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 (Date of earliest event reported): May 1, 2012

THE COAST DISTRIBUTION SYSTEM, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-9511	94-2490990
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
350 Woodview Avenue, Morgan Hill, California		95037
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (408) 782-6686

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below 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.

As we have previously reported, the Company finances a substantial portion of its working capital requirements with borrowings under a long-term revolving bank line of credit, which is governed by a bank line of credit agreement (the “Credit Line Agreement”) entered into by the Company with Bank of America N. A. (the “Bank”).

The Credit Line Agreement contains a single financial covenant which requires the Company to achieve a fixed charge coverage ratio of at least 1.10–to-1.0 for successive rolling 12 month periods ending on the last day of each fiscal quarter. The first of those rolling 12-month periods to which the covenant was to have been applicable was the 12 month period ending March 31, 2012. On May 1, 2012, the Bank and the Company amended the Credit Line Agreement to provide, instead, that the first of those rolling 12-month periods to which that financial covenant will apply will be the 12 month period ending June 30, 2012. A copy of that amendment is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Eleventh Amendment to Third Amended & Restated Loan and Security Agreement between the Company and Bank of America, N. A.

2

SIGNATURES

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

		THE COAST DISTRIBUTION SYSTEM, INC.
Dated: May 4, 2012	By:	/s/ SANDRA A. KNELL
		Sandra A. Knell, Executive Vice President & Chief Financial Officer

S-1

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Eleventh Amendment to Third Amended & Restated Loan and Security Agreement between the Company and Bank of America, N. A.

E-1

EX-99.1

Exhibit 99.1

April 20, 2012                            

The Coast Distribution System, Inc. 350

Woodview Avenue

Morgan Hill, California 95037

Re: Eleventh Amendment

Ladies and Gentlemen:

The Coast Distribution System, Inc., a Delaware corporation (“Coast Delaware”), United Sales & Warehouse of Texas, Inc., a Texas corporation (“United Sales”), C/P Products Corp., an Indiana corporation (“C/P”), Mohawk Trailer Supply, Inc., a New York corporation (“Mohawk”), and Les Systemes De Distribution Coast (Canada) Inc. The Coast Distribution System (Canada) Inc., a corporation organized under the laws of the Province of Quebec (“Coast Canada”) (Coast Delaware, United Sales, C/P, Mohawk, and Coast Canada are referred to individually as “Borrower” and collectively as “Borrowers”), and Bank of America, N.A. (in its individual capacity, “US Lender”), acting by and through Bank of America, N.A., a national banking association, as agent for US Lender (in such capacity, “Agent”) and Bank of America, N.A. (acting through its Canada branch) (“Canadian Lender”), (US Lender, acting through Agent, and Canadian Lender are referred to collectively as “Lender”), have entered into that certain Third Amended and Restated Loan and Security Agreement dated August 30, 2005 (the “Security Agreement”). From time to time thereafter, Borrowers and Lender may have executed various amendments (each an “Amendment” and collectively the “Amendments”) to the Security Agreement (the Security Agreement and the Amendments hereinafter are referred to, collectively, as the “Agreement”). Borrowers and Lender now desire to further amend the Agreement as provided herein, subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. The Agreement hereby is amended as follows:

(a) Subsection 4(c)(v) is hereby amended and restated in its entirety as follows:

(c)(v) Amendment Fee. Borrowers shall pay to Lender a one time fee of Ten Thousand and No/100 Dollars ($10,000.00), which shall be fully earned and payable on the date hereof.

(b) Subsection 14(a) of the Agreement is hereby amended and restated in its entirety as follows:

(a) Fixed Charge Coverage Ratio,

Borrowers shall not permit their Fixed Charge Coverage Ratio for each period set forth below to be less than the ratio set forth below for the corresponding period set forth below:

Period	Ratio
For the 12 month period ending on June 30, 2012 and for each twelve (12) month period ending on the last day of each fiscal quarter thereafter.		1.10:1.0

(c) Amended and Restated Exhibit A is hereby amended to add the following at the end of Part (2) thereof:

(q) 1924-1942 South MacDonald

Mesa, AZ

(leased property)

2. Borrowers represent and warrant to Lender that this Amendment has been approved by all necessary corporate action, and each individual signing below represents and warrants that he or she is fully authorized to do so.

3. Except as expressly amended hereby and by any other supplemental documents or instruments executed by either party hereto in order to effectuate the transactions contemplated by this Amendment, the Agreement and all Exhibits thereto are ratified and confirmed by Borrowers and Lender and remain in full force and effect in accordance with their terms.

4. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which, taken together, shall constitute one and the same agreement. This Amendment may be delivered by facsimile, and when so delivered will have the same force and effect as delivery of an original signature.

5. Borrowers shall reimburse Lender for all reasonable attorney’s fees (whether for internal or outside counsel) incurred by Lender in connection with the documentation and consummation of this Eleventh Amendment to the Agreement.

(Remainder of page intentionally blank; signatures follow)

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the date first set forth above.

LENDER:
BANK OF AMERICA, N.A., as Agent
By:	/s/ JOHN W. MUNDSTOCK
Title:	Senior Vice President
BANK OF AMERICA, N.A., as US Lender
By:	/s/ JOHN W. MUNDSTOCK
Title:	Senior Vice President
BANK OF AMERICA, N.A., acting through its Canada branch, as Canadian Lender
By:	/s/ MEDINA SALES De ANDRADE
Title:	Vice President

BORROWERS:
THE COAST DISTRIBUTION SYSTEM, INC.
By:	/s/ SANDRA A. KNELL
Title:	Executive Vice President
UNITED SALES & WAREHOUSE OF TEXAS, INC.
By:	/s/ SANDRA A. KNELL
Title:	Executive Vice President
C/P PRODUCTS, CORP.
By:	/s/ SANDRA A. KNELL
Title:	Executive Vice President
MOHAWK TRAILER SUPPLY, INC.
By:	/s/ SANDRA A. KNELL
Title:	Executive Vice President
LES SYSTEMES DE DISTRIBUTION COAST (CANADA) INC. THE COAST DISTRIBUTION SYSTEM (CANADA) INC.
By:	/s/ SANDRA A. KNELL
Title:	Executive Vice President

GUARANTOR’S ACKNOWLEDGMENT

The undersigned guarantor acknowledges that Bank of America, N.A., (in its individual capacity, “US Lender”), acting by and through Bank of America, N.A., as agent for US Lender (in such capacity, “Agent”) and Bank of America, N.A. (acting through its Canada branch), (“Canadian Lender”) (US Lender, acting through Agent, and Canadian Lender are referred to collectively as “Lender”) have no obligation to provide it with notice of, or to obtain its consent to, the terms of the foregoing Eleventh Amendment (the “Eleventh Amendment”) to the Third Amended and Restated Loan and Security Agreement dated August 30, 2005, as amended, modified or supplemented from time to time. The undersigned guarantor nevertheless: (i) acknowledges and agrees to the terms and conditions of the Eleventh Amendment; and (ii) acknowledges that its guaranty remains fully valid, binding, and enforceable.

9002-1288 QUEBEC INC.
By:	/s/ SANDRA A. KNELL
Title:	Executive Vice President