8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report: March 20, 2006

(Date of earliest event reported)

KEYSTONE AUTOMOTIVE INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

California	0-28568	95-2920557
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

700 E. Bonita Avenue

Pomona, California 91767

(Address of principal executive offices, including zip code)

(909) 624-8041

(Registrant’s telephone number, including area code)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

The Compensation Committee of the Board of Directors of Registrant approved a form of Nonqualified Stock Option Award Agreement, which is attached hereto as Exhibit 10.45.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On March 20, 2006, Registrant entered into Amendment No. 1 to its Credit Agreement dated as of October 14, 2005 among Registrant, Wells Fargo Bank, National Association and JP Morgan Chase Bank, N.A., which amendment is attached hereto as Exhibit 10.44.1.

Item 9.01. Financial Statements and Exhibits

Exhibit 10.44.1	Amendment No. 1 to the Credit Agreement dated October 14, 2005 among Registrant, Wells Fargo Bank, National Association and JP Morgan Chase Bank, N.A.
Exhibit 10.45	Form of Nonqualified Stock Option Award Agreement.

Exhibit Index

Exhibit No.	Description
EX-10.44.1	Amendment No. 1 to the Credit Agreement dated as of October 14, 2005 among Registrant, Wells Fargo Bank, National Association and JP Morgan Chase Bank, N.A.
EX-10.45	Form of Nonqualified Stock Option Award Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 24, 2006

KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
By:	/s/ James C. Lockwood
	James C. Lockwood
	Secretary

EX-10.44.1

Exhibit 10.44.1

AMENDMENT NO. 1 TO CREDIT AGREEMENT

This Amendment No. 1 to Credit Agreement (“Amendment”) dated as of March 20, 2006, is made with reference to the Credit Agreement dated as of October 14, 2005, by and among KEYSTONE AUTOMOTIVE INDUSTRIES, INC., a California corporation (“Borrower”), the lenders that are party thereto (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Administrative Agent”), as Administrative Agent for the Lenders (as amended from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for such terms in the Credit Agreement.

RECITALS

A. Borrower has requested that the Lenders (i) agree to permit LIBOR Periods of 7 day and 14 day durations and (ii) increase the maximum amount available for Swing Line Loans to $10,000,000.

B. Subject to the terms and conditions contained herein, the Lenders have agreed to such requested changes and to otherwise amend the Loan Documents as set forth below.

AGREEMENT

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are acknowledged, Borrower, the Lenders and the Administrative Agent agree as follows:

1. AMENDMENTS OF CREDIT AGREEMENT

1.1 Section 1.1 – Revised Definition. The defined term “LIBOR Period” contained in Section 1.1 of the Credit Agreement is amended and restated to read as follows:

“LIBOR Period” means, as to each LIBOR Rate Advance comprising part of the same Borrowing, the period commencing on the date specified by Borrower pursuant to Section 2.1(c) and ending 7 or 14 days or 1, 2, 3 or 6 months (or, with the written consent of all of the Lenders, any other period) thereafter, as specified by Borrower in the applicable Request for Borrowing or Request for Continuation/Conversion provided that:

(a) The first day of any LIBOR Period shall be a LIBOR Banking Day;

(b) Any LIBOR Period that would otherwise end on a day that is not a LIBOR Banking Day shall be extended to the immediately succeeding LIBOR Banking Day unless such LIBOR Banking Day falls in another calendar month, in which case such LIBOR Period shall end on the immediately preceding LIBOR Banking Day; and

(c) No LIBOR Period for any LIBOR Rate Advance shall extend beyond the Maturity Date.

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1.2 Section 2.11 – Swing Line. The reference in Section 2.11(a)(ii) to “$5,000,000” as the maximum aggregate amount of permitted Swing Line Outstandings is deleted and replaced with “$10,000,000.”

1.3 Exhibits E and F – Requests for Borrowing and Continuation/Conversion. Exhibits E (Request for Borrowing) and F (Request for Continuation/Conversion) to the Credit Agreement are amended in full as attached hereto as Annexes 1 and 2, respectively.

2. CONDITIONS PRECEDENT

This Amendment shall become effective on such date as each of the following conditions precedent shall have been satisfied in form and substance reasonably satisfactory to the Administrative Agent (the “Effective Date”).

2.1 Documentation. Borrower shall have delivered or caused to be delivered to the Administrative Agent, at Borrower’s sole cost and expense, the following, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent:

(a) The executed original of this Amendment;

(b) A duly executed replacement Swing Line note by Borrower in favor of the Swing Line Lender reflecting the increase in the maximum amount available for advances under the Swing Line; and

(c) Such additional agreements, certificates, reports, approvals, instruments, documents, consents and/or reaffirmations as the Administrative Agent may reasonably request.

2.2 Representations and Warranties. All of Borrower’s representations and warranties contained herein shall be true and correct on and as of the date of execution hereof.

3. REPRESENTATIONS AND WARRANTIES

Borrower makes the following representations and warranties to the Lenders as of the date hereof, which representations and warranties shall survive the execution, termination or expiration of this Amendment and shall continue in full force and effect until the full and final satisfaction and discharge of all obligations of Borrower to the Lenders under the Credit Agreement and the other Loan Documents:

3.1 Reaffirmation of Prior Representations and Warranties. Borrower hereby reaffirms and restates as of the date hereof, all of the representations and warranties made by Borrower in the Credit Agreement and the other Loan Documents, except to the extent such representations and warranties specifically relate to an earlier date.

3.2 No Default. After giving effect to this Amendment, no Default or Event of Default has occurred and remains in effect under any of the Loan Documents.

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3.3 Due Execution. The execution, delivery and performance of this Amendment and any instruments, documents or agreements executed in connection herewith are within the powers of Borrower, have been duly authorized by all necessary action, and do not contravene any law or the articles of incorporation or bylaws of Borrower, result in a breach of, or constitute a default under, any contractual restriction, indenture, trust agreement or other instrument or agreement binding upon Borrower.

3.4 No Further Consent. The execution, delivery and performance of this Amendment and any documents or agreements executed in connection herewith do not require any consent or approval not previously obtained of any stockholder, beneficiary or creditor of Borrower.

3.5 Binding Agreement. This Amendment and each of the other instruments, documents and agreements executed in connection herewith constitute the legal, valid and binding obligations of Borrower and are enforceable against Borrower in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws or equitable principles relating to or limiting creditors’ rights generally.

4. MISCELLANEOUS

4.1 Further Assurances. Borrower, at its sole cost and expense, agrees to execute and deliver all documents and instruments and to take all other actions as may be specifically provided for herein and as may be required in order to consummate the purposes of this Amendment. Borrower shall diligently and in good faith pursue the satisfaction of any conditions or contingencies in this Amendment.

4.2 No Third Parties. Except as specifically provided herein, no third party shall be benefited by any of the provisions of this Amendment; nor shall any such third party have the right to rely in any manner upon any of the terms hereof, and none of the covenants, representations, warranties or agreements herein contained shall run in favor of any third party.

4.3 Time is of the Essence. Time is of the essence for the performance of all obligations and the satisfaction of all conditions of this Amendment. The parties intend that all time periods specified in this Amendment shall be strictly applied, without any extension (whether or not material) unless specifically agreed to in writing by all parties hereto.

4.4 Costs and Expenses. In addition to the obligations of Borrower under the Credit Agreement, Borrower agrees to pay all costs and expenses (including without limitation reasonable attorneys’ fees) expended or incurred by the Administrative Agent in connection with the negotiation, documentation and preparation of this Amendment and any other documents executed in connection herewith, and in carrying out the terms of this Amendment, whether incurred before or after the Effective Date.

4.5 Integration; Interpretation. The Loan Documents, including this Amendment and the documents, instruments and agreements executed in connection

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herewith, contain or expressly incorporate by reference the entire agreement of the parties with respect to the matters contemplated herein and supersede all prior negotiations, discussions and correspondence. The Loan Documents shall not be modified except by written instrument executed by all parties.

4.6 Counterparts and Execution. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. However, this Amendment shall not be binding on Lenders until all parties have executed it.

4.7 Non-Impairment of Loan Documents. On the date all conditions precedent set forth herein are satisfied in full, this Amendment shall be a part of the Credit Agreement. Except as expressly provided in this Amendment or in any other document, instrument or agreement executed by the Administrative Agent or either of the Lenders, all provisions of the Loan Documents shall remain in full force and effect, and the Administrative Agent and the Lenders shall continue to have all of their rights and remedies under the Loan Documents.

4.8 Successors and Assigns. The terms of this Amendment shall be binding upon and inure to the benefit of the successors and assigns of the parties to this Amendment.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first set forth above.

KEYSTONE AUTOMOTIVE INDUSTRIES, INC.,	WELLS FARGO BANK, NATIONAL ASSOCIATION,
a California corporation	as Administrative Agent for the Lenders
By:	By:
Name:
Title:
JPMORGAN CHASE BANK, N.A., as a Lender	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:	By:
Name:
Title:

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Annex 1

EXHIBIT E

REQUEST FOR BORROWING

1. This REQUEST FOR BORROWING is executed and delivered by Keystone Automotive Industries, Inc., a California corporation (“Borrower”), to Wells Fargo Bank, National Association, as Administrative Agent, pursuant to that certain Credit Agreement (as amended, modified or extended, the “Agreement”) dated as of October 14, 2005, among Borrower, the Lenders that are parties thereto, and Wells Fargo Bank, National Association, as Administrative Agent for the Lenders. Any terms used herein and not defined herein shall have the meanings set forth for such terms in the Agreement.

2. Borrower hereby requests that the Lenders make a Borrowing to Borrower pursuant to the Agreement as follows:

(a) AMOUNT OF REQUESTED BORROWING: $                    

(b) DATE OF REQUESTED BORROWING:                             

(c) TYPE OF INTEREST RATE (Check one box only):

¨ ALTERNATE BASE RATE ADVANCE

¨ LIBOR ADVANCE, FOR A LIBOR PERIOD OF                      [DAYS] [MONTH(S)]¹

3. In connection with this request, Borrower certifies that:

(a) With respect to Borrowings under the Facility only, after giving effect to such Borrowing, Facility Usage will not exceed the applicable aggregate amount of the Commitments;

(b) Except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by the Agreement or (ii) as disclosed by Borrower and approved in writing by the Required Lenders, the representations and warranties contained in Article 4 of the Agreement (other than Sections 4.4(a), 4.6 (first sentence), and 4.10) will be true and correct in all material respects both immediately before and after giving effect to such Borrowing, as though such representations and warranties were made on and as of that date;

(c) No Default exists, or will result from such requested Borrowing or from the application of proceeds thereof;

(d) No circumstance or event has occurred that constitutes a Material Adverse Effect since April 1, 2005; and

¹ Specify whether 7 or 14 days or 1, 2, 3 or 6-month LIBOR Period.

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Annex 1

(e) other than matters described in Schedule 4.10 or subsections (a), (b) or (c) of Section 4.10 of the Agreement, there is not any pending or threatened action, suit, proceeding or investigation against or affecting Borrower or any other Obligor or any Property of any of them before any Governmental Agency (i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, or (ii) that involve the Agreement or any of the other Loan Documents.

4. This Request for Borrowing is executed on                     ,             , by a Responsible Official of Borrower. The undersigned, in such capacity, hereby certifies, on behalf of Borrower, each and every matter contained herein to be true and correct.

KEYSTONE AUTOMOTIVE INDUSTRIES, INC.,
a California corporation
By:
	[Printed name and title]

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Annex 2

EXHIBIT F

REQUEST FOR CONTINUATION/CONVERSION

1. This REQUEST FOR CONTINUATION/CONVERSION is executed and delivered by KEYSTONE AUTOMOTIVE INDUSTRIES, INC., a California corporation (“Borrower”), to WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, pursuant to that certain Credit Agreement (as amended, modified or extended, the “Agreement”) dated as of October 14, 2005, among Borrower, the Lenders that are parties thereto, and Wells Fargo Bank, National Association, as Administrative Agent. Any terms used herein and not defined herein shall have the meanings set forth for such terms in the Agreement.

2. Pursuant to Section 2.4 of the Agreement, Borrower hereby irrevocably requests the [Continuation] [Conversion] of the Advances specified herein, as follows:

(a) The date of [Continuation] [Conversion] is                     , which is a [Banking Day] [LIBOR Banking Day which is the last day of the applicable LIBOR Period].

(b) The [Continuation] [Conversion] is with respect to the Facility.

(c) The amount of the Advances to be [Converted] [Continued] is $                    .

(d) Type of Conversion/Continuation being requested (check all boxes that apply):

¨ Alternate Base Rate Advance of $                     Converted to a LIBOR Rate Advance for an LIBOR Period of [one] [two] [three] [six] month[s].

¨ LIBOR Rate Advance of $                     Converted to an Alternate Base Rate Advance.

¨ LIBOR Rate Advance of $                     with an LIBOR Period of [7 days] [14 days] [one] [two] [three] [six] [month[s] [Converted to] [Continued as] a LIBOR Rate Advance with an LIBOR Period of [7 days] [14 days] [one] [two] [three] [six] [month[s].

3. In connection with this request, Borrower certifies that:

(a) Except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by the Agreement or (ii) as disclosed by Borrower and approved in writing by the Required Lenders, the representations and warranties contained in Article 4 of the Agreement (other than Sections 4.4(a), 4.6 (first sentence), and 4.10) will be true and correct in all material respects both immediately before and after giving effect to such [Conversion] [Continuation], as though such representations and warranties were made on and as of that date;

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Annex 2

(b) No Default exists, or will result from such requested [Conversion] [Continuation];

(c) No circumstance or event has occurred that constitutes a Material Adverse Effect since April 1, 2005; and

(d) other than matters described in Schedule 4.10 or subsections (a), (b) or (c) of Section 4.10 of the Agreement, there is not any pending or threatened action, suit, proceeding or investigation against or affecting Borrower or any other Obligor or any Property of any of them before any Governmental Agency (i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, or (ii) that involve the Agreement or any of the other Loan Documents.

4. This Request for Continuation/Conversion is executed on                     ,             , by a Responsible Official of Borrower. The undersigned, in such capacity, hereby certifies, on behalf of Borrower, each and every matter contained herein to be true and correct.

KEYSTONE AUTOMOTIVE INDUSTRIES, INC.,
a California corporation
By:
	[Printed name and title]

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EX-10.45

Exhibit 10.45

Keystone Automotive Industries, Inc.

Nonqualified Stock Option Award Agreement

THIS AGREEMENT, effective                     , represents the grant of a nonqualified stock option (“Option”) by Keystone Automotive Industries, Inc. (the “Company”) to the Participant named below, pursuant to the provisions of the 2005 Omnibus Incentive Plan (the “Plan”).

The Plan provides a complete description of the terms and conditions governing this Option. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

1. General Option Grant Information. The individual named below has been selected to be a Participant in the Plan and receive a Nonqualified Stock Option (NQSO) grant, as specified below:

(a) Participant:

(b) Date of Grant:                     

(c) Number of Shares Covered by this Option:

(d) Option Price:                     

(e) Date of Expiration:                     

2. Grant of Option. The Company hereby grants the Participant an Option to purchase the number of Shares set forth above, at the stated Option Price, which is one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant, in the manner and subject to the terms and conditions of the Plan and this Agreement.

3. Option Term. This Option will begin as of the Date of Grant as detailed above and shall expire on the Date of Expiration as detailed above (“Option Term”), unless sooner terminated in accordance with the terms of this Agreement.

4. Vesting Period. The Option does not provide the Participant with any rights or interests therein until it vests in accordance with the following:

(a) Thirty-three and one-third percent (33 ¹/3%) of the Option (rounded to a whole Share) will vest on each of the first, second and third anniversaries of the Date of Grant, provided that either (a) the Participant has continued in the employment of the Company, its Affiliates, and/or its Subsidiaries through each such anniversary or anniversaries, or (b) an event described in subparagraphs (a) through (d) of Paragraph 7 below occurs.

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5. Exercise. The Participant or the Participant’s representative upon the Participant’s death (as determined in accordance with section 15 of the Plan) may exercise this Option to the extent vested at any time prior to the termination of the Option as provided in Paragraph 3 and 7.

6. How to Exercise. Once vested, the Options hereby granted shall be exercised by written notice to Company’s Chief Financial Officer (CFO) or such other administrator as may be designated by the CFO, specifying the number of Shares subject to this Option that the Participant then desires to exercise.

7. Termination of Employment. In the event of the termination of Participant’s employment for one of the events described in subparagraphs (a) through (d) below, the vesting and termination of the Options shall take place as follows:

(a) If the Participant’s employment terminates during the Option Term by reason of death, the Options shall continue to vest pursuant to the timing set forth in Paragraph 4 above for twenty-four (24) months and shall terminate and have no force or effect upon the earlier of: (i) twenty-seven (27) months after the date of death; or (ii) the expiration of the Option Term.

(b) If the Participant’s employment terminates during the Option Term by reason of Disability, the Options shall continue to vest pursuant to the timing set forth in Paragraph 4 above for twenty-four (24) months and shall terminate and have no force or effect upon the earlier of: (i) twenty-seven (27) months after the Participant’s termination of employment; or (ii) the expiration of the Option Term.

(c) If the Participant terminates his/her employment after age 65, the Options shall continue to vest pursuant to the timing set forth in Paragraph 4 above for twenty-four (24) months and shall terminate and have no force or effect upon the earlier of: (i) twenty-seven (27) months after the Participant’s termination of employment; or (ii) the expiration of the Option Term.

(d) If the Participant’s employment terminates during the Option Term due to dismissal by the Company with or without cause, or Participant terminates his/her employment prior to reaching age 65, the Options terminate and have no force or effect upon the earlier of (i) ninety (90) days after Participant’s termination of employment; or (ii) the expiration of the Option Term.

(e) If the Participant continues employment with the Company through the Option Term, the Options terminate and have no force or effect upon the expiration of the Option Term.

8. Change in Control. In the event of a Change in Control of the Company, as defined in Section 2.8 of the Plan, to the extent that another award meeting the requirements of subsection (a) below (a “Replacement Award”) is provided to replace the Option (the “Replaced Award”), the Participant’s outstanding Option will not become fully vested and exercisable.

(a) An Award shall meet the conditions of this Section 8(a) (and hence qualify as a Replacement Award) if: (i) it has a value at least equal to the value of the Replaced Award; (ii) it relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the

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Company or its successor following the Change in Control; and (iii) its other terms and conditions are not less favorable than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). The determination of whether the conditions of this Section 8(a) are satisfied will be made by the Committee (as defined in the Plan), in its sole discretion.

(b) If during the two (2) year period after the Change in Control the Company terminates the Participant’s employment without Cause or the Participant terminate employment for Good Reason, as defined in Section 2.20 of the Plan, all Replacement Awards the Participant holds will become fully vested and exercisable. All Options the Participant held immediately before termination of employment that the Participant held as of the date of the Change in Control or that constitute Replacement Awards will remain exercisable for one (1) year following the Participant’s termination or until the expiration of the stated term of such Option, whichever period is shorter.

If the conditions of subsection (a) above are not met upon a Change in Control, as determined in the sole discretion of the Committee, all then-outstanding Options shall become fully vested and exercisable.

9. Nontransferability. This Option may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, except as provided in the Plan. No assignment or transfer of the Option, whether voluntary or involuntary, by operation of law or otherwise, except by will or the laws of descent and distribution or as otherwise required by applicable law, shall vest in the assignee or transferee any interest whatsoever.

10. Disability. A condition of Disability shall be deemed to have occurred if the Committee determines, acting in good faith, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment, which can be expected to last for a continuous period of not less than twelve (12) months, and is not expected to return to gainful activity in the foreseeable future.

11. Administration. This Agreement and the Participant’s rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant.

12. Requirements of Law. The granting of this Option shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

13. Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require the Participant or the Participant’s beneficiary to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement.

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14. Continuation of Employment. This Agreement shall not confer upon the Participant any right to continuation of employment by the Company, its Affiliates and/or its Subsidiaries, nor shall this Agreement interfere in any way with the Company’s, its Affiliates’ and/or its Subsidiaries’ right to terminate the Participant’s employment at any time.

15. Amendment to the Plan. The Plan is discretionary in nature and the Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Participant’s rights under this Agreement, without the Participant’s written approval.

16. Successor. All obligations of the Company under the Plan and this Agreement, with respect to the Option, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

17. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

18. Applicable Laws and Consent to Jurisdiction. The validity, construction, interpretation, and enforceability of this Agreement shall be determined and governed by the laws of the state of California without giving effect to the principles of conflicts of law. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction and agree that such litigation shall be conducted in the federal or state courts of the state of California.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of                     .

	Keystone Automotive Industries, Inc.
	By:
ATTEST:
		Participant

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