Revolving Credit Agreement Dated As of January 12, 2007

Exhibit 10.26

EXECUTION VERSION


REVOLVING CREDIT AGREEMENT

Dated as of January 12, 2007 Among

KEYSTONE AUTOMOTIVE HOLDINGS, INC.,

KEYSTONE AUTOMOTIVE OPERATIONS, INC.,

as the Borrower,

The Lenders Party Hereto,

BANK OF AMERICA, N.A.,

as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender


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 37

Section 1.03. Accounting Terms 37

Section 1.04. Rounding 38

Section 1.05. References to Agreements and Laws 38

Section 1.06. Times of Day 39

Section 1.07. Letter of Credit Amounts 39 ARTICLE 2 THE CREDITS

Section 2.01. Commitments and Borrowing Base Determination 39

Section 2.02. Loans 40

Section 2.03. Borrowing Procedure 42

Section 2.04. Evidence of Debt; Repayment of Loans 43

Section 2.05. Fees 44

Section 2.06. Interest on Loans 46

Section 2.07. Termination and Reduction of Commitments 47

Section 2.08. Interest Elections 47

Section 2.09. Optional and Mandatory Prepayments of Loans 49

Section 2.10. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 51

Section 2.11. Defaulting Lenders 53

Section 2.12. Swingline Loans 55

Section 2.13. Letters of Credit 56

Section 2.14. Determination of Borrowing Base 62

Section 2.15. Increase in Revolving Commitments 68

Section 2.16. Reserves; Changes to Reserves 69

Section 2.17. Settlement Amongst Lenders 70 ARTICLE 3 TAXES, YIELD PROTECTION AND ILLEGALITY

Section 3.01. Taxes 71

Section 3.02. Illegality 72

Section 3.03. Inability to Determine Rates 73

Section 3.04. Increased Cost and Reduced Return; Capital Adequacy 73

Section 3.05. Funding Losses 74

Section 3.06. Matters Applicable to all Requests for Compensation 74


i

Keystone Senior Credit Agreement

Section 3.07. Obligation To Mitigate 75

Section 3.08. Survival 75 ARTICLE 4 CONDITIONS PRECEDENT

Section 4.01. Conditions to the Initial Credit Extension 75

Section 4.02. Conditions to All Credit Extensions 79 ARTICLE 5 REPRESENTATIONS AND WARRANTIES

Section 5.01. Existence, Qualification and Power; Compliance With Laws 80

Section 5.02. Authorization; No Contravention 81

Section 5.03. Governmental Authorization; Other Consents 81

Section 5.04. Binding Effect 81

Section 5.05. Financial Statements; No Material Adverse Effect 82

Section 5.06. Litigation 82

Section 5.07. No Default 83

Section 5.08. Ownership of Property; Liens 83

Section 5.09. Environmental Compliance 83

Section 5.10. Insurance 83

Section 5.11. Taxes 84

Section 5.12. ERISA Compliance 84

Section 5.13. Subsidiaries 85

Section 5.14. Margin Regulations; Investment Company Act; Public Utility Holding Company Act 85

Section 5.15. Disclosure 85

Section 5.16. Compliance With Laws 86

Section 5.17. Tax Shelter Regulations 86

Section 5.18. Intellectual Property; Licenses, Etc . 86

Section 5.19. Solvency 87

Section 5.20. Collateral 87

Section 5.21. Supply Agreements 88 ARTICLE 6 AFFIRMATIVE COVENANTS

Section 6.01. Financial Statements 89

Section 6.02. Certificates; Other Information 90

Section 6.03. Notices 92

Section 6.04. Payment of Obligations 93

Section 6.05. Preservation of Existence, Etc . 94

Section 6.06. Maintenance of Properties 94

Section 6.07. Maintenance of Insurance 94

ii

Keystone Revolving Credit Agreement

Section 6.08. Compliance With Laws 94

Section 6.09. Books and Records 95

Section 6.10. Inspection Rights; Information Regarding Collateral 95

Section 6.11. Use of Proceeds 96

Section 6.12. Additional Subsidiaries 96

Section 6.13. Security Interests; Further Assurances 96

Section 6.14. Interest Rate Protection 97

Section 6.15. Designated Senior Debt 97

Section 6.16. Borrowing Base-Related Reports 97

Section 6.17. Borrowing Base Verification; Inventory Appraisals 98

Section 6.18. Physical Inventories 99 ARTICLE 7 NEGATIVE COVENANTS

Section 7.01. Liens 99

Section 7.02. Investments 101

Section 7.03. Indebtedness; Off-Balance Sheet Liabilities 102

Section 7.04. Fundamental Changes 105

Section 7.05. Dispositions 105

Section 7.06. Restricted Payments 106

Section 7.07. Change in Nature of Business 109

Section 7.08. Transactions With Affiliates 109

Section 7.09. Burdensome Agreements 110

Section 7.10. Use of Proceeds 111

Section 7.11. Amendment of Material Documents 111

Section 7.12. Fiscal Periods 111

Section 7.13. Capital Expenditures 111

Section 7.14. Financial Covenants 111

Section 7.15. Pro-forma Calculations 112 ARTICLE 8 EVENTS OF DEFAULT AND REMEDIES

Section 8.01. Events of Default 113

Section 8.02. Remedies Upon Event of Default 115 ARTICLE 9 THE AGENTS

Section 9.01. Appointment and Authorization 116

Section 9.02. Delegation of Duties 116

Section 9.03. Liability of Agents 117

Section 9.04. Reliance by Agents 117

Section 9.05. Notice of Default 118

iii

Keystone Revolving Credit Agreement

Section 9.06. Credit Decision; Disclosure of Information by Agents 118

Section 9.07. Indemnification of Agents 119

Section 9.08. Agent in Its Individual Capacity 119

Section 9.09. Successor Administrative Agent 120

Section 9.10. Administrative Agent May File Proofs of Claim 121

Section 9.11. Collateral and Guaranty Matters 121

Section 9.12. Arrangers and Managers 123

Section 9.13. Additional Loans 123 ARTICLE 10 LC COLLATERAL ACCOUNT; APPLICATION OF COLLATERAL PROCEEDS

Section 10.01. LC Collateral Account 124

Section 10.02. Application of Funds 124 ARTICLE 11 MISCELLANEOUS

Section 11.01. Amendments, Etc . 126

Section 11.02. Notices and Other Communications; Facsimile Copies 127

Section 11.03. No Waiver; Cumulative Remedies 129

Section 11.04. Attorney Costs, Expenses and Taxes 129

Section 11.05. Indemnification by the Borrower 129

Section 11.06. Payments Set Aside 130

Section 11.07. Successors and Assigns 131

Section 11.08. Confidentiality 135

Section 11.09. Set-off 136

Section 11.10. Interest Rate Limitation 136

Section 11.11. Counterparts 136

Section 11.12. Integration 136

Section 11.13. Survival 137

Section 11.14. Severability 137

Section 11.15. Tax Forms 137

Section 11.16. Removal and Replacement of Lenders 140

Section 11.17. Delivery of Lender Addenda 141

Section 11.18. GOVERNING LAW 141

Section 11.19. WAIVER OF RIGHT TO TRIAL BY JURY 142

Section 11.20. No Advisory or Fiduciary Responsibility 142

Section 11.21. USA PATRIOT Act Notice 143

Section 11.22. ENTIRE AGREEMENT 143

SIGNATURES S-1

iv

Keystone Revolving Credit Agreement

SCHEDULES

I Existing Letters of Credit

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

5.21 Supply Agreements

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 Note

B Interest Election Request

C Compliance Certificate

D Assignment and Assumption

E Lender Addendum

F Opinion Matters

G Borrowing Request

H Joinder Agreement

I Landlord Waiver and Access Agreement

J Borrowing Base Certificate

K Guarantee and Security Agreement

L LC Request

v

Keystone Revolving Credit Agreement

REVOLVING CREDIT AGREEMENT This REVOLVING 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.

WHEREAS, the Borrower has requested that the Lenders provide a revolving credit facility, consisting of credit in the form of Revolving Loans at any time and from time to time prior to the Revolving Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $125.0 million. WHEREAS, the Borrower has requested that the Swingline Lender make Swingline Loans, at any time and from time to time prior to the Revolving Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $7.0 million.

WHEREAS, the Borrower has requested that the Issuing Bank issue letters of credit, in an aggregate face amount at any time outstanding not in excess of $25.0 million, to support payment obligations incurred in the ordinary course of business by the Borrower and its Subsidiaries. WHEREAS, the proceeds of the Loans are to be used in accordance with Section 6.11. NOW, THEREFORE, the Lenders are willing to extend such credit to the Borrower and the Issuing Bank is willing to issue letters of credit for the account of the Borrower on the terms and subject to the conditions set forth herein. Accordingly, 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:

" Accounts" means all " accounts," as such term is defined in the UCC as in effect on the date hereof in the State of New York, in which any Person now or hereafter has rights.


Keystone Senior Credit Agreement

" Account Debtor" means any Person who may become obligated to another Person under, with respect to, or on account of, an Account.

" 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 Agent Fees" shall have the meaning assigned to such term in Section 2.05(b). " 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 " 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 in its capacity as the Administrative Agent and the Syndication Agent, the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

" Aggregate Commitments" means, at any time, the aggregate amount of the Revolving Commitments of all Lenders.


2

Keystone Revolving Credit Agreement

" Aggregate Exposures" means, at any time, the sum of (i) the aggregate Outstanding Amount of all Loans plus (ii) the LC Exposure, each determined at such time.

" Agreement" means this Credit Agreement.

" Applicable Fee" means, for any day, with respect to any Revolving Loan, the applicable percentage set forth in Annex I under the caption " Applicable Fee" .

" Applicable Margin" means, for any day, with respect to any Revolving Loan, the applicable percentage set forth in Annex I under the appropriate caption.

" 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 outstanding loans under the Term Loan Facility if and to the extent required pursuant to the Term Loan Facility), (iii) any Disposition or series of related Dispositions resulting in aggregate Net Cash Proceeds not exceeding (x) $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, 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 outstanding loans under the Term Loan Facility if and to the extent required pursuant to the Term Loan Facility).


3

Keystone Revolving Credit Agreement

" 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. " Availability Reserves" means, without duplication of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria, such reserves as the Administrative Agent, from time to time determines in its Permitted Discretion.

" 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.

" Bank Product Agreements" means any agreement for services provided to any Loan Party by any Lender or any of its Affiliates (other than those


4

Keystone Revolving Credit Agreement

constituting a Cash Management Agreement), on account of (a) credit cards, (b) purchase cards, and (c) Swap Contracts. " 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 any Loan or Borrowing that bears interest based on the Base Rate.

" Base Rate Revolving Loan" means any Revolving Loan bearing interest at a rate determined by reference to the Base Rate in accordance with the provisions of Article II.

" Base Revolving Borrowing" means a Borrowing comprised of Base Rate Revolving Loans.

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

" Borrowing" means (a) Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Revolving Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan. " Borrowing Base" means at any time, subject to adjustment as provided in Section 2.14, an amount equal to the sum of, without duplication:

(i) the book value of Eligible Accounts of the Loan Parties, net of Receivables Reserves, multiplied by the advance rate of 85%, plus

(ii) the advance rate of 85% of the Net Recovery Cost Percentage multiplied by the Cost of Eligible Inventory, net of Inventory Reserves, of the Loan Parties, minus

(iii) any Availability Reserves established from time to time by the Administrative Agent in accordance with Section 2.16:


5

Keystone Revolving Credit Agreement

provided that , prior to the receipt of a satisfactory appraisal of the Inventory and completion of a field audit of the Borrowing Base as set out in Section 4.01(l) and 6.17, the Borrowing Base shall equal the lesser of:

(i) $45 million and

(ii) the sum of 50% of the book value of the Borrower' s accounts receivable and 20% of the book value of the Borrower' s Inventory.

The Borrowing Base at any time shall (subject to the proviso above) be determined by reference to the most recent Borrowing Base Certificate theretofore delivered to the Administrative Agent and the Collateral Agent.

" Borrowing Base Certificate" means an Officers' Certificate from the Borrower, substantially in the form of, and containing the information prescribed by, Exhibit K (or such other form approved by the Administrative Agent) delivered to the Administrative Agent setting forth the Borrower' s calculation of the Borrowing Base.

" Borrowing Request" means a request by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit G, or such other form as shall be approved by the Administrative Agent.

" 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 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


6

Keystone Revolving Credit Agreement

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.

" Cash Dominion Event" shall have the meaning set forth in Section 2.04(f).

" Cash Management Agreement" means any agreement evidencing one or more of the following types or services or facilities provided to any Loan Party by any Lender or any of its Affiliates: (a) ACH transactions, (b) cash management, including, without limitation, controlled disbursement services, (c) foreign exchange facilities, (d) credit cards, (e) deposit and other accounts and (f) merchant services (other than those constituting a line of credit). " 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);


7

Keystone Revolving 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 Co ...