Second Amendment



 Exhibit 10.1 
 SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND 
 FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT 
 This Second Amendment, Waiver and Consent to
Credit Agreement; and First Amendment to Guarantee and Collateral Agreement (collectively, this “Second Amendment”), dated as of October 21, 2009, is by and 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”), Lehman Commercial Paper Inc. (“LCPI”), as Administrative Agent under the Credit Agreement referred to below (in such capacity, the “Existing Administrative Agent”) and as Swing Line
Lender under the Credit Agreement (in such capacity, the “Existing Swing Line Lender”), the undersigned Lenders party to the Credit Agreement 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. 
 W I T N E S S E T H: 
 WHEREAS, the Borrowers, various lenders from time to time party thereto (the “Lenders”), Lehman Brothers Inc. and Deutsche Bank Securities Inc. (“DBSI”), as Arrangers,
DBSI, as Syndication Agent, Deutsche Bank AG New York Branch (“DBNY”), as US Dual Currency RCF Agent, Deutsche Bank AG Canada Branch, as Canadian Agent, and the Existing Administrative Agent are party to a Credit Agreement, dated as
of October 12, 2007 (as amended, supplemented and/or otherwise modified to, but not including, the date hereof, the “Credit Agreement”); 
 WHEREAS, on October 5, 2008, LCPI commenced a voluntary case under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) and on such date, pursuant to section
362(a) of the Bankruptcy Code, an automatic stay went into effect that prohibits actions to interfere with, or obtain possession or control of, LCPI’s property or to collect or recover from LCPI any debts or claims that arose before such date;

 WHEREAS, LCPI desires to resign from its capacities as the Administrative Agent and Swing Line Lender under the Loan
Documents, and DBNY desires to be appointed as the successor Administrative Agent (in such capacity, the “Successor Administrative Agent”) under the Loan Documents, effective as of the Second Amendment Effective Date (as defined
below), pursuant to a Resignation and Assignment Agreement, dated the date hereof, in the form of Exhibit A hereto (the “Resignation and Assignment Agreement”), among the Borrowers, the other Loan Parties, the Existing
Administrative Agent and DBNY, as the Successor Administrative Agent; 
 WHEREAS, the Existing Administrative Agent and the
Successor Administrative Agent request that the Required Lenders consent to such resignation and appointment and waive the provisions of Section 9.9 of the Credit Agreement requiring 10 days’ notice of the Existing Administrative
Agent’s resignation; 







 WHEREAS, the Loan Parties have requested certain amendments to the Credit Agreement and the
Guarantee and Collateral Agreement and certain waivers, consents and agreements with respect to the Credit Agreement, in each case as described herein; 
 WHEREAS, pursuant to Section 10.1 of the Credit Agreement, the consent of the Required Lenders and each US Dollar RCF Lender (in the case of the agreements set forth in paragraph 1 of Section II
hereof) are required to effect the amendments, consents, waivers and other agreements set forth herein; and 
 WHEREAS, subject
to the terms and conditions of this Second Amendment, the parties hereto wish to amend and enter into agreements with respect to certain provisions of the Credit Agreement and the Guarantee and Collateral Agreement, and the Existing Administrative
Agent and the Lenders wish to grant certain waivers and consents with respect to certain provisions of the Credit Agreement, in each case as herein provided; 
 NOW, THEREFORE, it is agreed: 
 I. Consent and Waiver With Respect to Credit
Agreement. 
 1. Waiver. Effective as of the Second Amendment Effective Date, the Required Lenders hereby waive the
requirement in Section 9.9 of the Credit Agreement that the Lenders receive at least 10 days’ prior notice of the resignation of LCPI as the Administrative Agent. 
 2. Consent. Effective as of the Second Amendment Effective Date, the Required Lenders and the Borrowers, in accordance with
Section 9.9 of the Credit Agreement, hereby (i) consent to the appointment of DBNY as the Successor Administrative Agent and (ii) consent to all of the terms of, and authorize the Existing Administrative Agent and the Successor
Administrative Agent to enter into, the Resignation and Assignment Agreement. 
 II. Agreements with respect to US Dollar RCF Commitments and
Related Obligations of LCPI and Availability of Swing Line Loans. 
 1. US Dollar RCF Commitment Termination of LCPI,
Repayment of LCPI’s US Dollar RCF Loans, etc. Notwithstanding anything to the contrary contained in Section 2.9, 2.10, 2.11, 2.18 or 10.7 of the Credit Agreement (including any otherwise applicable notice or payment multiples
requirements described therein), the Borrowers, LCPI, the Required Lenders and all of the US Dollar RCF Lenders hereby agree that (A) on the Second Amendment Effective Date, (i) the US Dollar RCF Commitment of LCPI shall terminate in its
entirety and shall be permanently reduced to $0.00, (ii) the Total US Dollar RCF Commitments shall be reduced by the amount of the US Dollar RCF Commitment of LCPI so terminated and (iii) the US Dollar RCF Percentage of the US Dollar RCF
Lenders shall be automatically adjusted to give effect to the termination of the US Dollar RCF Commitment of LCPI and the related reduction of the Total US Dollar RCF Commitments, (B) for purposes of calculating the commitment fee payable
pursuant to Section 2.9(a) and any letter of credit fee accruing pursuant to Section 3.3(a) of the Credit Agreement since June 30, 2009, the US Dollar RCF Commitment of LCPI shall be deemed to have been terminated, and all US Dollar
RCF Loans made by LCPI shall be deemed to have been repaid in full, on June 30, 2009, with the effect that the US Borrower shall have no obligation to pay LCPI (and LCPI shall not be entitled to) its US Dollar RCF Percentage of any such
commitment fee or any letter of credit fee, in either case accruing since June 30, 2009 and (C) after giving effect to the foregoing transactions, (x) LCPI shall cease to constitute a “US Dollar RCF Lender” under the Credit
Agreement; provided that LCPI, in its capacity as a US Dollar RCF Lender, shall remain entitled to its rights pursuant to indemnification provisions of the Loan Documents which by their terms would survive the repayments of the Loans and the
termination of the Credit Agreement and (y) LCPI shall have no further obligation to fund any amount or extend any credit as a US Dollar RCF Lender under the Loan Documents. 
  

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 2. No Right to Request Swing Line Loans. Notwithstanding anything to the contrary
contained in Section 2.6 or 2.7 of the Credit Agreement, from and after the Second Amendment Effective Date, the US Borrower shall have no right to request or incur any Swing Line Loan. 
 III. Amendments to Credit Agreement. 
 As of the Second Amendment Effective Date, and subject to the satisfaction of the conditions set forth in Section V hereof: 
 1. The preamble to the Credit Agreement is hereby amended by (i) inserting the text “(“LCPI”)” immediately following the text “LEHMAN COMMERCIAL PAPER INC.”
appearing therein, (ii) inserting the text “, together with any successor in such capacity” immediately prior to the text “, the “Administrative Agent” appearing therein and (iii) inserting the text
(“DBNY”) immediately following the text “DEUTSCHE BANK AG NEW YORK BRANCH” appearing therein. 
 2.
Section 1.1 of the Credit Agreement is hereby amended by inserting the following new definitions in said Section in the appropriate alphabetical order: 
 “DBNY”: as defined in the preamble hereto. 
 “LCPI”: as defined in the preamble hereto. 
 “Resignation and Assignment Agreement”: that certain Resignation and Assignment Agreement, dated as of
October     , 2009, among the Borrowers, the other Loan Parties, LCPI, as Existing Administrative Agent and Existing Swing Line Lender (as each such term is defined therein), and DBNY, as Successor Administrative
Agent (as defined therein). 
 “Second Amendment” shall mean the Second Amendment, Waiver and
Consent to Credit Agreement; and First Amendment to Guarantee and Collateral Agreement, dated as of October 21, 2009. 
 “Second Amendment Effective Date” shall have the meaning provided in the Second Amendment. 
 3. The definition of “Administrative Agent” appearing in Section 1.1 of the Credit Agreement is hereby amended by inserting the following text immediately prior to the period
(“.”) appearing at the end of said definition: 
 “; provided that, from and after the
Second Amendment Effective Date, “Administrative Agent” means DBNY or any of its successors”. 
  

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 4. The definition of “US Prime Rate” appearing in Section 1.1 of the
Credit Agreement is hereby amended by deleting said definition in its entirety and inserting the following new definition in lieu thereof: 
 “US Prime Rate” shall mean the rate which DBNY announces from time to time as its prime lending rate. The Prime Rate is a reference rate and does not necessarily represent the lowest or
best rate actually charged to any customer by DBNY, which may make commercial loans or other loans at rates of interest at, above or below the US Prime Rate.”. 
 5. The definition of “Loan Documents” appearing in Section 1.1 of the Credit Agreement is hereby amended by inserting the text “, the Resignation and Assignment Agreement”
immediately following the text “Applications” appearing in said definition. 
 6. Section 2.10 of the Credit
Agreement is hereby amended by (i) inserting the text “(a) Except as provided in clause (b) below,” immediately prior to the first sentence of said Section and (ii) inserting the following new clause (b) at the end of
said Section: 
 “(b) On the Second Amendment Effective Date, (i) the US Dollar RCF Commitment of LCPI
shall terminate in its entirety and shall be permanently reduced to $0.00 and (ii) the Total US Dollar RCF Commitments shall be reduced by the amount of the US Dollar Commitment of LCPI so terminated, in each case in accordance with the terms
of Section II.1 of the Second Amendment.” 
 7. Section 9.9 of the Credit Agreement is hereby amended by inserting the
text “and Section 10.5” immediately following the text “this Section 9” appearing in the final sentence of said Section. 
 8. Section 10.2 of the Credit Agreement is hereby amended by deleting the text appearing opposite the caption “The Administrative Agent:” in said Section in its entirety inserting the
following text in lieu thereof: 
 “Deutsche Bank AG New York Branch 
 100 Plaza One, 8th Floor 
 New York, NY 10005 
 Jersey City, NJ 07311 
 Attention: Maxeen Jacques 
 Telecopy: (201) 593-2307 
 Telephone:
(201) 593-2483”. 
 9. Exhibits B, E-1, E-2, G-1, G-2, G-4, G-5, G-6, G-7, I, K-1, K-2, M and N to the Credit
Agreement are hereby amended by deleting each reference to “Lehman Commercial Paper Inc.” appearing therein and inserting the text “Deutsche Bank AG New York Branch” (or, in the case of any signature blocks thereto,
“DEUTSCHE BANK AG NEW YORK BRANCH”) in lieu thereof. 
  

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 IV. Amendments to Guarantee and Collateral Agreement. 
 As of the Second Amendment Effective Date: 
 1. The preamble to the Guarantee and Collateral Agreement is hereby amended by inserting the text “, together with any successor in such capacity” immediately prior to the text “, the
“Administrative Agent” appearing therein. 
 2. Exhibits A, C-1, C-2, D, E and F to the Guarantee and Collateral
Agreement are hereby amended by deleting each reference to “Lehman Commercial Paper Inc.” appearing therein and inserting the text “Deutsche Bank AG New York Branch” (or, in the case of any signature blocks thereto,
“DEUTSCHE BANK AG NEW YORK BRANCH”) in lieu thereof. 
 V. Conditions to Effectiveness. 
 This Second Amendment shall become effective as of the date (the “Second Amendment Effective Date”) on which each of the
following conditions precedent shall have been satisfied (which may be satisfied concurrently with the Second Amendment Effective Date): 
 1. Certain Documents. The Existing Administrative Agent shall have received each of the following, dated as of the Second Amendment Effective Date (unless otherwise agreed to by the Existing
Administrative Agent), in form and substance satisfactory to the Existing Administrative Agent: 
 (i) this
Second Amendment, duly executed by the Loan Parties, the Existing Administrative Agent, the Existing Swing Line Lender, the Required Lenders and each US Dollar RCF Lender; 
 (ii) the Resignation and Assignment Agreement, duly executed by the Loan Parties, the Existing Administrative Agent, the
Existing Swing Line Lender and the Successor Administrative Agent, dated as of the date hereof, which shall have become effective in accordance with its terms; and 
 (iii) an opinion of Victor M. Casini, General Counsel of the Loan Parties, in form and substance reasonably satisfactory to
the Existing Administrative Agent and the Successor Administrative Agent, addressed to the Existing Administrative Agent, the Successor Administrative Agent and the Lenders and addressing such matters relating to this Second Amendment and the
Resignation and Assignment Agreement as any Lender through the Existing Administrative Agent may reasonably request. 
 2. US
Dollar RCF Outstandings. On the Second Amendment Effective Date (both before and after giving effect thereto), no US Dollar RCF Loans, Swingline Loans or US Dollar RCF Payment Amounts shall be outstanding. 
 3. Costs and Expenses. As provided in Section 10.5 of the Credit Agreement, the Borrowers shall have reimbursed the Existing
Administrative Agent for all reasonable fees, costs and out-of-pocket expenses due and payable by the Borrowers pursuant to the Loan Documents, including such costs and expenses (including reasonable attorneys’ fees) for advice, assistance, or
other representation in connection with the preparation, execution and delivery of this Second Amendment and the Resignation and Assignment Agreement. 
  

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 VI. Certain Covenants and Agreements. 
 1. The Borrowers hereby covenant and agree that after giving effect to this Second Amendment, the resignation of LCPI as the Existing
Administrative Agent and as the Existing Swing Line Lender and the appointment of DBNY as the Successor Administrative Agent, the Borrower and its Subsidiaries shall comply in all respects with Section 6.13 of the Credit Agreement in accordance
with the terms thereof. 
 VII. Miscellaneous Provisions. 
 1. Reaffirmation. Each Loan Party acknowledges and agrees that (i) all Obligations of the Borrowers shall continue to be fully guaranteed pursuant to the Guarantee and Collateral Agreement and
(ii) all Obligations of the Loan Parties continue to be fully secured pursuant to the Security Documents. 
 2.
Representations and Warranties. In order to induce the Lenders to enter into this Second Amendment, each Borrower hereby represents and warrants that: 
 (i) no Default or Event of Default exists as of the Second Amendment Effective Date, both immediately before and immediately
after giving effect thereto; 
 (ii) 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 Second 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 Second 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); 
 (iii) the execution, delivery and performance by each Loan Party of this Second Amendment have been duly authorized by all
requisite corporate or other action on the part of such Loan Party and will not violate any of the certificates or articles of incorporation, certificates of formation, limited liability company agreement or by-laws (or equivalent organizational
documents) of such Loan Party; and 
 (iv) this Second Amendment has been duly executed and delivered by each
Loan Party, and each of this Second Amendment and the Credit Agreement as amended or otherwise modified hereby constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with their
terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and other similar laws relating to or affecting creditors’ rights generally and by the application of general equitable principles
(whether considered in proceedings at Law or in equity). 
  

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 3. No Waiver. This Second 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. 
 4. Counterparts. This Second 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 Existing Administrative Agent. 
 5 Limitation. Each party hereto hereby agrees that this Second Amendment (i) does not impose on the Existing
Administrative Agent affirmative obligations or indemnities not already existing as of the date of its petition commencing its proceeding under chapter 11 of the Bankruptcy Code, and that could give rise to administrative expense claims, and
(ii) is not inconsistent with the terms of the Credit Agreement. 
 6. Governing Law. THIS SECOND
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. 
 7. References to Loan Documents. From and after the Second Amendment Effective Date, all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement (or, in the
case of the Credit Agreement, “this Agreement”) shall be deemed to be a reference to the Credit Agreement as modified hereby on the Second Amendment Effective Date pursuant to the terms of this Second Amendment. 
 8. Severability. The fact that any term or provision of this Second Amendment (or of the Credit Agreement, to the
extent modified pursuant to this Second Amendment) is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof
or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any person. 
 9. Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS SECOND AMENDMENT OR ANY OTHER LOAN DOCUMENT. 
 * * * 
  

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 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute
and deliver this Second 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



  

 Signature page to LKQ Second Amendment 








  

			
	 LEHMAN COMMERCIAL PAPER INC.,
 as Existing Administrative Agent, Existing Swing Line Lender and US Dollar RCF Lender

		
	 By:
	 	/s/ FRANCIS J. CHANG
		 	 Name: Francis J. Chang
 Title: Authorized Signatory

	
	LEHMAN BROTHERS COMMERCIAL BANK, as Initial US Term Loan Lender
		
	 By:
	 	/s/ DARREN S. LANE
		 	 Name: Darren S. Lane
 Title:
Operations Officer



  

 Signature page to LKQ Second Amendment 








  

			
	 DEUTSCHE BANK AG NEW YORK BRANCH,
 as US Dual Currency RCF Agent, US Dollar RCF Lender, Initial US Term Loan Lender and Dual Currency RCF Lender

		
	 By:
	 	/s/ ERIN MORRISSEY
		 	 Name: Erin Morrissey
 Title:
Vice President

		
	 By:
	 	/s/ ENRIQUE LANDAETA
		 	 Name: Enrique Landaeta
 Title:
Vice President



  

 Signature page to LKQ Second Amendment 








  

			
	 DEUTSCHE BANK AG CANADA BRANCH,
 as Canadian Agent and Canadian Term Loan Lender

		
	 By:
	 	/s/ EITAN SZLAK
		 	 Name: Eitan Szlak
 Title:
Vice President

	
	
		
	 By:
	 	/s/ MARCELLUS LEUNG
		 	 Name: Marcellus Leung
 Title:
Assistant Vice President



  

 Signature page to LKQ Second Amendment 








  

			
	 BANK OF AMERICA, N.A.,
 as Documentation Agent and a Lender

		
	 By:
	 	/s/ MEGAN COLLINS
		 	 Name: Megan Collins
 Title:
Vice President



  

 Signature page to LKQ Second Amendment 








  

			
	 FIFTH THIRD BANK,
 as Documentation Agent and a Lender

		
	 By:
	 	/s/ NEIL G. MESCH
		 	 Name: Neil G. Mesch
 Title:
Vice President



  

 Signature page to LKQ Second Amendment 









			
	 NATIONAL CITY BANK,
 as Documentation Agent and a Lender

		
	 By:
	 	/s/ JON HINARD
		 	 Name: Jon Hinard
 Title:
Senior Vice President



  

 Signature page to LKQ Second Amendment 









			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	LANDMARK III CDO Limited
		
		 	By: Aladdin Capital Management, as a Lender
		
	By:	 	/s/ JAMES BRAGG
		 	Name: James Bragg
		 	Title: Authorized Signatory


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	LANDMARK IV CDO Limited
		
		 	By: Aladdin Capital Management, as a Lender
		
	By:	 	/s/ JAMES BRAGG
		 	Name: James Bragg
		 	Title: Authorized Signatory


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	LANDMARK V CDO Limited
		
		 	By: Aladdin Capital Management, as a Lender
		
	By:	 	/s/ JAMES BRAGG
		 	Name: James Bragg
		 	Title: Authorized Signatory


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	LANDMARK VI CDO Limited
		
		 	By: Aladdin Capital Management, as a Lender
		
	By:	 	/s/ JAMES BRAGG
		 	Name: James Bragg
		 	Title: Authorized Signatory


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	LANDMARK VII CDO Limited
		
		 	By: Aladdin Capital Management, as a Lender
		
	By:	 	/s/ JAMES BRAGG
		 	Name: James Bragg
		 	Title: Authorized Signatory


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	LANDMARK VIII CDO Limited
		
		 	By: Aladdin Capital Management, as a Lender
		
	By:	 	/s/ JAMES BRAGG
		 	Name: James Bragg
		 	Title: Authorized Signatory


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	LANDMARK IX CDO Limited
		
		 	By: Aladdin Capital Management, as a Lender
		
	By:	 	/s/ JAMES BRAGG
		 	Name: James Bragg
		 	Title: Authorized Signatory


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	GREYROCK CDO Limited
		
		 	By: Aladdin Capital Management, as a Lender
		
	By:	 	/s/ JAMES BRAGG
		 	Name: James Bragg
		 	Title: Authorized Signatory


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	Name of Institution:
		 	The Governor and Company of the Bank of Ireland
		
	By:	 	/s/ EDWARD A. BOYLE
		 	Name: Edward A. Boyle
		 	Title: Sr. VP
		
	By:	 	/s/ RICARDO NUNES
		 	Name: Ricardo Nunes
		 	Title: Vice President


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	Name of Institution:
		
		 	THE BANK OF NOVA SCOTIA
		
	By:	 	/s/ J.F. TODD
		 	Name: J.F. Todd
		 	Title: Managing Director


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	Name of Institution:
		
		 	BANK OF SCOTLAND PLC
		
	By:	 	/s/ JULIA R. FRANKLIN
		 	Name: Julia R. Franklin
		 	Title: Assistant Vice President


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	Name of Institution:
		
		 	Bank of Tokyo-Mitsubishi UFJ Trust Company
		
	By:	 	/s/ CHARLES STEWART
		 	Name: Charles Stewart
		 	Title: Vice President


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	Name of Institution:
		
		 	Barclays Bank PLC
		
	By:	 	/s/ ALEX STROMBERG
		 	Name: Alex Stromberg
		 	Title:


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	Name of Institution:
		
		 	Branch Banking & Trust Company
		
	By:	 	/s/ RICHARD L. KEEVER JR.
		 	Name: Richard L. Keever Jr.
		 	Title: Senior Vice President


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	CIT BANK
		
	By:	 	/s/ DANIEL BURNETT
		 	Name: Daniel Burnett
		 	Title: Authorized Signatory


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	Name of Institution:
		
		 	ColumbusNova CLO Ltd. 2006-I
		
	By:	 	/s/ ERIK NELSON
		 	Name: Erik Nelson
		 	Title: Associate


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	 Name of Institution:

		
		 	ColumbusNova CLO Ltd. 2006-II
		
	By:	 	/s/ ERIK NELSON
		 	Name: Erik Nelson
		 	Title: Associate


  

 Signature page to LKQ Second Amendment 









			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	 Name of Institution:

		
		 	ColumbusNova CLO Ltd. 2007-I
		
	By:	 	/s/ ERIK NELSON
		 	Name: Erik Nelson
		 	Title: Associate


  

 Signature page to LKQ Second Amendment 









			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	 Name of Institution:

		
		 	 Denali Capital LLC, managing member of
 DC Funding Partners LLC, portfolio manager for
 DENALI CAPITAL CLO IV, LTD., or an affiliate

		
	By:	 	/s/ KELLI C. MARTI
		 	Name: Kelli C. Marti
		 	Title: Senior Vice President


  

 Signature page to LKQ Second Amendment 









			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	 Name of Institution:

		
		 	 Denali Capital LLC, managing member of
 DC Funding Partners LLC, portfolio manager for
 DENALI CAPITAL CLO V, LTD., or an affiliate

		
	By:	 	/s/ KELLI C. MARTI
		 	Name: Kelli C. Marti
		 	Title: Senior Vice President


  

 Signature page to LKQ Second Amendment 









			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	 Name of Institution:

		
		 	 Denali Capital LLC, managing member of
 DC Funding Partners LLC, portfolio manager for
 DENALI CAPITAL CLO VI, LTD., or an affiliate

		
	By:	 	/s/ KELLI C. MARTI
		 	Name: Kelli C. Marti
		 	Title: Senior Vice President


  

 Signature page to LKQ Second Amendment 









			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	 Name of Institution:

		
		 	 Denali Capital LLC, managing member of
 DC Funding Partners LLC, portfolio manager for
 DENALI CAPITAL CLO VII, LTD., or an affiliate

		
	By:	 	/s/ KELLI C. MARTI
		 	Name: Kelli C. Marti
		 	Title: Senior Vice President


  

 Signature page to LKQ Second Amendment 









			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	 Name of Institution:

		
		 	Blue Shield of California
		
	 By:  
	 	/s/ DAVID ARDINI
		 	 
		 	Name: David Ardini
		 	Title: Vice President


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND
AMENDMENT, WAIVER AND CONSENT TO
CREDIT AGREEMENT; AND FIRST AMENDMENT
TO GUARANTEE AND
COLLATERAL
AGREEMENT
	
	 Name of Institution:

		
		 	ERSTE GROUP BANK AG
		
	 By:  
	 	/s/ BRANDON A. MEYERSON
		 	Name: Brandon A. Meyerson
		 	Title: Director
		
	 By:
	 	/s/ BRYAN J. LYNCH
		 	Name: Bryan J. Lynch
		 	Title: Executive Director


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND
AMENDMENT, WAIVER AND CONSENT TO
CREDIT AGREEMENT; AND FIRST AMENDMENT
TO GUARANTEE AND
COLLATERAL
AGREEMENT
	
	 Name of Institution:

		
		 	Franklin CLO V, Limited
		
	 By:  
	 	/s/ DAVID ARDINI
		 	Name: David Ardini
		 	Title: Vice President


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL
AGREEMENT
	
	 Name of Institution:

		
		 	Franklin CLO VI, Limited
		
	 By:
	 	/s/ DAVID ARDINI
		 	 
		 	Name: David Ardini
		 	Title: Vice President


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND
AMENDMENT, WAIVER AND CONSENT TO
CREDIT AGREEMENT; AND FIRST AMENDMENT
TO GUARANTEE AND COLLATERAL
AGREEMENT

	
	 GENERAL ELECTRIC CAPITAL CORPORATION

		
	 By:
	 	/s/ JAMES M. CUNNINGHAM
		 	 
		 	Name: James M. Cunningham
		 	Title: Duly Authorized Signatory


 Signature page to LKQ Second Amendment 








	
	SIGNATURE PAGE TO THE SECOND
AMENDMENT, WAIVER AND CONSENT TO
CREDIT AGREEMENT; AND FIRST
AMENDMENT TO GUARANTEE AND
COLLATERAL AGREEMENT
	
	Name of Institution:
	
	GULF STREAM-COMPASS CLO 2003-I, LTD
	By: Gulf Stream Asset Management LLC
	As Collateral Manager
	
	GULF STREAM-COMPASS CLO 2004-I, LTD
	By: Gulf Stream Asset Management LLC
	As Collateral Manager
	
	GULF STREAM-COMPASS CLO 2005-I, LTD
	By: Gulf Stream Asset Management LLC
	As Collateral Manager
	
	GULF STREAM-COMPASS CLO 2005-II, LTD
	By: Gulf Stream Asset Management LLC
	As Collateral Manager
	
	GULF STREAM-COMPASS CLO 2006-I, LTD
	By: Gulf Stream Asset Management LLC
	As Collateral Manager
	
	GULF STREAM-COMPASS CLO 2007-I, LTD
	By: Gulf Stream Asset Management LLC
	As Collateral Manager
	
	GULF STREAM-COMPASS CLO 2007, LTD
	By: Gulf Stream Asset Management LLC
	 As Collateral Manager
                                        
                 ,

	as a Lender
	
	 By: /s/ BARRY K. LOVE

	 Name: Barry K. Love

	 Title: Chief Credit Officer



  

 Signature page to LKQ Second Amendment 









			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	 Name of Institution:

		
		 	HSBC BANK USA, NA
		
	By:	 	/s/ KEITH J. CABLE
		 	Name: Keith J. Cable
		 	Title: Vice President


  

 Signature page to LKQ Second Amendment 









			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	 Name of Institution:

		
		 	Bacchus (US) 2006-1, Ltd.
		
	By:	 	/s/ DAVID SNYDER
		 	Name: David Snyder
		 	Title: President


  

 Signature page to LKQ Second Amendment 









			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	 Name of Institution:

		
		 	JPMorgan Chase Bank, N.A.
		
	By:	 	/s/ DAVID J. RUDOLPH
		 	Name: David J. Rudolph
		 	Title: Vice President


  

 Signature page to LKQ Second Amendment 









			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	 Name of Institution:

		
		 	KATONAH VIII CLO LTD.
		
	By:	 	/s/ DANIEL GILLIGAN
		 	Name: Daniel Gilligan
		 	Title: Authorized Officer
		 	Katonah Debt Advisors, L.L.C.
		 	As Manager


  

 Signature page to LKQ Second Amendment 









			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	 Name of Institution:

		
		 	KATONAH IX CLO LTD.
		
	By:	 	/s/ DANIEL GILLIGAN
		 	Name: Daniel Gilligan
		 	Title: Authorized Officer
		 	Katonah Debt Advisors, L.L.C.
		 	As Manager


  

 Signature page to LKQ Second Amendment 









			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	 Name of Institution:

		
		 	KATONAH X CLO LTD.
		
	By:	 	/s/ DANIEL GILLIGAN
		 	Name: Daniel Gilligan
		 	Title: Authorized Officer
		 	Katonah Debt Advisors, L.L.C.
		 	As Manager


  

 Signature page to LKQ Second Amendment 









			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	Name of Institution:
		
		 	NACM CLO I
		
	By:	 	/s/ JOANNA WILLARS
		 	Name: Joanna Willars
		 	Title: Vice President, Authorized Signatory


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	Name of Institution:
		
		 	RAYMOND JAMES BANK, FSB
		
	By:	 	/s/ JAMES M. ARMSTRONG
		 	Name: James M. Armstrong
		 	Title: Vice President


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	Name of Institution:
		
		 	RBS Citizens
		
	By:	 	/s/ DAVID B. BEATTY
		 	Name: David B. Beatty
		 	Title: Vice President


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	 Name of Institution:
 BAKER STREET FUNDING CLO 2005-I LTD.,
 By: Seix Investment Advisors LLC, as Collateral Manager

		
		 	 BAKER STREET CLO II LTD.,
 By: Seix Investment Advisors LLC, as Collateral Manager
  
 MOUNTAIN VIEW FUNDING CLO 2006-I, LTD., By: Seix Investment Advisors LLC, as Collateral Manager

		
		 	 MOUNTAIN VIEW CLO II LTD.,
 By: Seix Investment Advisors LLC, as Collateral Manager
  
 MOUNTAIN VIEW CLO III LTD.,
 By: Seix Investment Advisors LLC, as Collateral Manager

		
	By:	 	/s/ GEORGE GOUDELIAS
		 	Name: George Goudelias
		 	Title: Managing Director


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	Name of Institution:
		
		 	Sumitomo Mitsui Banking Corporation
		
	By:	 	/s/ William M. Ginn
		 	Name: William M. Ginn
		 	Title: Executive Officer


 Signature page to LKQ Second Amendment 








			
	SIGNATURE PAGE TO THE SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
	
	SUNTRUST BANK
		
	By:	 	/s/ BRIAN C. WILLE
		 	Name: Brian C. Wille
		 	Title: Vice President


 Signature page to LKQ Second Amendment 








			
	
	 ACCU-PARTS LLC

	 AKRON AIRPORT PROPERTIES, INC.
	  	
	 A - RELIABLE AUTO PARTS & WRECKERS, INC.
	  	
	 BODYMASTER AUTO PARTS SUPPLY, INC.
	  	
	 BUDGET AUTO PARTS U-PULL-IT, INC.
	  	
	 CHAMBERS PARTS DISTRIBUTORS
	  	
	 CITY AUTO PARTS OF DURHAM, INC.
	  	
	 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

 Signature page to LKQ Second Amendment 








			
	
	 KEYSTONE AUTOMOTIVE INDUSTRIES, INC.

	 KEYSTONE AUTOMOTIVE INDUSTRIES FL, INC.
	  	
	 KEYSTONE AUTOMOTIVE INDUSTRIES MN, INC.
	  	
	 KEYSTONE AUTOMOTIVE INDUSTRIES NEVADA, 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

 Signature page to LKQ Second Amendment 








			
	 LKQ 1ST CHOICE AUTO PARTS, LLC

	 LKQ 250 AUTO, INC.
	  	
	 LKQ A & R AUTO PARTS, INC.
	  	
	 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.,
	  	
	 LKQ HEAVY TRUCK-TEXAS BEST DIESEL LP
 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 POWERTRAIN, 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 TULSA, INC.
	LKQ SMART 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
		 	Name: Mark T. Spears
		 	Title: Vice President

 Signature page to LKQ Second Amendment 








			
	MICHAEL AUTO PARTS, INCORPORATED
	PICK-YOUR-PART AUTO WRECKING
	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

 Signature page to LKQ Second Amendment 







 EXHIBIT A 
 RESIGNATION AND ASSIGNMENT AGREEMENT 
 This Resignation and Assignment
Agreement (this “Agreement”) is entered into as of October 21, 2009, by and among Lehman Commercial Paper Inc. (“LCPI”), in its capacity as resigning Administrative Agent (in such capacity, the
“Existing Administrative Agent”) for the Lenders and Issuing Lenders party to the Credit Agreement referred to below and for the Secured Parties under the Collateral Documents (as each such term is defined in the Credit Agreement)
and as Swing Line Lender (in such capacity, the “Existing Swing Line Lender”) under the Credit Agreement, Deutsche Bank AG New York Branch (“DBNY”), in its capacity as Successor Administrative Agent (as defined
below) under the Credit Agreement, 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”), and each Subsidiary of the US Borrower that is a Subsidiary Guarantor (as defined in the Credit Agreement). Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. 
 RECITALS 
 WHEREAS, the Borrowers, various lenders from time to time party thereto (the “Lenders”), Lehman Brothers Inc. and Deutsche
Bank Securities Inc. (“DBSI”), as Arrangers, DBSI, as Syndication Agent, DBNY, as US Dual Currency RCF Agent, Deutsche Bank AG Canada Branch, as Canadian Agent, and the Existing Administrative Agent are party to a Credit Agreement,
dated as of October 12, 2007 (as amended, supplemented and/or otherwise modified from time to time, the “Credit Agreement”); 
 WHEREAS, the Existing Administrative Agent desires to resign as the Administrative Agent under the Credit Agreement and the other Loan Documents, the Existing Swing Line Lender desires to resign as the
Swing Line Lender under the Credit Agreement, and DBNY desires to be appointed as the successor Administrative Agent (in such capacity, the “Successor Administrative Agent”) under the Credit Agreement and the other Loan Documents;
and 
 WHEREAS, pursuant to the Second Amendment, Waiver and Consent to Credit Agreement; and Second Amendment to Guarantee and
Collateral Agreement, dated as of the date hereof (the “Second Amendment”), the Required Lenders consented to the appointment of DBNY as the Successor Administrative Agent under the Credit Agreement and the other Loan Documents and
waived the provisions of Section 9.9 of the Credit Agreement requiring 10 days’ notice of the Existing Administrative Agent’s resignation; 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows: 
 1. Resignation and Appointment, etc. 







 (a) As of the Effective Date (as defined below), (i) the Existing
Administrative Agent hereby resigns as the Administrative Agent as provided under Section 9.9 of the Credit Agreement, (ii) the Existing Swing Line Lender hereby resigns as the Swing Line Lender as provided under Section 9.9 of the
Credit Agreement, and (iii) DBNY hereby accepts such appointment as Successor Administrative Agent. From and after the Effective Date, (1) DBNY succeeds to all the rights, powers and duties of the Existing Administrative Agent,
(2) all references in the Credit Agreement and the other Loan Documents to the term “Administrative Agent” shall mean DBNY as Successor Administrative Agent and (3) LCPI is discharged from all of its duties and obligations as the
Existing Administrative Agent and the Existing Swing Line Lender under the Credit Agreement and the other Loan Documents. Each of the parties hereto agrees to execute all documents necessary or appropriate to evidence the appointment of DBNY as the
Successor Administrative Agent. 
 (b) The parties hereto hereby confirm that, from and after the Effective
Date, (i) Sections 9.3, 9.4, 9.5, 9.6, 9.7, 9.12 and 10.5, to the extent they pertain to the Existing Administrative Agent and/or the Existing Swing Line Lender, shall survive the Existing Administrative Agent’s and the Existing Swing Line
Lender’s resignation hereunder, and inure to the benefit of LCPI, its subagents and its affiliates as to any actions taken or omitted to be taken while LCPI acted as Administrative Agent or Swing Line Lender under the Loan Documents, and
(ii) the Successor Administrative Agent shall be entitled to all of the protections of the “Administrative Agent” set forth in the Credit Agreement and the other Loan Documents. In addition, and notwithstanding anything to the
contrary contained in the Credit Agreement and the other Loan Documents, the parties hereto (and the Lenders by their acceptance and authorization of this Agreement pursuant to the Second Amendment) acknowledge and agree that the Successor
Administrative Agent shall not be liable for (A) any actions taken or omitted to be taken by LCPI (1) while it was the Administrative Agent or the Swing Line Lender, or (2) pursuant to this Agreement or (B) any actions taken or
omitted to be taken, or any determinations made, by the Successor Administrative Agent based upon the information provided by the Existing Administrative Agent with respect to any period ending prior to the Effective Date, including information in
the US Dollar-Denominated Facilities Register maintained by the Existing Administrative Agent (unless, in the case of this sub-clause (B), such action is taken or omitted to be taken with gross negligence or willful misconduct on the part of the
Successor Administrative Agent (as determined by a court of competent jurisdiction in a final and non-appealable decision)). 
 (c) As of the Effective Date, the Existing Administrative Agent hereby assigns all Liens and security interests under the Credit Agreement, the Security Documents and the other Loan Documents
(collectively, the “Assigned Loan Documents”) to DBNY, as Successor Administrative Agent, including, without limitation, all Liens with respect to Intellectual Property filed with the United States Patent and Trademark Office and
the United States Copyright Office, and DBNY, as Successor Administrative Agent, hereby assumes all such Liens and security interests, for its benefit and for the benefit of the other Secured Parties. All of such Liens and security interests shall
in all respects be continuing and in effect following execution and delivery of this Agreement and are hereby ratified and reaffirmed by the Loan Parties. Without limiting the generality of the foregoing and subject to paragraph (d) of this
Section 1, any and all references to LCPI on any publicly filed document, to the extent such filing relates to Liens and security interests assigned to the Successor Administrative Agent








 
hereby and until such filing is modified to reflect the interest of DBNY, as Successor Administrative Agent, shall, with respect to such Liens and security interests, constitute a reference to
“LCPI” as the administrative agent and collateral representative of DBNY, as Successor Administrative Agent. On and after the Effective Date, all possessory Collateral held by the Existing Administrative Agent for the benefit of the
Secured Parties shall be deemed to be held by the Existing Administrative Agent as agent and bailee for the Successor Administrative Agent for the benefit of the Secured Parties until such time as such possessory collateral has been delivered to the
Successor Administrative Agent. The Borrowers, the other Loan Parties and LCPI agree that the Successor Administrative Agent is authorized as it may deem necessary or appropriate to file in the United States (including in any state thereof) initial
financing statements, “in lieu of” financing statements, assignments of financing statements, financing change statements, amended financing statements, debentures, charges or other filings, to make any and all filings with the United
States Patent and Trademark Office or the United States Copyright Office, and to make any amendment, assignment or other filing with respect to any real property covered by any mortgages or other real property Lien filings in any United States
jurisdiction (including in any state thereof), in each instance covering any of the collateral described in any Assigned Loan Document or any other agreement, instrument or document delivered or entered into under or in connection therewith or
furnished pursuant thereto. 
 (d) With respect to any Deposit Account (as defined in the Guarantee and
Collateral Agreement) of any Loan Party over which LCPI (in its capacity as Existing Administrative Agent) has “control” (within the meaning of the Uniform Commercial Code as in effect in the relevant jurisdiction) pursuant to a deposit
account control agreement immediately prior to the occurrence of the Effective Date (a “Specified Deposit Account”), (i) the Successor Administrative Agent hereby authorizes LCPI (and LCPI hereby accepts such authorization) to
act as its agent and bailee for purposes of maintaining “control” of such Specified Deposit Account and taking any action with respect thereto, (ii) LCPI agrees to continue to maintain “control” of such Specified Deposit
Account on behalf (and for the benefit) of the Successor Administrative Agent, and (iii) LCPI agrees that it shall act under any control agreement governing such Specified Deposit Account only pursuant to a written instruction of the Successor
Administrative Agent, in each of clauses (i), (ii) and (iii), until the applicable control agreement has been amended, modified and/or restated to the satisfaction of the Successor Administrative Agent to reflect DBNY as the controlling secured
party thereunder. LCPI shall be entitled to the protections accorded to the Administrative Agent under the Loan Documents for all actions taken or not taken pursuant to this clause (d) on the same basis as if LCPI had continued (and not
resigned) as Administrative Agent after the Effective Date. 
 2. Further Assurances. 
 (a) Without limiting its obligations in any way under any of the Loan Documents, each Loan Party reaffirms and acknowledges
its obligations to DBNY as Successor Administrative Agent with respect to the Credit Agreement and the other Loan Documents and that the delivery of any agreements, instruments or any other document after the date hereof and any other actions taken
after the date hereof or to be taken after the date hereof shall be to the reasonable satisfaction of the Successor Administrative Agent. 







 (b) Each Loan Party agrees that, on or following the Effective Date, it
shall, at its own expense, promptly (or on such later date as may be determined by the Successor Administrative Agent in its sole discretion) upon request of the Successor Administrative Agent (i) execute and deliver to the Successor
Administrative Agent (x) any assignments of all Intellectual Property (in form and substance reasonably satisfactory to the Successor Administrative Agent) duly executed by the applicable Loan Party, and (y) such other documents and
certificates as the Successor Administrative Agent may reasonably request and (ii) take any and all actions as the Successor Administrative Agent may reasonably request, in each case of the actions referred to in preceding clauses (i) and
(ii), to evidence the assignment of the Liens on the Collateral or to otherwise effectuate the intent and purposes of this Agreement and Section 6.13 of the Credit Agreement. 
 (c) The Existing Administrative Agent agrees that, on or following the Effective Date, it shall promptly (i) furnish,
at the Borrowers’ expense, additional releases, termination statements and such other documents, instruments and agreements as are customary and may be reasonably requested by the Successor Administrative Agent in order to effect and evidence
more fully the matters covered hereby and (ii) deliver to the Successor Administrative Agent all original stock certificates, instruments, promissory notes and other property of the US Borrower or any of its Subsidiaries held by the Existing
Administrative Agent to the extent such relate to any of the Loan Documents, but if and only to the extent that the Existing Administrative Agent locates any such property. The Existing Administrative Agent authorizes the Loan Parties and the
Successor Administrative Agent (and their respective counsel) to prepare and file such UCC financing statements and amendments under the Uniform Commercial Code in the offices and jurisdictions that the Successor Administrative Agent deems necessary
or appropriate to effectuate the intent and purposes of this Agreement. 
 (d) Without limiting the generality
of preceding paragraphs (a), (b) and (c) of this Section 2, the applicable Loan Parties agree to enter into and to cause each depositary bank with which any Specified Deposit Account is maintained to enter into, within 15 Business
Days after Effective Date (or such longer period as may be agreed by the Successor Administrative Agent in its sole discretion), amendments, restatements or other modifications satisfactory to the Successor Administrative Agent to each deposit
account control agreement in respect of a Specified Deposit Account in order to reflect DBNY as the controlling secured party thereunder. 
 (e) The Borrowers shall reimburse the Existing Administrative Agent for all reasonable out-of-pocket costs and expenses incurred by the Existing Administrative Agent after the Effective Date in connection
with any actions taken pursuant to this Agreement. 
 3. Representations and Warranties of LCPI and DBNY. 
 (a) LCPI hereby represents and warrants that (i) it has the power and has been duly authorized by all requisite action
to enter into and has duly executed and delivered this Agreement, the Second Amendment and the other documents and agreements entered into in connection with the transactions contemplated hereby and thereby, (ii) all approvals of Governmental
Authorities required in connection with (x) the execution, delivery and performance of this Agreement, the Second Amendment and the other documents and agreements entered into in connection with the transactions contemplated hereby and thereby
and








 
(y) the legality, validity and enforceability of this Agreement, the Second Amendment and the other documents and agreements entered into in connection with the transactions contemplated hereby
and thereby, have been obtained and remain in full force and effect and (iii) the execution, delivery and performance of this Agreement, the Second Amendment and the other documents and agreements executed and delivered in connection therewith
do not and will not (A) violate any law, rule, regulation or court order to which LCPI is subject or (B) conflict with or result in a breach of the certificate or articles of incorporation or by-laws (or equivalent organizational
documents) of LCPI or any other agreement or instrument to which it is party or by which the properties of LCPI is bound. 
 (b) DBNY hereby represents and warrants that it has the power and has been duly authorized by all requisite action to enter into and has duly executed and delivered this Agreement. 
 4. Representations and Warranties of each Loan Party. Each Loan Party hereby represents and warrants that: 
 (a) both before and after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing;

 (b) such Loan Party has the power, and has been duly authorized by all requisite action, to execute and
deliver this Agreement and the other documents and agreements executed and delivered in connection herewith to which it is a party; 
 (c) this Agreement has been duly executed by such Loan Party and the other documents and agreements executed and delivered in connection herewith to which any Loan Party is a party have been duly executed
and delivered by such Loan Party, as applicable; 
 (d) this Agreement is the legal, valid and binding
obligation of such Loan Party and the other documents and agreements executed or delivered in connection herewith to which such Loan Party is a party are the legal, valid and binding obligations of such Loan Party, in each case enforceable against
such Loan Party in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’
rights and subject to general equitable principles which may limit the right to obtain equitable remedies; 
 (e) the execution, delivery and performance of this Agreement and the other documents and agreements executed and delivered in connection therewith do not and will not (i) violate any law, rule, regulation or court order to which such
Loan Party is subject or (ii) conflict with or result in a breach of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents) of such Loan
Party or any other agreement or instrument to which it is party or by which the properties of such Loan Party is bound; 
 (f) to the Borrower’s knowledge, after conducting a commercially reasonable inquiry regarding the accuracy of Schedule 2, Schedule 2 contains a complete list of all possessory
Collateral delivered to the Existing Administrative Agent; and 







 (g) all security interests created in favor of the Existing Administrative Agent for the
benefit of the secured parties under the Loan Documents are valid security interests in the Collateral, as security for the Obligations. 
 5. Conditions Precedent to Effectiveness. The obligations of the parties hereto set forth in Sections 1 and 2 hereof shall become effective immediately upon the date (the “Effective
Date”) when each of the following conditions shall first have been satisfied (which may be satisfied concurrently with the Effective Date): 
 (a) each of the parties hereto shall have executed and delivered this Agreement; 
 (b) on the Effective Date (both before and after giving effect thereto), no US Dollar RCF Loans, Swingline Loans or US Dollar RCF Payment Amounts shall be outstanding; 
 (c) LCPI shall have received from the Borrowers payment in immediately available funds of all reasonable costs and expenses
and all other amounts due and payable to it as the Existing Administrative Agent through the Effective Date in accordance with the terms of the Loan Documents and this Agreement (including reasonable fees and expenses of counsel); 
 (d) DBNY shall have confirmed in writing that it has received from LCPI all documentation described on Schedule 1
hereto; 
 (e) DBNY shall have confirmed in writing that it has received the items set forth on Schedule 2
hereto, to the extent constituting possessory Collateral; and 
 (f) the Borrowers shall have reimbursed the
Successor Administrative Agent for all reasonable fees, costs and out-of-pocket expenses incurred by it in connection with the preparation, execution and delivery of the Second Amendment and this Agreement (including reasonable attorneys’
fees); and 
 (g) (x) DBNY shall have received a copy of the Second Amendment, duly executed by the Loan Parties,
the Existing Administrative Agent, the Existing Swing Line Lender, the Required Lenders and each US Dollar RCF Lender, and (y) the Second Amendment Effective Date (as defined in the Second Amendment) shall have occurred. 
 6. Release. 
 (a) Each of the Borrower and the Loan Parties hereby unconditionally and irrevocably waive all claims, suits, debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any
kind, character or nature whatsoever, known or unknown, fixed or contingent, which any of them may have or claim to have against Lehman (whether in its capacity as an agent, lender, hedging counterparty or otherwise) or its agents, employees,
officers, affiliates, directors, representatives, attorneys, successors and assigns (collectively, the “Released Parties”) to the extent arising out of or in connection with the Loan Documents or any prior or future Borrower request
to fund or make an extension of credit under the Credit Agreement including, without limitation, any past or future failure by Lehman to fund any Loan required to be funded by it under the Credit








 
Agreement (collectively, the “Claims”). Each of the Borrower and the Loan Parties further agree forever to refrain from commencing, instituting or prosecuting any lawsuit, action
or other proceeding against any Released Parties with respect to any and all of the foregoing described waived, released, acquitted and discharged Claims and from exercising any right of recoupment or setoff that it may have under a master netting
agreement or otherwise against any Released Party with respect to Obligations under the Loan Documents. Each of the Released Parties shall be a third party beneficiary of this Agreement. 
 (b) LCPI hereby waives any right to receive any administrative fee on and after October 12, 2009 otherwise due to it
under the Fee Letter, dated July 16, 2007, by and among Deutsche Bank Trust Company Americas, Deutsche Bank Securities Inc., Lehman Commercial Paper Inc., Lehman Brothers Inc., and Lehman Brothers Commercial Bank, and each Loan Party shall no
longer be obligated to pay such administrative fee to LCPI on and after October 12, 2009. 
 7. Effect of Agreement.
The parties hereto acknowledge that, on and after the Effective Date, LCPI shall have no obligation to provide any further financial accommodations to or for the benefit of the US Borrower or its Affiliates pursuant to the Loan Documents.

 8. Limitation. Each party hereto hereby agrees that this Agreement (i) does not impose on the Existing
Administrative Agent affirmative obligations or indemnities not already existing as of the date of its petition commencing its proceeding under chapter 11 of the Bankruptcy Code, and that could give rise to administrative expense claims, and
(ii) is not inconsistent with the terms of the Credit Agreement. 
 9. Successors and Assigns. This Agreement shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Existing Administrative Agent, the Existing Swing Line Lender and the Successor Administrative Agent and shall be binding upon the successors and assigns of the
Borrowers and the other Loan Parties. 
 10. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which taken together shall be one and the same instrument. 
 11.
Headings. The paragraph headings used in this Agreement are for convenience only and shall not affect the interpretation of any of the provisions hereof. 
 12. Interpretation. This Agreement is a “Loan Document” for the purposes of the Credit Agreement. 
 13. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS SET FORTH IN THE CREDIT AGREEMENT. 
  
 [Signature page follows] 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first written above. 
  

			
	LEHMAN COMMERCIAL PAPER INC.,
	As Existing Administrative Agent, Existing Swing Line Lender and Lender
		
	 By:  
	 	 
		 	Name:
		 	Title: Authorized Signatory










			
	DEUTSCHE BANK AG NEW YORK BRANCH,
	as Successor Administrative Agent, US Dual Currency RCF Agent and Lender
		
	 By:  
	 	 
		 	Name:
		 	Title:
		
	 By:
	 	 
		 	Name:
		 	Title:


 Signature page to LKQ Resignation & Assignment Agreement 

 








			
	 DEUTSCHE BANK AG CANADA BRANCH,
 as Canadian Agent and as Lender

		
	By:	 	 
		 	Name:
		 	Title:
		
	By:	 	 
		 	Name:
		 	Title:


 Signature page to LKQ Resignation & Assignment Agreement 








			
	 Acknowledged and accepted as of the date first written above:
  
 LKQ CORPORATION,
 as US Borrower

		
	By:	 	 
		 	Name: Mark T. Spears
		 	Title: Executive Vice President
	
	 LKQ DELAWARE LLP,
 as Canadian Borrower

		
	By:	 	 
		 	Name: Mark T. Spears
		 	Title: Vice President


 Signature page to LKQ Resignation & Assignment Agreement 








			
	ACCU-PARTS LLC
	AKRON AIRPORT PROPERTIES, INC.
	A - RELIABLE AUTO PARTS & WRECKERS, INC.
	BODYMASTER AUTO PARTS SUPPLY, INC.
	BUDGET AUTO PARTS U-PULL-IT, INC.
	CHAMBERS PARTS DISTRIBUTORS
	CITY AUTO PARTS OF DURHAM, INC.
	DAMRON HOLDING COMPANY, LLC
	DAP TRUCKING, LLC
	DOUBLE R AUTO SALES, INC.
	FIT-RITE BODY PARTS, INC.
	FENDERS AND MORE, INC.
	 KAI CHINA LLC,
 each as a Subsidiary Guarantor

		
	By:	 	 
		 	Name: Mark T. Spears
		 	Title: Vice President


 Signature page to LKQ Resignation & Assignment Agreement 








			
	KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
	KEYSTONE AUTOMOTIVE INDUSTRIES FL, INC.
	KEYSTONE AUTOMOTIVE INDUSTRIES MN, INC.
	KEYSTONE AUTOMOTIVE INDUSTRIES NEVADA, INC.
	KEYSTONE AUTOMOTIVE INDUSTRIES RESOURCES, INC.
	 KEYSTONE AUTOMOTIVE INDUSTRIES TN, INC.,
 each as a Subsidiary Guarantor

		
	By:	 	 
		 	Name: Mark T. Spears
		 	Title: Vice President


 Signature page to LKQ Resignation & Assignment Agreement 








			
	LKQ 1ST CHOICE AUTO PARTS, LLC
	LKQ 250 AUTO, INC.
	LKQ A & R AUTO PARTS, INC.
	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.,
	 LKQ HEAVY TRUCK-TEXAS BEST DIESEL LP
 each as a Subsidiary Guarantor

		
	By:	 	 
		 	Name: Mark T. Spears
		 	Title: Vice President


 Signature page to LKQ Resignation & Assignment Agreement 








			
	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 POWERTRAIN, 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 TULSA, INC.
	LKQ SMART 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:	 	 
		 	Name: Mark T. Spears
		 	Title: Vice President


 Signature page to LKQ Resignation & Assignment Agreement 








			
	MICHAEL AUTO PARTS, INCORPORATED
	PICK-YOUR-PART AUTO WRECKING
	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:	 	 
		 	Name: Mark T. Spears
		 	Title: Vice President


 Signature page to LKQ Resignation & Assignment Agreement 







 Schedule 1 
 Administrative Loan Documentation 
 (a) copies of the
Loan Documents existing as of the Effective Date, together with all amendments and supplements thereto; 
 (b) a list of all of
the Lenders and their respective Loans and Commitments as of the close of business on the Effective Date; and 
 (c)
(i) copies of all of the Existing Administrative Agent’s books and records concerning the Commitments and Loans (including, without limitation, all of those books and records that evidence the amount of principal, interest and other sums
due under the Loan Documents), (ii) such other information and data as shall be reasonably necessary for the Successor Administrative Agent to establish an Intralinks website (or substantially similar electronic transmission system) for
purposes of general communications with the parties to the Loan Documents and (iii) copies of all administrative documentation with respect to the Credit Agreement and the Lenders as DBNY shall reasonably request (including, but not limited to,
tax forms of the Lenders). 
  

 Signature page to LKQ Resignation & Assignment Amendment 








 Schedule 2 
 DESCRIPTION OF POSSESSORY COLLATERAL1 
 Pledged Stock/LLC and Partnership Interests: 
  

													
	 Grantor
	 	 Issuer
	 	 Issuer’s Jurisdiction

 Under New York
 UCC Section
9-305(a)(2)
	 	 Class of
 Stock
	 	 Stock
 Certificate No.
	 	 Percentage of
 Shares
	 	 No. of Shares

		 		 		 		 		 		 	
		 		 		 		 		 		 	
		 		 		 		 		 		 	

 Pledged Notes: 
  

							
	 Grantor
	 	 Issuer
	 	 Payee
	 	 Principal Amount

		 		 		 	
		 		 		 	
		 		 		 	

 Pledged Debt Securities: 
  

									
	 Grantor
	 	 Issuer
	 	 Issuer’s Jurisdiction

 Under New York UCC
 Section 9-305(a)(2)
	 	 Payee
	 	 Principal Amount

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

  

	1	 BORROWER TO PROVIDE. 









 Pledged Trust Interests: 
  

											
	 Grantor
	 	 Issuer
	 	 Class of Trust

 Interests
	 	 Certificated

 (Y/N)
	 	 Certificate No.

 (if any)
	 	 % of Outstanding Trust
 Interests of the Issuer

		 		 		 		 		 	
		 		 		 		 		 	
		 		 		 		 		 	








 October 27, 2009 
  

	TO:	THE LENDERS AND THE BORROWERS 

  

	CC:	LEGAL COUNSEL 

  

	RE:	LKQ CORPORATION (AS US BORROWER) CREDIT AGREEMENT, DATED AS OF OCTOBER 12, 2007 (THE “CREDIT AGREEMENT”) 

 SECOND AMENDMENT EFFECTIVENESS NOTICE 
 Please be
advised that the conditions to effectiveness pursuant to Section V of the Second Amendment, Waiver and Consent to Credit Agreement; and First Amendment to Guarantee and Collateral Agreement, dated as of October 21, 2009 (the “Second
Amendment”), in respect of the above referenced Credit Agreement (and the related Guarantee and Collateral Agreement and exhibits thereto) have been met and the Second Amendment Effective Date is October 27, 2009. A fully executed
version of the Second Amendment will be distributed shortly. 
 Signature page to LKQ Second Amendment