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EXHIBIT 10.17(A)
FIRST AMENDMENT TO
VOTING AGREEMENT AND IRREVOCABLE PROXY
The undersigned
parties to that certain Voting Agreement and Irrevocable
Proxy (the "Agreement"), dated as of August
29, 2003, by and among Keystone
Automotive Holdings, Inc., a Delaware
corporation, Keystone Automotive
Operations, Inc., a Pennsylvania
corporation, and the Shareholders (as defined
therein) desire to amend, as of October 15,
2003, the Agreement in the manner
set forth herein. Capitalized terms used
herein but not otherwise defined herein
shall have the respective meanings set
forth in the Agreement.
1. Amendment.
(a) The first sentence
of Section 1(a) of the Agreement is hereby
amended and restated to read in its
entirety as follows:
"Each shareholder hereby agrees that during the period
commencing on the date hereof and continuing until this
provision
terminates pursuant to Section 7 hereof, at any
meeting of shareholders of the Company, however called, or
in connection with any written consent of the shareholders
of the Company, such Shareholder shall vote (or cause to be
voted) the Shares held of record or beneficially owned by
such Shareholder, whether heretofore owned or hereafter
acquired, and shall exercise (or cause to be exercised) all
consensual rights attendant thereto (i) in favor of approval
of the Merger Agreement and the transactions contemplated
thereby (including the Merger) and any actions required in
furtherance thereof and hereof; (ii) against any action or
agreement that would result in a breach in any respect of
any covenant, representation or warranty or any other
obligation or agreement of the Company under the Merger
Agreement; and (iii) except as otherwise contemplated or
permitted by the
Merger Agreement, against the following
actions (other than the Merger and the transactions
contemplated by the Merger Agreement): (A) any Alternative
Transaction; (B) a sale, lease or transfer of a material
amount of assets of the Company, or a reorganization,
recapitalization, dissolution or liquidation of the Company;
(C) any change in a majority of the persons who constitute
the board of directors of the Company or a change in
management of the Company; (D) any amendment of the
Company's articles of incorporation or by-laws; or (E) any
other action which is intended, or could reasonably be
expected, to impede, interfere with, delay, postpone, or
adversely affect the
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Merger and the transactions contemplated by this Agreement
and the Merger Agreement."
(b) Section 6(a) of
the Agreement is hereby amended and restated to
read in its entirety as follows:
"During the period commencing on the date hereof and
continuing until this provision terminates pursuant to
Section 7 hereof, each Shareholder hereby irrevocably
appoints the Holder Representative or any individual
designated by the Holder Representative as such
Shareholder's agent, attorney-in-fact and proxy (with full
power of substitution), for in the name, place and stead of
such Shareholder, to vote (or cause to be voted) the Shares
held of record or beneficially owned by such Shareholder,
whether issued, heretofore owned or hereafter acquired, or
grant a consent or approval in respect of such Shares, at
any meeting of Shareholders of the Company or at any
adjournment thereof or in any other circumstances upon which
his, her or its vote, consent or other approval is sought:
(i) in favor of approval of the Merger Agreement and any
actions
required in furtherance thereof and hereof;
provided, however, that if the Holder Representative fails
to vote the Shares in favor of the approval of the Merger
Agreement or any actions required in furtherance thereof or
hereof, each Shareholder shall be deemed to have appointed
the Acquiror as such Shareholders' agent, attorney-in-fact
and proxy (with full power of substitution), for in the
name, place and stead of such Shareholder, to vote (or cause
to be voted) the Shares held of record or beneficially owned
by such Shareholder in favor of the approval of the Merger
Agreement and any actions required in furtherance thereof or
hereof; (ii) against any action or agreement that would
result in a breach in any respect of any covenant,
representation or warranty or any other obligation or
agreement of the Company under the Merger Agreement; and
(iii) except as contemplated or permitted by the Merger
Agreement, against the following actions (other than the
Merger and the transactions contemplated by the Merger
Agreement): (A) any extraordinary corporate transaction,
such as a
merger, consolidation or other business
combination involving the Company; (B) a sale, lease or
transfer of a material amount of asset of the Company, or a
reorganization or other business combination involving the
Company; (C) any change in a majority of the persons who
constitute the board of directors of the Company; (D) any
amendment to the
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Company's article or incorporation or by-laws; or (E) any
other action which is intended, or could reasonably be
expected, to impede, interfere with, delay, postpone, or
adversely affect the Merger and the transactions
contemplated by this Agreement and the Merger Agreement."
2. Effectiveness of Amendments.
The amendments to the Agreement
contemplated hereby shall become effective
as of the date first above written.
3. Confirmation of Agreement.
Except as set forth in Section 1 of this
Amendment, the terms, conditions and
agreements set forth in the Agreement are
hereby ratified and confirmed and shall
continue in full force and effect.
4. Governing Law. THIS
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE
COMMONWEALTH OF PENNSYLVANIA.
5. Counterparts. This Amendment
may be executed (including execution by
facsimile) in any number of counterparts,
each of which shall be deemed an
original and all of which taken together
shall constitute one and the same
instrument.
* * * * * *
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IN WITNESS
WHEREOF, the parties hereto have caused this First Amendment to
Voting Agreement and Irrevocable Proxy to
be duly executed as of the date first
written above.
KEYSTONE AUTOMOTIVE HOLDINGS, INC.
By: /s/ David
Gross-COH
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Name: David Gross-COH
Title: Vice President
LAGE LLC
By: /s/ MICHAEL I.
KLEIN
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Name: MICHAEL I. KLEIN
Title: PRESIDENT
KEYSTONE AUTOMOTIVE OPERATIONS, INC..
By: /s/ ROBERT S. VOR
BROKER
-----------------------------------
Name: ROBERT S. VOR BROKER
Title: PRESIDENT
[Shareholders Signature Pages Follow]
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Shareholder Signature Page to
First Amendment to Voting Agreement and Irrevocable Proxy
The undersigned hereby confirms that it has received and reviewed
a
copy of the First Amendment to Voting
Agreement and Irrevocable Proxy (the
"First Amendment") and, by execution
hereof, hereby agrees to be bound by the
terms of the Agreement as amended by the
First Amendment.
Shareholder:
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[Name of Shareholder]
/s/ Joseph Amato
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Signature
Joseph Amato
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Print Name of Signatory
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Print Title of Signatory if
signing on behalf of an Entity
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Shareholder Signature Page to
First Amendment to Voting Agreement and Irrevocable Proxy
The undersigned hereby confirms that it has received and reviewed
a
copy of the First Amendment to Voting
Agreement and Irrevocable Proxy (the
"First Amendment") and, by execution
hereof, hereby agrees to be bound by the
terms of the Agreement as amended by the
First Amendment.
Shareholder:
Peter Amato
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[Name of Shareholder]
/s/ Peter Amato
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Signature
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Print Name of Signatory
----------------------------------------
Print Title of Signatory if
signing on behalf of an Entity
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Shareholder Signature Page to
First Amendment to Voting Agreement and Irrevocable Proxy
The undersigned hereby confirms that it has received and reviewed
a
copy of the First Amendment to Voting
Agreement and Irrevocable Proxy (the
"First Amendment") and, by execution
hereof, hereby agrees to be bound by the
terms of the Agreement as amended by the
First Amendment.
Shareholder:
Philip Avvisato
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[Name of Shareholder]
/s/
Philip Avvisato
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Signature
Philip Avvisato
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Print Name of Signatory
----------------------------------------
Print Title of Signatory if
signing on behalf of an Entity
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Shareholder Signature Page to
First Amendment to Voting Agree
