Exhibit 10.1


FIRST AMENDMENT TO CREDIT
AGREEMENT


 


FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”),
dated as of October 26, 2007, among LKQ Corporation, a Delaware corporation
(the “US Borrower”), LKQ Delaware LLP, a Delaware limited liability
partnership having two Alberta unlimited liability companies as its partners
(the “Canadian Borrower” and, together with the US Borrower, the “Borrowers”),
the undersigned Lenders party to the Credit Agreement referred to below, each
Additional Lender (as defined below) and each of the undersigned subsidiaries
of the US Borrower (the “Subsidiary Guarantors” and, together with the
Borrowers, the “Loan Parties”). 
Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement (as defined below).


W I T N E S S E T H:


WHEREAS,
the Borrowers, the Lenders, Deutsche Bank Securities Inc., as Syndication
Agent, Lehman Commercial Paper Inc. (“LCPI”), as Administrative Agent,
Deutsche Bank AG New York Branch (“DBNY”), as US Dual Currency RCF
Agent, and Deutsche Bank AG Canada Branch, as Canadian Agent, are parties to a
Credit Agreement, dated as of October 12, 2007 (the “Credit Agreement”);


WHEREAS,
the Borrowers have requested certain amendments to the Credit Agreement as
described herein; and


WHEREAS,
subject to the terms and conditions of this Amendment, the parties hereto wish
to amend, and enter into certain agreements with respect to, certain provisions
of the Credit Agreement, in each case as herein provided;


NOW, THEREFORE, it is agreed:


I.              Amendments and Agreements With
Respect to Credit Agreement.


1.             Section 1.1 of the Credit Agreement is
hereby amended by inserting the following new definition in the appropriate
alphabetical location:


                “Documentation
Agents”:   National City Bank, Fifth
Third Bank and Bank of America, N.A., in each case together with any successor
to any such Person by merger, consolidation or otherwise.


 


2.             The definition of “Agents”
appearing in Section 1.1 of the Credit Agreement is hereby amended by (i)
deleting the text “and” appearing immediately prior to the text “the
Syndication Agent” in said definition and inserting the text “,” in lieu
thereof and (ii) inserting the text “and (except for purposes of Section 5.1)
each Documentation Agent” immediately following the text “the Syndication Agent”
appearing in said definition.


3.             The definition of “Canadian Term Loan
Lender” appearing in Section 1.1 of the Credit Agreement is hereby amended
by (i) inserting the text “, with respect to each 


 

















 


Lender that is initially
a party to this Agreement,” immediately prior to the text “(i)” appearing in
said definition, (ii) inserting the text “initial” immediately prior to the
text “Lender” appearing in clause (i) of said definition and (iii) inserting
the text “initial” immediately following the text “shall refer to such”
appearing in clause (ii) of said definition.


4.             The definition of “Revaluation Date”
appearing in Section 1.1 of the Credit Agreement is hereby amended by (i)
deleting the text “Canadian Borrower” appearing in clause (a)(i) of said
definition and (ii) deleting the text “BA Loan or BA Equivalent Loan pursuant
to Section 2.13(d)” appearing in clause (a)(ii) of said definition and
inserting the text “Dual Currency RCF Loan maintained as a Eurodollar Loan, BA
Loan or BA Equivalent Loan pursuant to this Agreement”.


5.             The definition of “US Branch”
appearing in Section 1.1 of the Credit Agreement is hereby amended by inserting
the text “or Canadian Term Loan Lender, as applicable” immediately following
the text “Dual Currency RCF Lender” appearing in said definition.


6.             The definition of “US Dollar RCF
Commitment” appearing in Section 1.1 of the Credit Agreement is hereby
amended by inserting the text “on the Closing Date” immediately following the
text “Commitments” appearing in the last sentence of said definition


7.             Notwithstanding anything to the contrary
contained in the second sentence of Section 2.25(a) of the Credit Agreement,
the Lenders and the Borrowers hereby agree that the minimum aggregate principal
amount of the US Dollar RCF Commitment Increase effected pursuant to Section 9
below may be $15,000,000.


8.             Notwithstanding anything to the contrary
contained in the third sentence Section 2.25(a) of the Credit Agreement, the Lenders
and the Borrowers hereby agree that the US Dollar RCF Commitment Increase
effected pursuant to Section 9 below shall be disregarded for purposes of
determining the aggregate maximum amount of Incremental US Term Loans and US
Dollar RCF Commitment Increases permitted thereby.


9.             Each of LCPI and DBNY (each, an “Additional
Lender”) hereby severally agrees to increase its US Dollar RCF Commitment
by the amount set forth opposite its name on Schedule 1.1A to the Credit
Agreement (as amended hereby) under the column entitled “Incremental US Dollar
RCF Commitment”, with each such increase to be effective on the First Amendment
Effective Date (as defined below).  On
the First Amendment Effective Date, (i) the commitment of each Additional
Lender provided pursuant to this Section 9 shall become a part of the US Dollar
RCF Commitment of such Additional Lender for all purposes of the Credit
Agreement and the other Loan Documents and (ii) the aggregate amount of the
Total US Dollar RCF Commitments under the Credit Agreement shall increase by
the aggregate amount of the increases in the US Dollar RCF Commitments of the
Additional Lenders effected pursuant to this Section 9.


10.           Section 9.9 of the Credit Agreement is
hereby amended by deleting the penultimate sentence of said Section in its
entirety and inserting the following new sentence in lieu thereof:


 

















 


“The Syndication Agent or any Documentation Agent may,
at any time, by notice to the Lenders and the Administrative Agent, resign as
Syndication Agent or Documentation Agent, as the case may be, hereunder,
whereupon the duties, rights, obligations and responsibilities of the
Syndication Agent or the Documentation Agent, as the case may be, hereunder
shall automatically be assumed by, and inure to the benefit of, the
Administrative Agent, without any further act by any Arranger, any Agent or any
Lender.”.


 


11.           Section 9.11 of the Credit Agreement is
hereby amended by deleting said Section in its entirely and inserting the
following new Section 9.11 in lieu thereof:


“9.11       The Arrangers, the Syndication Agent
and the Documentation Agents.  Each
Arranger, the Syndication Agent and each Documentation Agent, in their
respective capacities as such, shall have no duties or responsibilities, and
shall incur no liability, under this Agreement and the other Loan Documents.”.


12.           Section 10.1 of the Credit Agreement is
hereby amended by inserting the text “without the consent of each Lender
directly affected thereby” immediately following the text “Section 10.6”
appearing in clause (ix) of said Section.


13.           Schedule 1.1A to the Credit Agreement is
hereby amended by deleting same in its entirety and inserting in lieu thereof
new Schedule 1.1A as it appears as attached hereto.


14.           The cover page to the Credit Agreement is
hereby amended by inserting the text “BANK OF AMERICA, N.A., FIFTH THIRD BANK
and NATIONAL CITY BANK, as Documentation Agents” immediately following the text
“DEUTSCHE BANK AG CANADA BRANCH, as Canadian Agent” appearing therein.


11.           Each Loan Party acknowledges and
agrees that all Obligations of the Borrowers and guaranties thereof by the Loan
Parties (including, without limitation, all US Dollar RCF Loans and other
extensions of credit made pursuant to the additional US Dollar RCF Commitments
provided pursuant to Section 9 above) shall (i) be fully guaranteed pursuant to
the Guarantee and Collateral Agreement and (ii) be fully secured pursuant to
the Security Documents.


II.            Miscellaneous Provisions.


1.             In order to induce the Lenders to enter into this
Amendment, each Borrower hereby represents and warrants that:


(a)           no Default or Event
of Default exists as of the First Amendment Effective Date, both immediately
before and immediately after giving effect thereto; and


(b)           all of the
representations and warranties contained in the Credit Agreement and the other
Loan Documents are true and correct in all material respects on the First
Amendment Effective Date both immediately before and immediately after giving
effect thereto, with the same effect as though such representations and
warranties 


 

















 


had been made on and as of the First Amendment
Effective Date (it being understood that any repre­sen­tation or warranty made
as of a specific date shall be true and correct in all material respects as of
such specific date).


2.             This Amendment is limited as specified and shall not
constitute a modifi­cation, acceptance or waiver of any other provision of the
Credit Agreement or any other Loan Document.


3.             This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument.  A complete set of counterparts shall be
lodged with the US Borrower and the Administrative Agent.


4.             THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.


5.             This Amendment shall become effective on the date (the “First Amendment Effective Date”)
when each of the following conditions shall have been satisfied; provided
that the First Amendment Effective Date may occur concurrently with the last of
such conditions to be satisfied:


(i)            each Borrower, each
Subsidiary Guarantor, each Additional Lender, the Administrative Agent and
Lenders constituting the Required Lenders shall have signed a counterpart
hereof (whether the same or different counterparts) and shall have delivered
(including by way of facsimile or other electronic transmission) the same to
White & Case LLP, 1155 Avenue of the Americas, New York, New York 10036,
Attention:  George Yannopoulos
(facsimile: 212-354-8113 / e-mail: gyannopoulos@whitecase.com);


(ii)           the Administrative Agent shall have
received copies of resolutions, in form and substance satisfactory to the
Administrative Agent, duly adopted by the Board of Directors (or other
applicable governing body) of each Loan Party relating to the matters herein,
such resolutions to be certified as being true and correct copies thereof by a
Secretary or Assistant Secretary of such Loan Party;


(iii)          the undersigned Lenders shall have
received a reasonably satisfactory solvency certificate substantially in the
form attached as Exhibit L to the Credit Agreement (but modified to give effect
to the US Dollar RCF Commitment Increase effected pursuant to this Amendment),
executed by the chief financial officer of the US Borrower; and


(iv) the US Borrower shall have delivered to the Administrative Agent
such documents as may be requested by the Administrative Agent in connection
with an Incremental Amendment pursuant to Section 2.25(b) of the Credit
Agreement.


6.             From and after the First Amendment
Effective Date, all references in the Credit Agreement and each of the other
Loan Documents to the Credit Agreement shall be deemed to be a reference to the
Credit Agreement as modified hereby on the First Amendment Effective Date
pursuant to the terms of this Amendment.


*          *          *


 

















 


IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized officers
to execute and deliver this Amendment as of the date first above written.




	
  LKQ CORPORATION,

  
	
  as US Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark T. Spears

  
	
   

  	
  Name: Mark T. Spears

  
	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  
	
  LKQ DELAWARE LLP,

  
	
  as Canadian Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark T. Spears

  
	
   

  	
  Name: Mark T. Spears

  
	
   

  	
  Title: Vice President

  






 

















 


 


 




	
  LEHMAN COMMERCIAL PAPER INC.,

  
	
  as Lender and as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Diane Albanese

  
	
   

  	
  Name: Diane Albanese

  
	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  
	
  LEHMAN BROTHERS COMMERCIAL BANK, 

  
	
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Brian McNany

  
	
   

  	
  Name: Brian McNany

  
	
   

  	
  Title: Authorized Signatory

  






 

















 


 


 




	
  DEUTSCHE BANK AG NEW YORK BRANCH, 

  
	
  as Lender and as US Dual Currency RCF Agent

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Erin Morrissey

  
	
   

  	
  Name: Erin Morrissey

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Omayra Laucella

  
	
   

  	
  Name: Omayra Laucella

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  DEUTSCHE BANK AG CANADA BRANCH, 

  
	
  as Lender and as Canadian Agent

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Robert A. Johnston

  
	
   

  	
  Name: Robert A. Johnston

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Marcellus Leung

  
	
   

  	
  Name: Marcellus Leung

  
	
   

  	
  Title: Assistant Vice President

  






 

















 


 




	
  BANK OF AMERICA, N.A., 

  
	
  as Documentation Agent

  
	
   

  
	
   

  
	
  By: 

  	
  /s/ Craig W. McGuire

  
	
   

  	
  Name: Craig W. McGuire

  
	
   

  	
  Title: Senior Vice President

  






 

















 


 




	
  FIFTH THIRD BANK, 

  
	
  as Documentation Agent

  
	
   

  
	
   

  
	
  By: 

  	
  /s/ Neil G. Mesch

  
	
   

  	
  Name: Neil G. Mesch

  
	
   

  	
  Title: Vice President

  






 

















 


 




	
  NATIONAL CITY BANK, 

  
	
  as Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Todd Kostelnik

  
	
   

  	
  Name: Todd Kostelnik

  
	
   

  	
  Title: Vice President

  






 

















 


 




	
  ACCU-PARTS LLC

  
	
  AKRON AIRPORT PROPERTIES, INC.

  
	
  A - RELIABLE AUTO PARTS & WRECKERS, INC.

  
	
  B & D AUTOMOTIVE INTERNATIONAL, INC.

  
	
  BODYMASTER AUTO PARTS SUPPLY, INC.

  
	
  BODYMASTER AUTO PARTS, INC.

  
	
  BUDGET AUTO PARTS U-PULL-IT, INC.

  
	
  CAR BODY CONCEPTS, INC.

  
	
  CHAMBERS PARTS DISTRIBUTORS

  
	
  DAMRON HOLDING COMPANY, LLC

  
	
  DAP TRUCKING, LLC

  
	
  DOUBLE R AUTO SALES, INC.

  
	
  FIT-RITE BODY PARTS, INC.

  
	
  FM ACQUISITION CORP.

  
	
  FENDERS AND MORE, INC.

  
	
  GLOBAL TRADE ALLIANCE, INC.

  
	
  INTEURO PARTS DISTRIBUTORS, INC.

  
	
  KAI CHINA LLC,

  
	
  each as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark T. Spears

  
	
   

  	
  Name: Mark T. Spears

  
	
   

  	
  Title: Vice President

  






 

















 


 




	
  KEYSTONE AUTOMOTIVE
  INDUSTRIES FL, INC.

  
	
  KEYSTONE AUTOMOTIVE
  INDUSTRIES MN, INC.

  
	
  KEYSTONE AUTOMOTIVE INDUSTRIES NEVADA, INC.

  
	
  KEYSTONE AUTOMOTIVE INDUSTRIES OH, INC.

  
	
  KEYSTONE AUTOMOTIVE INDUSTRIES RESOURCES, INC.

  
	
  KEYSTONE AUTOMOTIVE
  INDUSTRIES TN, INC.,

  
	
  each as a Subsidiary
  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark T. Spears

  
	
   

  	
  Name: Mark T. Spears

  
	
   

  	
  Title: Vice President

  






 

















 


 




	
  KEYSTONE AUTOMOTIVE INDUSTRIES, INC.,

  
	
  as a Subsidiary
  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark T. Spears

  
	
   

  	
  Name: Mark T. Spears

  
	
   

  	
  Title: Vice President

  






 

















 


 




	
  LKQ 1ST CHOICE AUTO PARTS, LLC

  
	
  LKQ 250 AUTO, INC.

  
	
  LKQ A & R AUTO PARTS, INC.

  
	
  LKQ ACQUISITION COMPANY

  
	
  LKQ ALL MODELS CORP.

  
	
  LKQ APEX AUTO PARTS, INC.

  
	
  LKQ ATLANTA, L.P.

  
	
  LKQ AUTO PARTS OF CENTRAL CALIFORNIA, INC.

  
	
  LKQ AUTO PARTS OF MEMPHIS, INC.

  
	
  LKQ AUTO PARTS OF NORTH TEXAS, INC.

  
	
  LKQ AUTO PARTS OF NORTH TEXAS, L.P.

  
	
  LKQ AUTO PARTS OF ORLANDO, LLC

  
	
  LKQ AUTO PARTS OF UTAH LLC

  
	
  LKQ BEST AUTOMOTIVE CORP.

  
	
  LKQ BIRMINGHAM, INC.

  
	
  LKQ BRAD’S AUTO & TRUCK PARTS, INC.

  
	
  LKQ BROADWAY AUTO PARTS, INC.

  
	
  LKQ COPHER SELF SERVICE AUTO PARTS-BRADENTON, INC.

  
	
  LKQ COPHER SELF SERVICE AUTO PARTS-CLEARWATER INC.

  
	
  LKQ COPHER SELF SERVICE AUTO PARTS-ST. PETERSBURG INC.

  
	
  LKQ COPHER SELF SERVICE AUTO PARTS-TAMPA INC.

  
	
  LKQ CRYSTAL RIVER, INC.

  
	
  LKQ FOSTER AUTO PARTS SALEM, INC.

  
	
  LKQ FOSTER AUTO PARTS WESTSIDE LLC

  
	
  LKQ FOSTER AUTO PARTS, INC.

  
	
  LKQ GORHAM AUTO PARTS CORP.

  
	
  LKQ GREAT LAKES CORP.,

  
	
  each as a Subsidiary
  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark T. Spears

  
	
   

  	
  Name: Mark T. Spears

  
	
   

  	
  Title: Vice President

  






 

















 


 




	
  LKQ HOLDING CO.

  
	
  LKQ HUNTS POINT AUTO PARTS CORP.

  
	
  LKQ LAKENOR AUTO & TRUCK SALVAGE, INC.

  
	
  LKQ MANAGEMENT COMPANY

  
	
  LKQ METRO, INC.

  
	
  LKQ MID-AMERICA AUTO PARTS, INC.

  
	
  LKQ MIDWEST AUTO PARTS CORP.

  
	
  LKQ MINNESOTA, INC.

  
	
  LKQ OF INDIANA, INC.

  
	
  LKQ OF MICHIGAN, INC.

  
	
  LKQ OF NEVADA, INC.

  
	
  LKQ OF TENNESSEE, INC.

  
	
  LKQ ONLINE CORP.

  
	
  LKQ PENN-MAR, INC.

  
	
  LKQ RALEIGH AUTO PARTS CORP.

  
	
  LKQ ROUTE 16 USED AUTO PARTS, INC.

  
	
  LKQ SALISBURY, INC.

  
	
  LKQ SAVANNAH, INC.

  
	
  LKQ SELF SERVICE AUTO PARTS-HOLLAND, INC.

  
	
  LKQ SELF SERVICE AUTO PARTS-KALAMAZOO, INC.

  
	
  LKQ SELF SERVICE AUTO PARTS-MEMPHIS, LLC

  
	
  LKQ SELF SERVICE AUTO PARTS-ROCKFORD LLC

  
	
  LKQ SELF SERVICE AUTO PARTS TULSA, INC.

  
	
  LKQ SMART PARTS, INC.

  
	
  LKQ STAR AUTO PARTS, INC.

  
	
  LKQ TRIPLETTASAP, INC.

  
	
  LKQ U-PULL-IT AUTO DAMASCUS, INC.

  
	
  LKQ U-PULL-IT TIGARD, INC.

  
	
  LKQ WEST MICHIGAN AUTO PARTS, INC.,

  
	
  each as a Subsidiary
  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark T. Spears

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  






 

















 


 




	
  MICHAEL AUTO PARTS, INCORPORATED

  
	
  MID-STATE AFTERMARKET BODY
  PARTS, INC.

  
	
  NORTHERN LIGHT REFINISHING
  INC.

  
	
  PENNSYLVANIA COLLISION
  PARTS LLC

  
	
  POTOMAC GERMAN AUTO SOUTH,
  INC.

  
	
  POTOMAC GERMAN AUTO, INC.

  
	
  PULL-N-SAVE AUTO PARTS,
  LLC

  
	
  QUALITY BODY PARTS, INC.

  
	
  REDDING AUTO CENTER, INC.

  
	
  SCRAP PROCESSORS, LLC

  
	
  SPEEDWAY PULL-N-SAVE AUTO
  PARTS, LLC

  
	
  SUPREME AUTO PARTS, INC.

  
	
  TRANSMETCO CORPORATION

  
	
  TRANSWHEEL CORPORATION

  
	
  U-PULL-IT, INC.

  
	
  U-PULL-IT, NORTH, LLC,

  
	
  each as a Subsidiary
  Guarantor

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Mark T. Spears

  
	
   

  	
  Name: Mark T. Spears

  
	
   

  	
  Title:
  Vice President