restated or modified from time to time, the "Bain Agreement"), pursuant to which the Company will pay Bain (or its designees) an annual advisory services fee pursuant to Section 3 thereof (the "Bain Fee"). NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parti
Keystone Marketing Services Inc – EMPLOYMENT AGREEMENT (January 27th, 2004)EXHIBIT 10.9 EXECUTION COPY EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of October 30, 2003, by and between Keystone Automotive Holdings, Inc., a Delaware corporation (the "Company"), and Patrick Judge, Sr. ("Executive"). The execution and delivery of this Agreement by the Company and Executive are conditions to (i) the merger (the "Merger") described in the Agreement and Plan of Merger dated August 29, 2003 by and among the Company, Keystone Automotive Operations, Inc. ("Keystone"), Keystone Merger Sub, Inc. and LAGE, LLC, in its capacity as holder representative (the "Merger Agreement"). References in Sections 5, 6 and 7 hereof to the Company and its Subsidiaries include all predecessor entities which conducted the
Keystone Marketing Services Inc – STOCKHOLDERS AGREEMENT (January 27th, 2004)EXHIBIT 10.5 EXECUTION COPY STOCKHOLDERS AGREEMENT ---------------------- THIS STOCKHOLDERS AGREEMENT (this "Agreement") is made as of October 30, 2003 by and among (i) Keystone Automotive Holdings, Inc., a Delaware corporation (the "Company"), (ii) each of the Persons listed on Schedule I attached hereto (collectively, the "Bain Group") and (iii) each of the other Persons listed on the signature pages attached hereto (each such other Person listed on the signature pages attached hereto, the Bain Group and each other Person who from time to time becomes a party hereto by executing and delivering a joinder substantially in the form attached hereto as Exhibit A are collectively referred to herein as the "Stockholders" and each, individually, as a "Stockholder"). WHEREAS, the Company,
Keystone Marketing Services Inc – AGREEMENT AND PLAN OF MERGER (January 27th, 2004)EXHIBIT 10.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER dated August 29, 2003 by and among KEYSTONE AUTOMOTIVE HOLDINGS, INC., KEYSTONE MERGER SUB, INC., KEYSTONE AUTOMOTIVE OPERATIONS, INC. and LAGE LLC, AS HOLDER REPRESENTATIVE TABLE OF CONTENTS ----------------- Page ---- ARTICLE I CERTAIN DEFINITIONS..............................................2 Section 1.
Keystone Marketing Services Inc – ADVISORY AGREEMENT (January 27th, 2004)EXHIBIT 10.14 EXECUTION COPY ADVISORY AGREEMENT ------------------ This Advisory Agreement (this "Agreement") is made and entered into as of October 30, 2003 by and between Keystone Automotive Operations, Inc., a Pennsylvania corporation (the "Company"), and Bain Capital, LLC, a Delaware limited liability company ("Bain"). In consideration of the premises and the mutual covenants contained herein, the parties agree as follows: 1. Term. This Agreement shall be in effect for a term commencing on the date hereof and ending on December 31, 2013 (the "Term"), and shall be automatically extended thereafter on a year to year basis unless the Company or Bain provides written notice of its desire to terminate this Agreement to the other party at least 90 days prior
Keystone Marketing Services Inc – TERM LOAN AGREEMENT (January 27th, 2004)EXHIBIT 10.4 EXECUTION COPY ================================================================================ TERM LOAN AGREEMENT Dated as of October 30, 2003 Among KEYSTONE AUTOMOTIVE HOLDINGS, INC., The Lenders Party Hereto, and BANK OF AMERICA, N.A., as Administrative Agent ================================================================================ TABLE OF CONTENTS Page ----
Keystone Marketing Services Inc – VOTING AGREEMENT AND IRREVOCABLE PROXY (January 27th, 2004)EXHIBIT 10.17 VOTING AGREEMENT AND IRREVOCABLE PROXY THIS VOTING AGREEMENT AND IRREVOCABLE PROXY, dated as of August 29, 2003 (the "Agreement"), is by and among KEYSTONE AUTOMOTIVE HOLDINGS, INC., a Delaware corporation ("Acquiror"), KEYSTONE AUTOMOTIVE OPERATIONS, INC., a Pennsylvania corporation (the "Company"), the individuals and entities listed in Exhibit A attached hereto (the "Shareholders") and LAGE LLC, a Delaware limited liability corporation (the "Holder Representative"). W I T N E S S E T H: WHEREAS, Acquiror, Keystone Merger Sub, Inc., a Pennsylvania corporation and a wholly-owned subsidiary of Acquiror ("Merger Sub"), the Company, and the Holder Representative propose to enter into an Agreement and Plan of Merger, dated today's date (as such agreement may hereafter be amended, restated or otherwise modified from time to time, the
Keystone Marketing Services Inc – VOTING AGREEMENT AND IRREVOCABLE PROXY (January 27th, 2004)EXHIBIT 10.17(A) FIRST AMENDMENT TO VOTING AGREEMENT AND IRREVOCABLE PROXY The undersigned parties to that certain Voting Agreement and Irrevocable Proxy (the "Agreement"), dated as of August 29, 2003, by and among Keystone Automotive Holdings, Inc., a Delaware corporation, Keystone Automotive Operations, Inc., a Pennsylvania corporation, and the Shareholders (as defined therein) desire to amend, as of October 15, 2003, the Agreement in the manner set forth herein. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Agreement. 1. Amendment. (a) The first sentence of Section 1(a) of the Agreement is hereby amended and restated to read in its entirety as follows: "Each shareholder hereby agrees that during the period commencing on the date hereof and continuing u
Keystone Marketing Services Inc – CREDIT AGREEMENT (January 27th, 2004)EXHIBIT 10.2 EXECUTION COPY ================================================================================ CREDIT AGREEMENT Dated as of October 30, 2003 Among KEYSTONE AUTOMOTIVE HOLDINGS, INC., KEYSTONE AUTOMOTIVE OPERATIONS, INC. as the Borrower, The Lenders Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, UBS SECURITIES LLC, as Syndication Agent, PNC BANK, NATIONAL ASSOCIATION, as Documentation
Keystone Marketing Services Inc – EMPLOYMENT AGREEMENT (January 27th, 2004)EXHIBIT 10.10 EXECUTION COPY EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of October 30, 2003, by and between Keystone Automotive Holdings, Inc., a Delaware corporation (the "Company"), and Richard Pointkowski ("Executive"). The execution and delivery of this Agreement by the Company and Executive are conditions to (i) the merger (the "Merger") described in the Agreement and Plan of Merger dated August 29, 2003 by and among the Company, Keystone Automotive Operations, Inc. ("Keystone"), Keystone Merger Sub, Inc. and LAGE, LLC, in its capacity as holder representative (the "Merger Agreement"). References in Sections 5, 6 and 7 hereof to the Company and its Subsidiaries include all predecessor entities which conducted th
Keystone Marketing Services Inc – REGISTRATION RIGHTS AGREEMENT (January 27th, 2004)EXHIBIT 10.6 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of October 30, 2003 by and among (i) Keystone Automotive Holdings, Inc., a Delaware corporation (the "Company"), (ii) each of the Persons listed on Schedule I attached hereto (collectively, the "Bain Group") and (iii) each other Person listed on the signature pages hereto (each such other Person listed on the signature pages hereto, the Bain Group and each other Person who from time to time becomes a party hereto by executing and delivering a joinder in the form attached hereto as Exhibit A are collectively referred to herein as the "Stockholders" and each as a "Stockholder"). Capitalized terms used herein and not otherwise defined herein shall
Keystone Marketing Services Inc – EMPLOYMENT AGREEMENT (January 27th, 2004)EXHIBIT 10.11 EXECUTION COPY EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of October 30, 2003, by and between Keystone Automotive Holdings, Inc., a Delaware corporation (the "Company"), and Philip Avvisato ("Executive"). The execution and delivery of this Agreement by the Company and Executive are conditions to (i) the merger (the "Merger") described in the Agreement and Plan of Merger dated August 29, 2003 by and among the Company, Keystone Automotive Operations, Inc. ("Keystone"), Keystone Merger Sub, Inc. and LAGE, LLC, in its capacity as holder representative (the "Merger Agreement"). References in Sections 5, 6 and 7 hereof to the Company and its Subsidiaries include all predecessor entities which conducted the bu
Keystone Marketing Services Inc – CONTRIBUTION AGREEMENT (January 27th, 2004)EXHIBIT 10.16 EXECUTION COPY CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of October 30, 2003 by and among Keystone Automotive Holdings, Inc., a Delaware corporation ("Parent"); Keystone Merger Sub, Inc., a Pennsylvania corporation and a wholly-owned subsidiary of Parent ("Merger Sub"); the shareholders of Keystone Automotive Operations, Inc., a Pennsylvania corporation (the "Company"), set forth on Schedule I attached hereto (collectively, the "Rolling Shareholders"); the entities set forth on Schedule II attached hereto (collectively, the "Bain Contributors"); the entities set forth on Schedule III attached hereto (collectively, the "Advent Contributors"); the entities set forth on Schedule IV attached hereto (collectively, the "Bear Stearns Contributors"); R
Keystone Marketing Services Inc – GUARANTEE AND SECURITY AGREEMENT (January 27th, 2004)EXHIBIT 10.3 EXECUTION COPY GUARANTEE AND SECURITY AGREEMENT dated as of October 30, 2003 among KEYSTONE AUTOMOTIVE OPERATIONS, INC. THE GUARANTORS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent TABLE OF CONTENTS Page ---- SECTION 1. Definitions................................................ 2 SECTION 2. Guarantees by Guarantors................................
Keystone Marketing Services Inc – Indenture (January 27th, 2004)EXHIBIT 4.1 KEYSTONE AUTOMOTIVE OPERATIONS, INC., as Issuer, the Guarantors party hereto and THE BANK OF NEW YORK, as Trustee -------------------------------- Indenture Dated as of October 30, 2003 -------------------------------- 9 3/4% Senior Subordinated Notes due 2013 ---------- CROSS-REFERENCE TABLE --------------------- TIA Sections Indenture Sections ------------ ------------------ Section 31
Keystone Marketing Services Inc – EMPLOYMENT AGREEMENT (January 27th, 2004)EXHIBIT 10.7 EXECUTION COPY EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of October 30, 2003, by and between Keystone Automotive Holdings, Inc., a Delaware corporation (the "Company"), and Robert S. Vor Broker ("Executive"). The execution and delivery of this Agreement by the Company and Executive are conditions to (i) the merger (the "Merger") described in the Agreement and Plan of Merger dated August 29, 2003 by and among the Company, Keystone Automotive Operations, Inc. ("Keystone"), Keystone Merger Sub, Inc. and LAGE, LLC, in its capacity as holder representative (the "Merger Agreement"). References in Sections 5, 6 and 7 hereof to the Company and its Subsidiaries include all predecessor entities which conducted t
Keystone Marketing Services Inc – EMPLOYMENT AGREEMENT (January 27th, 2004)EXHIBIT 10.8 EXECUTION COPY EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of October 30, 2003, by and between Keystone Automotive Holdings, Inc., a Delaware corporation (the "Company"), and Bryant P. Bynum ("Executive"). The execution and delivery of this Agreement by the Company and Executive are conditions to (i) the merger (the "Merger") described in the Agreement and Plan of Merger dated August 29, 2003 by and among the Company, Keystone Automotive Operations, Inc. ("Keystone"), Keystone Merger Sub, Inc. and LAGE, LLC, in its capacity as holder representative (the "Merger Agreement"). References in Sections 5, 6 and 7 hereof to the Company and its Subsidiaries include all predecessor entities which conducted the bu
