Term Credit Agreement Dated As of January 12, 2007

Exhibit 10.25

EXECUTION VERSION


Published CUSIP Number:[ ]

TERM CREDIT AGREEMENT

Dated as of January 12, 2007 Among

KEYSTONE AUTOMOTIVE HOLDINGS, INC.,

KEYSTONE AUTOMOTIVE OPERATIONS, INC.,

as the Borrower,

The Lenders Party Hereto,

and

BANK OF AMERICA, N.A., as Administrative Agent, Syndication Agent and Documentation Agent


BANC OF AMERICA SECURITIES LLC

as

Lead Arranger and Book Manager

TABLE OF CONTENTS

Page ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS

Section 1.01. Defined Terms 1

Section 1.02. Other Interpretive Provisions 31

Section 1.03. Accounting Terms 32

Section 1.04. Rounding 32

Section 1.05. References to Agreements and Laws 32

Section 1.06. Times of Day 33 ARTICLE 2 THE LOANS

Section 2.01. Loans 33

Section 2.02. Borrowings, Conversions and Continuations of Loans 34

Section 2.03. Prepayments 36

Section 2.04. Termination or Reduction of Commitments 37

Section 2.05. Repayment of Loans 38

Section 2.06. Interest 38

Section 2.07. Fees 39

Section 2.08. Computation of Interest and Fees 39

Section 2.09. Evidence of Debt 39

Section 2.10. Payments Generally 39

Section 2.11. Sharing of Payments 41 ARTICLE 3 TAXES, YIELD PROTECTION AND ILLEGALITY

Section 3.01. Taxes 42

Section 3.02. Illegality 43

Section 3.03. Inability to Determine Rates 44

Section 3.04. Increased Cost and Reduced Return; Capital Adequacy 44

Section 3.05. Funding Losses 45

Section 3.06. Matters Applicable to all Requests for Compensation 45

Section 3.07. Obligation To Mitigate 46

Section 3.08. Survival 46 ARTICLE 4 CONDITIONS PRECEDENT

Section 4.01. Conditions to Borrowing 46


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Keystone Term Credit Agreement ARTICLE 5 REPRESENTATIONS AND WARRANTIES

Section 5.01. Existence, Qualification and Power; Compliance With Laws 50

Section 5.02. Authorization; No Contravention 50

Section 5.03. Governmental Authorization; Other Consents 51

Section 5.04. Binding Effect 51

Section 5.05. Financial Statements; No Material Adverse Effect 51

Section 5.06. Litigation 52

Section 5.07. No Default 52

Section 5.08. Ownership of Property; Liens 52

Section 5.09. Environmental Compliance 53

Section 5.10. Insurance 53

Section 5.11. Taxes 53

Section 5.12. ERISA Compliance 53

Section 5.13. Subsidiaries 54

Section 5.14. Margin Regulations; Investment Company Act; Public Utility Holding Company Act 54

Section 5.15. Disclosure 55

Section 5.16. Compliance With Laws 55

Section 5.17. Tax Shelter Regulations 55

Section 5.18. Intellectual Property; Licenses, Etc . 56

Section 5.19. Solvency 56

Section 5.20. Collateral 56 ARTICLE 6 AFFIRMATIVE COVENANTS

Section 6.01. Financial Statements 58

Section 6.02. Certificates; Other Information 59

Section 6.03. Notices 61

Section 6.04. Payment of Obligations 62

Section 6.05. Preservation of Existence, Etc . 63

Section 6.06. Maintenance of Properties 63

Section 6.07. Maintenance of Insurance 63

Section 6.08. Compliance With Laws 64

Section 6.09. Books and Records 64

Section 6.10. Inspection Rights; Information Regarding Collateral 64

Section 6.11. Use of Proceeds 65

Section 6.12. Additional Subsidiaries 65

Section 6.13. Security Interests; Further Assurances 65

Section 6.14. Interest Rate Protection 66

Section 6.15. Designated Senior Debt 66


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Keystone Term Credit Agreement ARTICLE 7 NEGATIVE COVENANTS

Section 7.01. Liens 67

Section 7.02. Investments 68

Section 7.03. Indebtedness; Off-Balance Sheet Liabilities 70

Section 7.04. Fundamental Changes 73

Section 7.05. Dispositions 73

Section 7.06. Restricted Payments 74

Section 7.07. Change in Nature of Business 76

Section 7.08. Transactions With Affiliates 77

Section 7.09. Burdensome Agreements 78

Section 7.10. Use of Proceeds 79

Section 7.11. Amendment Of Material Documents 79

Section 7.12. Fiscal Periods 79

Section 7.13. Capital Expenditures 79

Section 7.14. Pro-forma Calculations 79 ARTICLE 8 EVENTS OF DEFAULT AND REMEDIES

Section 8.01. Events of Default 80

Section 8.02. Remedies Upon Event of Default 82

Section 8.03. Application of Funds 83 ARTICLE 9 THE AGENTS

Section 9.01. Appointment and Authorization 84

Section 9.02. Delegation of Duties 84

Section 9.03. Liability of Agents 85

Section 9.04. Reliance by Agents 85

Section 9.05. Notice of Default 86

Section 9.06. Credit Decision; Disclosure of Information by Agents 86

Section 9.07. Indemnification of Agents 87

Section 9.08. Agent in its Individual Capacity 87

Section 9.09. Successor Administrative Agent 88

Section 9.10. Administrative Agent May File Proofs of Claim 88

Section 9.11. Collateral and Guaranty Matters 89

Section 9.12. Arrangers and Managers 90 ARTICLE 10 MISCELLANEOUS

Section 10.01. Amendments, Etc . 90

Section 10.02. Notices and Other Communications; Facsimile Copies 91


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Keystone Term Credit Agreement

Section 10.03. No Waiver; Cumulative Remedies 93

Section 10.04. Attorney Costs, Expenses and Taxes 93

Section 10.05. Indemnification by the Borrower 94

Section 10.06. Payments Set Aside 94

Section 10.07. Successors and Assigns 95

Section 10.08. Confidentiality 99

Section 10.09. Set-Off 100

Section 10.10. Interest Rate Limitation 100

Section 10.11. Counterparts 101

Section 10.12. Integration 101

Section 10.13. Survival of Representations and Warranties 101

Section 10.14. Severability 101

Section 10.15. Tax Forms 101

Section 10.16. Removal and Replacement of Lenders 104

Section 10.17. Delivery of Lender Addenda 105

Section 10.18. GOVERNING LAW 105

Section 10.19. WAIVER OF RIGHT TO TRIAL BY JURY 106

Section 10.20. No Advisory or Fiduciary Responsibility 106

Section 10.21. USA PATRIOT Act Notice 107

Section 10.22. ENTIRE AGREEMENT 107

SIGNATURES S-1


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Keystone Term Credit Agreement

SCHEDULES


1.01A Refinancing Indebtedness

2.01 Commitments and Pro Rata Shares

4.01 Jurisdictions of Organization and Foreign Qualifications

5.05(b) Supplement to Interim Financial Statements

5.05(d) Off-Balance Sheet Liabilities

5.08 Existing Real Properties

5.13 Subsidiaries and Other Equity Investments

7.01 Existing Liens

7.02 Existing Investments

7.03 Existing Indebtedness

7.08 Agreements with Affiliates

10.02 Administrative Agent' s Office, Certain Addresses for Notices EXHIBITS Form of

A Loan Notice

B Note

C Compliance Certificate

D Assignment and Assumption

E Guarantee and Security Agreement

F Lender Addendum

G Opinion Matters


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Keystone Term Credit Agreement

TERM CREDIT AGREEMENT This TERM CREDIT AGREEMENT (" Agreement" ) is entered into as of January 12, 2007 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., as Administrative Agent and Documentation Agent.

The Borrower has requested that the Lenders provide a term loan facility, and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE 1

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 . Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

" Administrative Agent" means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. " Administrative Agent' s Office" means the Administrative Agent' s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

" Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent.

" Advent" means Advent International Corp.

" Advent Advisory Agreement" means the Advisory Agreement dated October 30, 2003 between the Borrower and Advent, as in effect on such date.

" Affiliate" means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. " Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. " Controlling" and


Keystone Senior Credit Agreement

" Controlled" have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent. " Agents" means the Administrative Agent, the Collateral Agent, the Documentation Agent and the Syndication Agent. " Agent-Related Persons" means the Agents, together with their Affiliates (including, in the case of Bank of America, the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

" Aggregate Commitments" means the Commitments of all Lenders, which as of the Closing Date shall equal $200,000,000.

" Aggregate Loans" means the Loans of all Lenders.

" Agreement" means this Credit Agreement. " Applicable Rate" means (1) with respect to any Eurodollar Rate Loans, a rate per annum of 3.50% and (2) with respect to any Base Rate Loans, a rate per annum of 2.50%. The Applicable Rate with respect to any Incremental Loans shall be the rate specified in the Incremental Loan Amendment (as defined in Section 2.01(c)(ii)). " Approved Fund" means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

" Arranger" means Banc of America Securities LLC, in its capacity as lead arranger and book manager.

" Asset Sale" means any Disposition by Holdings or any Subsidiary (including the Borrower), other than (i) Dispositions described in clauses (a), (b), (c), (d), (e) and (f) of Section 7.05, (ii) the Retail Facilities Disposition or any Non-Core Disposition, to the extent the Net Cash Proceeds thereof are applied or contractually committed to be applied within 12 months after receipt thereof to purchase assets used or useful in the business of the Borrower and its Subsidiaries or to finance a Permitted Acquisition in reliance on Section 7.02(f) and, if contractually committed but not so applied within such 12 months, then so applied within 18 months after the receipt thereof (and, at the end of such 12 or 18 month period, as applicable, any amount of such Net Cash Proceeds not so applied or contractually committed to be applied shall be applied to repay the Loans in accordance with Section 2.03(b)), (iii) any Disposition or series of related Dispositions resulting in aggregate Net Cash Proceeds not exceeding (x)


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Keystone Term Credit Agreement

$1,000,000 for any single Disposition or series of related Dispositions or (y) $5,000,000 for all such Dispositions or series of related Dispositions consummated on or after the Closing Date, and (iv) any other Disposition described in Section 7.05 to the extent the Net Cash Proceeds thereof are applied or contractually committed to be applied within 12 months after receipt thereof to purchase assets used or useful in the business of the Borrower and its Subsidiaries (other than pursuant to a Permitted Acquisition) and, if contractually committed but not so applied within such 12 months, then so applied within 18 months after the receipt thereof (and, at the end of such 12 or 18 month period, as applicable, any amount of such Net Cash Proceeds not so applied or contractually committed to be applied shall be applied to repay the Loans in accordance with Section 2.03(b)).

" Assignee Group" means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

" Assignment and Assumption" means an Assignment and Assumption substantially in the form of Exhibit D.

" Attorney Costs" means and includes all fees, expenses and disbursements of any law firm or other external counsel (including, without limitation, with respect to third parties retained by such law firm or other external counsel in connection with this Agreement) and, without duplication, all expenses and disbursements of internal counsel.

" Attributable Indebtedness" means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP as if such lease were accounted for as a capital lease.

" Audited Financial Statements" means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2005, and the related consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto, which financial statements shall not be subject to any " going concern" or like qualifications or exceptions or any qualification or exception as to the scope of the audit conducted to prepare such financial statements.


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Keystone Term Credit Agreement

" Bain Advisory Agreement" means the Advisory Agreement dated October 30, 2003 between the Borrower and Bain Capital, as in effect on such date.

" Bain Capital" means Bain Capital Partners, LLC.

" Bank of America" means Bank of America, N.A. and its successors. " Base Rate" means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its " prime rate." The " prime rate" is a rate set by Bank of America based upon various factors including Bank of America' s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

" Base Rate Loan" means a Loan that bears interest based on the Base Rate.

" Borrower" has the meaning specified in the introductory paragraph hereto.

" Borrower' s Cash Collateral Account" means a Cash Collateral Account of the Borrower established and maintained pursuant to Section 11 of the Security Agreement.

" Borrowing" means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01(a). " Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent' s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

" Capex Basket Amount" means, for any fiscal year, an amount equal to (i) the sum of (A) $12,000,000 plus (or minus , in the case of dispositions) (B) 20% of the aggregate EBITDA Transaction Amount with respect to all Permitted Acquisitions (or dispositions) made by the Borrower and its Subsidiaries after the Closing Date and prior to the end of such fiscal year (such sum in this clause (i), the " Base Amount" ) plus (ii) any portion of the Base Amount for the


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Keystone Term Credit Agreement

immediately previous fiscal year that was not expended in such previous fiscal year for Capital Expenditures (the " Carryover Amount" ). Capital Expenditures shall be applied against the Carryover Amount for such fiscal year only to the extent the aggregate amount thereof exceeds the Base Amount for such fiscal year. Any Carryover Amount that is not expended in the first fiscal year in which it is available may not be carried over for expenditure in any subsequent fiscal year.

" Capital Expenditures" means, for any period, (a) the additions to property, plant and equipment and other capital expenditures of Holdings and its Subsidiaries that are (or would be) set forth in a consolidated statement of cash flows of Holdings and its Subsidiaries for such period prepared in accordance with GAAP and (b) any Synthetic Lease Obligations incurred by Holdings and its Subsidiaries during such period; provided that Capital Expenditures for such period shall not include (i) a Permitted Acquisition permitted by Section 7.02(f), (ii) a leasehold improvement paid for by a Loan Party on premises leased by such Loan Party, but only to the extent such Loan Party has been reimbursed by the landlord under such leasehold within 60 days of the incurrence of such expenditure, (iii) any such additions to the extent financed with the Net Cash Proceeds of an Asset Sale or with Insurance Proceeds within twelve months of the receipt thereof or (iv) exchanges and trade-ins of equipment, in each case to the extent otherwise included in " Capital Expenditures" for such period.

" Change of Control" means an event or series of events by which:

(a) after an Initial Public Offering is consummated, (i) any " person" or " group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the " beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have " beneficial ownership" of all securities that such person or group has the right to acquire (such right, an " option right" ), whether such right is exercisable immediately or only after the passage of time; " beneficially own" has the corresponding meaning), directly or indirectly, of a greater percentage of the Voting Securities of Holdings on a fully-diluted basis (and taking into account all such Voting Securities that such person or group has the right to acquire pursuant to any option right) than the percentage of such Voting Securities beneficially owned by the Sponsor or (ii) the Sponsor ceases to beneficially own, directly or indirectly, at least 25% of the Voting Securities of Holdings on a fully-diluted basis (and taking into account all such Voting Securities that such person or group has the right to acquire pursuant to any option right);

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Keystone Term Credit Agreement

(b) before an Initial Public Offering is consummated, the Sponsor ceases to be the " beneficial owner" , directly or indirectly, of at least 51% of the Voting Securities of Holdings on a fully-diluted basis (and taking into account all such Voting Securities that the Sponsor has the right to acquire pursuant to any option right);

(c) at any time from or after the consummation of an Initial Public Offering, during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of Holdings or the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors);

(d) Holdings ceases to be the " beneficial owner" , directly or indirectly, of 100% of the Voting Securities of the Borrower; or

(e) the occurrence of a " Change of Control" under the Senior Subordinated Notes or the Revolving Credit Facility.

" Closing Date" means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in the case of Section 4.01(c), waived by the Person entitled to receive the applicable payment). " Code" means the Internal Revenue Code of 1986, as amended. " Collateral" means any and all " Collateral" , as defined in any Security Document. " Collateral Agent" means Bank of America in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent.


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Keystone Term Credit Agreement

" Collateral and Guarantee Requirement" means the requirement that: (a) the Administrative Agent shall have received from each Loan Party either (i) a counterpart of the Security Agreement duly executed and delivered on behalf of such Loan Party or (ii) in the case of any Person that becomes a Loan Party after the Closing Date, a supplement to the Security Agreement, in the form specified therein, duly executed and delivered on behalf of such Loan Party;

(b) all outstanding Equity Interests in the Borrower and its Subsidiaries owned by or on behalf of any Loan Party shall have been pledged pursuant to the Security Agreement (except that the Loan Parties shall not be required to pledge more than 66% of the outstanding voting Equity Interests in any Foreign Subsidiary) and the Administrative Agent shall have received all certificates or other instruments in existence representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank; (c) all documents and instruments, including UCC financing statements and Mortgages (or, at the reasonable request of Borrower, modifications of existing mortgages), required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and perfect or record such Liens to the extent, and with the priority, required by, and subject to the limitations set forth in, the Security Agreement, shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording;

(d) the Administrative Agent shall have received (i) counterparts of a Mortgage (or, with respect to any existing mortgage, at the reasonable request of Borrower, modifications of such mortgage) with respect to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage (or modification of existing mortgage) as a valid first Lien on the Mortgaged Property described therein (or, with respect to a modification of an existing mortgage, a date-down endorsement to such applicable policy of title insurance), free of any other Liens except as expressly permitted by Section 7.01, together with such endorsements, coinsurance and reinsurance as the Administrative Agent or the Required Lenders may reasonably request and (iii) such surveys, abstracts, appraisals, legal opinions and other documents as the Administrative Agent or the Required Lenders may reasonably request with respect to any such Mortgage, modification of an existing mortgage or Mortgaged Property;


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Keystone Term Credit Agreement

(e) each Loan Party shall have obtained all consents and approvals reasonably required to be obtained by it in connection with the execution and delivery of all Security Documents to which it is a party, the performance of its obligations thereunder and the granting of the Liens granted by it thereunder; (f) each Loan Party shall have taken all other action reasonably required under the Security Documents to perfect, register and/or record the Liens granted by it thereunder; and

(g) any warehousemen, bailees or other similar Persons holding Collateral (including inventory) owned by the Loan Parties, shall have entered into agreements acknowledging the Transaction Liens, waiving any Liens in their favor and acknowledging the rights of the Administrative Agent under the Security Agreement.

" Commitment" means, as to each Lender, its obligation to make Loans to the Borrower pursuant to Section 2.01, in an aggregate principal amount not to exceed the amount set forth opposite such Lender' s name in the column entitled " Commitment" on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

" Commitment Letter" means the Commitment Letter dated December 6, 2006 among Bank of America, Banc of America Securities LLC, Holdings and the Borrower.

" Compensation Period" has the meaning specified in Section 2.10(c)(ii).

" Compliance Certificate" means a certificate substantially in the form of Exhibit C.

" Consolidated Adjusted EBITDA" means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) without duplication, the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) the provision for federal, state, local and foreign income or other similar taxes (including franchise taxes) payable by the Borrower and its Subsidiaries for such period, (iii) the amount of depreciation and amortization expense deducted in determining such Consolidated Net Income, (iv) management fees paid pursuant to the Bain Advisory Agreement or the Advent Advisory Agreement, (v) any non-capitalized transactions costs, fe ...