Third Amendment to Credit Agreement



 Exhibit 10.1 
 THIRD AMENDMENT TO CREDIT AGREEMENT; AND 
 SECOND AMENDMENT TO GUARANTEE AND
COLLATERAL AGREEMENT 
 THIRD AMENDMENT TO CREDIT AGREEMENT; AND SECOND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
(collectively, this “Third Amendment”), dated as of November 10, 2010, 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”), and the undersigned Lenders party to the Credit Agreement referred to below.
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, the Lenders, Deutsche Bank Securities Inc., as Syndication Agent, Deutsche Bank AG New York Branch, as
Administrative Agent (in such capacity, the “Administrative Agent”) and 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 (as
amended, modified and/or supplemented to but not including the Third Amendment Initial Effective Date referred to below, the “Credit Agreement”); 
 WHEREAS, the US Borrower, certain of the US Borrower’s Subsidiaries and the Administrative Agent are parties to a Guarantee and Collateral Agreement, dated as of October 12, 2007 (as amended,
modified and/or supplemented to but not including the Third Amendment Initial Effective Date, the “Guarantee and Collateral Agreement”); 
 WHEREAS, the Borrowers have requested an amendment to the Credit Agreement and the Guarantee and Collateral Agreement as described herein; and 

WHEREAS, subject to the terms and conditions of this Third Amendment, the parties hereto wish to amend the Credit Agreement and the
Guarantee and Collateral Agreement as herein provided. 
 NOW, THEREFORE, it is agreed: 

 

	I.	Initial Amendments to Credit Agreement. 

 The following amendments to the Credit Agreement shall become effective on the Third Amendment Initial Effective Date: 
 1. Section 1.1 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order in said Section: 

“Asset Swap”: any transfer of assets of the US Borrower or any Subsidiary to any Person (other than an
Affiliate of such US Borrower or such Subsidiary) in exchange for assets of such Person if: 
 (i) such exchange
would qualify, whether in part or in full, as a like kind exchange pursuant to Section 1031 of the Code; provided that nothing in this definition shall require the US Borrower or any Subsidiary to elect that Section 1031 of the Code
be applicable to any Asset Swap; 







 (ii) the Fair Market Value of any property or assets received is at least
equal to the Fair Market Value of the property or assets so transferred; and 
 (iii) to the extent applicable,
any “boot” or other assets received by the US Borrower or any Subsidiary is directly related to, and/or consists of Equity Interests issued by a Person in, a business permitted under Section 7.15 and any Net Sale Proceeds from the
disposition of such boot or other assets (and any Net Sale Proceeds in the form of cash “boot”) are applied as required by Section 7.5(j). 
 “Defaulting Lender”: any Lender that has (a) failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans or participations
in Letters of Credit or Swing Line Loans or (ii) pay over to any Facility Agent, any Issuing Lender, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder, unless, in each case, such Lender notifies the
Administrative Agent in writing that failure is the subject of a good faith dispute and, in the case of any failure to fund under clause (i), such failure results from such Lender’s good faith determination that (x) the conditions
precedent to funding have not been satisfied or (y) is otherwise the subject of a good faith dispute, (b) notified the Borrower, any Facility Agent, any Issuing Lender, the Swing Line Lender or any Lender in writing that it does not intend
to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it
commits to extend credit, (c) failed, within two Business Days after a good faith request by any Facility Agent, any Issuing Lender or the Swing Line Lender to provide a certification in writing from such Lender’s chief financial officer
or other senior executive officer that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swing Line Loans; provided that such
Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon each Facility Agent’s, each Issuing Lenders’ or the Swing Line Lender’s, as the case may be, receipt of such certification, or (d) become the
subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed
for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has
had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership, or the acquisition of any ownership, interest in such
Lender or a parent company thereof or the exercise of control over such Lender or parent company thereof by a Governmental Authority or instrumentality thereof. 

  
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 “Non-Perfected Deposit Account”: as defined in the
Guarantee and Collateral Agreement. 
 “Segregated Account”: a Deposit Account and/or Securities
Account (as each such term is defined in the Guarantee and Collateral Agreement) designated in writing by the US Borrower to the Administrative Agent as the “Segregated Account” and (i) over which the Administrative Agent has
“control” (within the meaning of Section 9-104 and/or Section 9-106 of the UCC, as the case may be) and (ii) into which Net Cash Proceeds of Indebtedness incurred by the US Borrower in reliance on Section 7.2(f) (and
only such Net Cash Proceeds) are deposited pending application for the purposes described in Section 7.2(f). 
 “Third Amendment Initial Effective Date”: as defined in the Third Amendment to Credit Agreement; and Second Amendment to Guarantee and Collateral Agreement, dated as of November 10,
2010. 
 2. The definition of “Asset Sale” appearing in Section 1.1 of the Credit Agreement is hereby
amended by inserting the text “ and, for avoidance of doubt, the sale or issuance by the US Borrower of its Capital Stock” immediately after the text “Section 7.5” appearing in said definition. 

3. The definition of “Consolidated Leverage Ratio” appearing in Section 1.1 of the Credit Agreement is hereby
amended by (i) deleting the text “and the definition of “Permitted Acquisition Basket Amount”” appearing therein and (ii) inserting the following proviso before the period “(.)” at the end of said definition:

 “; provided, further that, solely for purposes of the calculation of the Consolidated Leverage Ratio as
used in determining the ECF Percentage with respect to the Excess Cash Flow Period ended December 31, 2010, Consolidated Total Debt used in such calculation shall be reduced by the aggregate amount of cash and Cash Equivalents on deposit in the
Segregated Account on December 31, 2010”. 
 4. The definition of “Disposition” appearing in
Section 1.1 of the Credit Agreement is hereby amended by inserting the following sentence at the end of said definition: 

“For the avoidance of doubt, the term “Disposition” shall not include any sale or issuance by the US Borrower of its
Capital Stock”. 

  
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 5. The definition of “ECF Percentage” appearing in Section 1.1 of the
Credit Agreement is hereby amended by inserting the text “(for this purpose, determined after giving effect to the second proviso in the definition thereof)” immediately after the text “Consolidated Leverage Ratio” in each place
such text appears in such definition. 
 6. The definition of “Non-Guarantor Investment Basket Amount”
appearing in Section 1.1 of the Credit Agreement is hereby restated in its entirety as follows: 

““Non-Guarantor Investment Basket Amount”: at any time, with respect to the then current fiscal year
of the US Borrower during which an Investment is to be consummated, the remainder of (x) (i) in the case of the fiscal year of the US Borrower ending December 31, 2010, $45,000,000 or (ii) in the case of each subsequent fiscal
year of the US Borrower thereafter, $30,000,000, less (y) the sum of (i) the aggregate amount of Investments theretofore made in reliance on the proviso appearing in Section 7.8(c) during such fiscal year, (ii) the
aggregate amount of Investments theretofore made in reliance on clause (ii) of Section 7.8(g) during such fiscal year plus (iii) the aggregate amount of Investments theretofore made in reliance on the proviso appearing in
Section 7.8(i)(viii) during such fiscal year.” 
 7. The definition of “Permitted Acquisition Basket
Amount” appearing in Section 1.1 of the Credit Agreement is hereby deleted in its entirety. 
 8. The definition
of “Pro Forma Basis” appearing in Section 1.1 of the Credit Agreement is hereby amended by deleting the text “and the definition of “Permitted Acquisition Basket Amount”” appearing in sub-clause
(iii) of said definition. 
 9. The definition of “Retained Excess Cash Flow Amount” appearing in
Section 1.1 of the Credit Agreement is hereby amended by (i) inserting the text “and” immediately after the text “, by such amount,” appearing in sub-clause (i) of clause (B) of said definition, and
(ii) deleting the text “, and (iii) at the time all or any portion of a Permitted Acquisition is consummated in reliance on the “Retained Excess Cash Flow Amount” pursuant to clause (ii)(y) or (viii)(II) of
Section 7.8(i), by the amount of Aggregate Consideration relating to such Permitted Acquisition justified under said clause” appearing in clause (B) of said definition. 

10. The definition of “US Dollar RCF L/C Commitment” appearing in Section 1.1 of the Credit Agreement is hereby
amended by deleting the text “$35,000,000” appearing therein and inserting the text “$50,000,000” in lieu thereof. 
 11. Section 2.12(a) of the Credit Agreement is hereby amended by deleting the text “Closing Date” appearing in said Section and inserting the text “Third Amendment Initial Effective
Date” in lieu thereof. 

  
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 12. Section 2.12(b) of the Credit Agreement is hereby amended by deleting the text
“$20,000,000” appearing sub-clause (i) of the proviso appearing in the first sentence of said Section and inserting the text “$50,000,000” in lieu thereof. 

13. Section 2.24 of the Credit Agreement is hereby amended by deleting the text “defaults in its obligation to make Loans
hereunder” appearing in clause (b) of such Section and inserting the text “is a Defaulting Lender” in lieu thereof. 
 14. Section 4.19(a) of the Credit Agreement is hereby amended by inserting the text “(other than any Non-Perfected Deposit Account)” immediately after the text “of the Loan Parties
party thereto in such Collateral” appearing in said Section. 
 15. Section 6.10 of the Credit Agreement is hereby
amended by (i) inserting the text “(other than any Non-Perfected Deposit Accounts)” immediately after the text “does not have a perfected Lien” appearing in clause (a) of said Section, and (ii) inserting the text
“(other than any Non-Perfected Deposit Accounts)” immediately after the text “a perfected first priority security interest in the Collateral” appearing in clause (c) of said Section. 

16. Section 7.2(f) of the Credit Agreement is hereby amended by restating sub-clause (vii) appearing therein in its entirety as
follows: 
 “(vii) unless (x) a Responsible Officer shall have delivered an officer’s certificate to the
Administrative Agent on the date of the incurrence of such Indebtedness, certifying that the Net Cash Proceeds of such Indebtedness are intended to be used to (i) consummate a Permitted Acquisition and/or pay fees and expenses incurred in
connection therewith, (ii) make Capital Expenditures and/or (iii) make a voluntary prepayment in respect of the Term Loans, in each case, within 364 days following such date of incurrence and (y) the Net Cash Proceeds of such
Indebtedness are then applied to (i) finance a Permitted Acquisition and/or pay fees and expenses incurred in connection therewith and/or (ii) finance Capital Expenditures and/or (iii) make a voluntary prepayment of the Term Loans as
the case may be, within such 364-day period, the Net Cash Proceeds of such Indebtedness are applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Section 2.12(a)”. 

17. Section 7.5(i) of the Credit Agreement is hereby amended by (i) deleting the amount “$20,000,000” appearing
therein and inserting the amount “$50,000,000” in lieu thereof and (ii) deleting the period “(.)” at the end of said Section and inserting the text “; and” in lieu thereof. 

18. Section 7.5 of the Credit Agreement is hereby further amended by inserting the following new clause (j) at the end of said
Section: 
 “(j) Asset Swaps made in accordance with the requirements of the definition thereof, so long as
(i) if the Fair Market Value of the assets transferred exceeds $2,500,000 but is less than $25,000,000, the board of directors of the US Borrower approves such transfer and exchange, (ii) if the Fair Market Value of the assets transferred
equals or exceeds $25,000,000, the board of directors of the US Borrower approves such transfer and exchange and the US Borrower secures an appraisal of the property or assets received given by an unaffiliated third party in form and substance
reasonably satisfactory to the Administrative Agent, (iii) the Fair Market Value of any property or assets received in connection therewith is at least equal to the Fair Market Value of the property or assets so transferred, (iv) each such
Asset Swap is effected in connection with an Investment permitted by Section 7.8, (v) to the extent applicable, any “boot” or other assets received by the US Borrower or any of its Subsidiaries complies with the requirements of
clause (iv) above and the Net Cash Proceeds, if any, of such boot or other assets (including any “boot” received in the form of cash) are applied as (and to the extent) required by Section 2.12(b), and (vi) no Default or
Event of Default then exists or would result therefrom.”. 

  
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 19. Section 7.7(e) of the Credit Agreement is hereby amended by inserting the text
“, if positive,” immediately prior to the text “the Retained Excess Cash Flow Amount then in effect” appearing in said Section. 
 20. Section 7.8 of the Credit Agreement is hereby amended by (i) deleting the proviso appearing in clause (c) of said Section and inserting the text “; provided that the
aggregate amount of such Investment made by either Borrower or a Subsidiary Guarantor during any fiscal year of the US Borrower in any Subsidiary that is not a Borrower or a Subsidiary Guarantor (for the avoidance of doubt, excluding Investments
made pursuant to Section 7.8(f)) shall not exceed the Non-Guarantor Investment Basket Amount then in effect for such fiscal year” in lieu thereof, and (ii) deleting the text “not to exceed the Non-Guarantor Investment Basket
Amount then in effect” appearing in clause (g) of said Section and inserting the text “not to exceed, in any fiscal year of the US Borrower, the Non-Guarantor Investment Basket Amount then in effect for such fiscal year” in lieu
thereof. 
 21. Section 7.8 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the
end of clause (h) of said Section, (ii) deleting sub-clause (ii) of clause (i) of said Section in its entirety and inserting the text “[reserved]” in lieu thereof, (iii) deleting sub-clause (viii) of clause
(i) of said Section and inserting the following new text in lieu thereof: 
 “(viii) in any fiscal year
of the US Borrower, the sum of the Aggregate Consideration paid in respect of all acquisitions of Persons that do not become Subsidiary Guarantors (and/or assets that do not become direct Collateral of a Subsidiary Guarantor (i.e., Collateral
other than Capital Stock owned by a Subsidiary Guarantor)) shall not exceed the Non-Guarantor Investment Basket Amount then in effect for such fiscal year; and”, 
 (iv) deleting the period “(.)” at the end of clause (i) of said Section and inserting a semi-colon “;” in lieu thereof, and (v) inserting the following new clauses
(j) and (k) immediately after clause (i) of said Section: 
 “(j) Asset Swaps may be
consummated in accordance with the definition thereof and Section 7.5(j); and 

  
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 (k) to the extent constituting Investments, Hedge Agreements permitted under
Section 7.19.” 
 22. Section 7.19 of the Credit Agreement is hereby amended by deleting the text “interest
rates or foreign exchange rates” appearing therein and inserting the text “interest rates, foreign exchange rates or commodity prices” in lieu thereof. 
  

	II.	Subsequent Amendments to Credit Agreement. 

 The following amendments to the Credit Agreement shall become effective on the Third Amendment Subsequent Effective Date (as defined below): 

1. Section 2.18(a) of the Credit Agreement is hereby amended by inserting the text “(subject to Section 2.27)”
immediately after the text “shall be made” appearing in the first two sentences of such Section and immediately after the text “shall be applied” appearing in the fourth sentence of said Section. 

2. Section 2 of the Credit Agreement is hereby further amended by inserting the following new Section 2.27 in said Section:

 “2.27 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any
Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 
 (a) commitment fees shall cease to accrue on the Available US Dollar RCF Commitment and the Available US Dollar RCF Commitment of such Defaulting Lender pursuant to Section 2.9(a); and 

(b) if any US Dollar RCF L/C Obligations or US Dollar RCF L/C Obligations exist at the time a Lender becomes a Defaulting
Lender then, without prejudice to any rights or remedies of any Issuing Lender or any Lender hereunder, all letter of credit fees otherwise payable under Section 3.3(a) or (b), as the case may be, to such Defaulting Lender with respect to US
Dollar RCF Letters of Credit or Dual Currency RCF Letters of Credit, as the case may be, shall instead be payable to the Issuing Lender of the applicable Letter of Credit.”. 

 

	III.	Amendments to Guarantee and Collateral Agreement 

 The following amendments to the Guarantee and Collateral Agreement shall become effective on the Third Amendment Initial Effective Date: 

1. Section 1.1 of the Guarantee and Collateral Agreement is hereby amended by inserting the following new definition in the
appropriate alphabetical order in said Section: 
 “Non-Perfected Deposit Account”: any Deposit Account of a
Grantor which (i) is a sub-concentration account, (ii) has a daily balance not in excess of $10,000,000 and (iii) is subject to daily sweep, directly or indirectly (through another Deposit Account), into another Deposit Account (other
than an Excluded Deposit Account or another Deposit Account constituting a “Non-Perfected Deposit Account”). 

  
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 2. The definition of “Excluded Foreign Subsidiary” appearing in Section 1.1
of the Guarantee and Collateral Agreement is hereby restated in its entirety as follows: 
 “Excluded
Foreign Subsidiary”: as to any Grantor, any Subsidiary of such Grantor that is a corporation, limited liability company or partnership organized under the laws of a jurisdiction other than the United States or any State or Territory thereof
that, in any such case, is treated as a corporation or an association taxable as a corporation for U.S. Federal income tax purposes. 
 3. The definition of “Excluded Local Deposit Account” appearing in Section 1.1 of the Guarantee and Collateral Agreement is hereby amended by deleting the text “to another
Deposit Account” and inserting the text “, directly or indirectly (through another Deposit Account), into another Deposit Account (other than a Non-Perfected Deposit Account or another Deposit Account constituting an “Excluded Deposit
Account”)” in lieu thereof. 
 4. Section 4.3 of the Guarantee and Collateral Agreement is hereby amended by
(i) inserting the text “(other than any Non-Perfected Deposit Account)” immediately after the text “fully perfected security interests in all of the Collateral” and immediately after the text “prior to all other Liens
on the Collateral” appearing in the first sentence of said Section, (ii) inserting the text “(other than any Non-Perfected Deposit Account)” immediately after the text “Investment Property” in clause (i) of the
second sentence of said Section, and (iii) inserting the text “and Non-Perfected Deposit Accounts” immediately after the text “other than Excluded Deposit Accounts” appearing in clause (ii) of the second sentence of
said Section. 
 5. Section 5.2(d) of the Guarantee and Collateral Agreement is hereby amended by inserting the text
“and Non-Perfected Deposit Accounts” immediately after the text “Excluded Deposit Accounts” appearing in said Section. 
 6. Section 5.2(g) of the Guarantee and Collateral Agreement is hereby amended by restating the first sentence of said Section in its entirety as follows: 

“Each Grantor covenants and agrees to transfer, directly or indirectly (through another Deposit Account), by the
close of business on each Business Day (in the city where the respective Excluded Local Deposit Account or Non-Perfected Deposit Account of such Grantor is maintained), any and all Cash, monies and other funds on deposit in each Excluded Local
Deposit Account and each Non-Perfected Deposit Account of such Grantor to a Deposit Account (other than an Excluded Deposit Account or Non-Perfected Deposit Account).” 
 7. Section 5.5(c) of the Guarantee and Collateral Agreement is hereby amended by (i) inserting the text “(other than Non-Perfected Deposit Accounts)” after the text “Investment
Property” appearing in sub-clause (ii) of said Section, and (ii) inserting the text “or Non-Perfected Deposit Accounts” immediately after the text “other than Excluded Deposit Accounts” appearing in sub-clause
(ii) of said Section. 

  
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 8. Schedule 2 to the Guarantee and Collateral Agreement is hereby amended by deleting the
table appearing immediately below the text “Pledged Stock: LKQ Corporation 120 North LaSalle Street, #3300 Chicago, Illinois” appearing in said Schedule and inserting in lieu thereof a replacement table in the form of Schedule 2A attached
hereto. 
  

	IV.	Miscellaneous Provisions. 


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

(a) no Default or Event of Default exists as of the Third Amendment Initial 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 Third Amendment Initial 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 Third Amendment Initial 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 Third Amendment is limited as specified and shall not constitute a modification, acceptance or waiver
of any other provision of the Credit Agreement, the Guarantee and Collateral Agreement or any other Loan Document. 
 3. Each
Borrower hereby agrees, for the benefit of the Administrative Agent and the Lenders, that the Credit Agreement, as amended hereby, and all obligations pursuant thereto, shall remain fully guaranteed pursuant to the Guarantee and Collateral
Agreements and secured pursuant to the various Security Documents, with such Guarantee and Collateral Agreements and Security Documents to remain in full force and effect after giving effect to this Third Amendment and to apply to the Credit
Agreement as amended hereby. 
 4. This Third 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. 
 5. THIS THIRD 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. 
 6. (a) Except for the amendments set forth
in Part II of this Third Amendment, the provisions of this Third Amendment shall become effective on the date (the “Third Amendment Initial Effective Date”) when each of the following conditions shall have been satisfied:

 (i) each Borrower, 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: May Yip-Daniels (facsimile: 212-354-8113 / e-mail: myip@whitecase.com); 

  
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 (ii) to the extent the condition in clause (i) immediately above has
been met, (A) the US Borrower shall have paid to the Administrative Agent for the account of each Lender which has executed and delivered to the Administrative Agent (or its designee) a counterpart hereof by 5:00 P.M. (New York City time) on
November 10, 2010 (each, a “Consenting Lender”), a non-refundable cash amendment fee in Dollars equal to 0.05% of (i.e., 5 basis points on) the sum of (i) each such Lender’s Revolving Credit Commitment as in
effect at such time and (ii) the aggregate outstanding Principal Amount of such Lender’s Initial US Term Loans at such time, and (B) the Canadian Borrower shall have paid to the Canadian Agent for the account of each Consenting Lender
a non-refundable cash amendment fee in Dollars equal to 0.05% of (i.e., 5 basis points on) the sum of the aggregate outstanding Principal Amount of such Lender’s Canadian Term Loans, which fee, in each case, shall not be subject to
counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any other matter; and 

(iii) the US Borrower shall have paid to the Administrative Agent and the Lenders all reasonable fees, costs and expenses
(including, without limitation, reasonable legal fees and expenses) payable to the Administrative Agent and the Lenders to the extent then due. 
 (b) The amendments contained in Part II of this Third Amendment shall become effective on the date (the “Third Amendment Subsequent Effective Date”) when each of the following conditions
shall have been satisfied: 
 (i) the Third Amendment Initial Effective Date shall have occurred; and 

(ii) each US Dollar RCF Lender and each Dual Currency RCF Lender 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: May Yip-Daniels (facsimile:
212-354-8113 / e-mail: myip@whitecase.com). 
 7. From and after the Third Amendment Initial Effective Date and the Third
Amendment Subsequent Effective Date, all references in the Credit Agreement, the Guarantee and Collateral Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be a reference to the Credit Agreement or the
Guarantee and Collateral Agreement, as the case may be, as modified hereby on the Third Amendment Initial Effective Date or the Third Amendment Subsequent Effective Date, as the case may be, pursuant to the terms of this Third Amendment. 


  
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 8. By executing and delivering a copy hereof, each Subsidiary Guarantor hereby
(a) consents to the terms of this Third Amendment and the Loan Documents (as modified by this Third Amendment), (b) reaffirms all of its obligations and liabilities under each Loan Document (as such Loan Documents are modified by this
Third Amendment), all of which obligations and liabilities shall remain in full force and effect and (c) agrees that all Loans shall be fully guaranteed and fully secured pursuant to the Guarantee and Collateral Agreement to which it is party
in accordance with the terms and provisions thereof. 
 *     *     * 

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

					
	LKQ CORPORATION,
	as US Borrower
		
	By:	 	 /s/ JOHN S. QUINN

		 	Name:	 	John S. Quinn
		 	Title:	 	Executive Vice President
	
	 LKQ DELAWARE LLP,

	as Canadian Borrower
		
	By:	 	 /s/ JOHN S. QUINN

		 	Name:	 	John S. Quinn
		 	Title:	 	Vice President



  
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 Each of the undersigned, each being a Subsidiary Guarantor under, and as defined in, the Credit Agreement
hereby consents to the entering into of the Third Amendment and agrees to the provisions thereof. 
  

	
	 Accu-Parts, LLC

	Akron Airport Properties, Inc.
	A-Reliable Auto Parts & Wreckers, Inc.
	Budget Auto Parts U-Pull-It, Inc.
	City Auto Parts of Durham, Inc.
	Damron Holding Company, LLC
	DAP Trucking, LLC
	Double R Auto Sales, Inc.
	Greenleaf Auto Recyclers, LLC
	KAI China LLC
	KAIR IL, LLC
	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.
	Kwik Auto Body Supplies, Inc.
	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 Parts-Tampa, Inc.
	LKQ Crystal River, Inc.
	LKQ Delaware LLP
	LKQ Foster Auto Parts Salem, Inc.
	[LIST CONTINUES ON NEXT PAGE]



  
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	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

	 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 Plunks Truck Parts & Equipment – Jackson, 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 – Memphis, LLC

	 LKQ Self Service Auto Parts Tulsa, Inc.

	 LKQ Self Service Auto Parts – Holland, Inc.

	 LKQ Self Service Auto Parts – Kalamazoo, Inc.

	 LKQ Smart Parts, Inc.

	 LKQ Southwick LLC

	 LKQ Taiwan Holding Company

	 LKQ Triplett ASAP, Inc.

	 LKQ Tire & Recycling, Inc.

	 LKQ Trading Company

	 LKQ U-Pull-It Auto Damascus, Inc.

	 LKQ U-Pull-It Tigard, Inc.

	 LKQ West Michigan Auto Parts, Inc.

	 Michael Auto Parts, Incorporated

	 P.B.E. Specialists, Inc.

	 Pick-Your-Part Auto Wrecking

	 Potomac German Auto South, Inc.

	 Potomac German Auto, Inc.

	 Pull-N-Save Auto Parts, LLC

	 Redding Auto Center, Inc.

	[LIST CONTINUES ON NEXT PAGE]



  
 14 









 
	
	 Scrap Processors LLC

	 Speedway Pull-N-Save Auto Parts, LLC

	 Supreme Auto Parts, Inc.

	 Transmetco Corporation

	 U-Pull-It, Inc.

	 U-Pull-It, North, LLC




 

			
	By:	 	 /s/ FRANK P. ERLAIN

	Name:	 	Frank P. Erlain
	Title:	 	Vice President of each Subsidiary Guarantor



  
 15 









 
			
	DEUTSCHE BANK AG NEW YORK BRANCH, as Lender, as Administrative Agent and as US Dual Currency RCF Agent
		
	By:	 	/s/ Erin Morrissey
		 	Title: Vice President
		
	By:	 	/s/ Enrique Landaeta
		 	Title: Vice President



			
	
	DEUTSCHE BANK AG CANADA BRANCH, as Lender and as Canadian Agent
		
	By:	 	/s/ Rod O’Hara
		 	Title: Director
		
	By:	 	/s/ Marcellus Leung
		 	Title: Assistant Vice President



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

		
	 By:
	 	/s/ Megan Collins
		 	Title: Vice President
	
	 FIFTH THIRD BANK, as Documentation
 Agent and a Lender

		
	By:	 	/s/ Neil G. Mesch
		 	Title: Vice President
	
	PNC BANK, NATIONAL ASSOCIATION, as Documentation Agent and a Lender
		
	By:	 	/s/ Jon R, Hilnard
		 	Title: Senior Vice President



  
 16 









 
			
	SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT; AND SECOND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT, DATED AS OF THE DATE FIRST REFERENCED ABOVE, AMONG
LKQ CORPORATION, INC., LKQ DELAWARE LLP, AND THE LENDERS PARTY HERETO FROM TIME TO TIME
	
	 LANDMARK III CDO LIMITED
 By: Aladdin Capital Management, as a Lender

		
	 By:
	 	/s/ James Bragg
		 	Title: Authorized Signatory
	
	 LANDMARK IV CDO LIMITED
 By: Aladdin Capital Management, as a Lender

		
	By:	 	/s/ James Bragg
		 	Title: Authorized Signatory
	
	 LANDMARK V CDO LIMITED
 By: Aladdin Capital Management, as a Lender

		
	By:	 	/s/ James Bragg
		 	Title: Authorized Signatory
	
	 LANDMARK VI CDO LIMITED
 By: Aladdin Capital Management, as a Lender

		
	By:	 	/s/ James Bragg
		 	Title: Authorized Signatory
	
	 LANDMARK VII CDO LIMITED
 By: Aladdin Capital Management, as a Lender

		
	By:	 	/s/ James Bragg
		 	Title: Authorized Signatory
	
	 LANDMARK VIII CDO LIMITED
 By: Aladdin Capital Management, as a Lender

		
	By:	 	/s/ James Bragg
		 	Title: Authorized Signatory



  
 17 









 
			
	 LANDMARK IX CDO LIMITED
 By: Aladdin Capital Management, as a Lender

		
	By:	 	/s/ James Bragg
		 	Title: Authorized Signatory


  

			
	 GREYROCK CDO LIMITED

By: Aladdin Capital Management, as a Lender

		
	By:	 	/s/ James Bragg
		 	Title: Authorized Signatory


  

			
	ALLIED IRISH BANKS, p.l.c.
		
	By:	 	/s/ Des Brennan
		 	Title: Assistant Vice President
		
	By:	 	/s/ Joseph Augustini
		 	Title: Senior Vice President


  

			
	THE BANK OF EAST ASIA, LIMITED, New York Branch
		
	By:	 	/s/ Kenneth Pettis
		 	Title: Senior Vice President
		
	By:	 	/s/ Danny Leung
		 	Title: Senior Vice President


  

			
	BARCLAYS BANK PLC
		
	By:	 	/s/ Dave Barton
		 	Title: Director


  

			
	THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
		
	By:	 	/s/ Edward A. Boyle
		 	Title: Senior Vice President
		
	By:	 	/s/ Louise Doherty
		 	Title: Vice President



  
 18 









 
			
	THE BANK OF NOVA SCOTIA
		
	By:	 	/s/ J.F. Todd
		 	Title: Managing Director


  

			
	BANK OF SCOTLAND PLC
		
	By:	 	/s/ Julia R. Franklin
		 	Title: Assistant Vice President


  

			
	BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY
		
	By:	 	/s/ Charles Stewart
		 	Title: Vice President


  

			
	INWOOD PARK CDO LTD.
	By:	 	Blackstone Debt Advisors L.P. as Collateral Manager
		
	By:	 	/s/ Daniel H. Smith
		 	Title: Authorized Signatory


  

			
	LAFAYETTE SQUARE CDO LTD.
	By:	 	Blackstone Debt Advisors L.P. as Collateral Manager
		
	By:	 	/s/ Daniel H. Smith
		 	Title: Authorized Signatory


  

			
	MONUMENT PARK CDO LTD.
	By:	 	Blackstone Debt Advisors L.P. as Collateral Manager
		
	By:	 	/s/ Daniel H. Smith
		 	Title: Authorized Signatory


  

			
	PROSPECT PARK CDO LTD.
	By:	 	Blackstone Debt Advisors L.P. as Collateral Manager
		
	By:	 	/s/ Daniel H. Smith
		 	Title: Authorized Signatory



  
 19 









 
			
	UNION SQUARE CDO LTD.
	By:	 	Blackstone Debt Advisors L.P. as Collateral Manager
		
	By:	 	/s/ Daniel H. Smith
		 	Title: Authorized Signatory


  

			
	ESSEX PARK CDO LTD.
	By:	 	Blackstone Debt Advisors L.P. as Collateral Manager
		
	By:	 	/s/ Daniel H. Smith
		 	Title: Authorized Signatory


  

			
	BRANCH BANKING AND TRUST COMPANY
		
	By:	 	/s/ Matthew Grau
		 	Title: Banking Officer


  

			
	CHELSEA PARK CDO LTD.
	By:	 	GSO/Blackstone Debt Funds Management LLC as Collateral Manager
		
	By:	 	/s/ Daniel H. Smith
		 	Title: Authorized Signatory


  

			
	CIT BANK
		
	By:	 	/s/ Daniel A. Burnett
		 	Title: Vice President


  

			
	COBBLE HILL FUNDING
		
	By:	 	/s/ Scott Kerr
		 	Title: Loan Closer


  

			
	COLUMBUSNOVA CLO, LTD. 2006-II
	By:	 	ColumbusNova Credit Investment Management LLC as Collateral Manager
		
	By:	 	/s/ William Hayes
		 	Title: Managing Director



  
 20 









 
			
	COLUMBUSNOVA CLO, LTD. 2006-I
	By:	 	ColumbusNova Credit Investment Management LLC as Collateral Manager
		
	By:	 	/s/ William Hayes
		 	Title: Managing Director


  

			
	COLUMBUSNOVA CLO, LTD. 2006-I
	By:	 	ColumbusNova Credit Investment Management LLC as Collateral Manager
		
	By:	 	/s/ William Hayes
		 	Title: Managing Director


  

			
	CONFLUENT 3 LIMITED
	By:	 	Invesco Senior Secured Management, Inc. as Investment Manager
		
	By:	 	/s/ Kevin Egan
		 	Title: Authorized Signatory


  

			
	DENALI CAPITAL LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO IV, LTD.
		
	By:	 	/s/ Kelli C. Marti
		 	Title: Senior Vice President


  

			
	DENALI CAPITAL LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO V, LTD.
		
	By:	 	/s/ Kelli C. Marti
		 	Title: Senior Vice President


  

			
	DENALI CAPITAL LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO VI, LTD.
		
	By:	 	/s/ Kelli C. Marti
		 	Title: Senior Vice President



  
 21 









 
			
	DENALI CAPITAL LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO VII, LTD.
		
	By:	 	/s/ Kelli C. Marti
		 	Title: Senior Vice President


  

			
	ERSTE GROUP BANK AG
		
	By:	 	/s/ Brandon A. Meyerson
		 	Title: Director
		
	By:	 	/s/ Bryan J. Lynch
		 	Title: Executive Director


  

			
	ERSTE GROUP BANK AG
		
	By:	 	/s/ James M. Cunningham
		 	Title: Duly Authorized Signatory



  
 22 









 
			
	GULFSTREAM-COMPASS CLO 2003-1 LTD
	By:	 	 Gulf Stream Asset Management LLC

as Collateral Manager

	
	GULFSTREAM-COMPASS CLO 2004-1 LTD
	By:	 	 Gulf Stream Asset Management LLC

as Collateral Manager

	
	GULFSTREAM-COMPASS CLO 2005-1 LTD
	By:	 	 Gulf Stream Asset Management LLC

as Collateral Manager

	
	GULFSTREAM-COMPASS CLO 2005-II LTD
	By:	 	 Gulf Stream Asset Management LLC

as Collateral Manager

	
	GULFSTREAM-COMPASS CLO 2006-1 LTD
	By:	 	 Gulf Stream Asset Management LLC

as Collateral Manager

	
	GULFSTREAM-COMPASS CLO 2007-1 LTD
	By:	 	 Gulf Stream Asset Management LLC

as Collateral Manager

	
	GULFSTREAM-COMPASS CLO 2007 LTD
	By:	 	 Gulf Stream Asset Management LLC

as Collateral Manager

		
	By:	 	/s/ Barry K. Love
		 	Title: Chief Credit Officer


  

			
	HARCH CLO III LIMITED
		
	By:	 	/s/ Michael Lewitt
		 	Title: Authorized Signatory


  

			
	HSBC BANK USA, NATIONAL ASSOCIATION
		
	By:	 	/s/ John S. Sneed
		 	Title: Relationship Manager



  
 23 









 
			
	QUALCOMM GLOBAL TRADING, INC.
	By:	 	Invesco Senior Secured Management, Inc. as Investment Manager
		
	By:	 	/s/ Kevin Egan
		 	Title: Authorized Signatory


  

			
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	/s/ David Rudolph
		 	Title: Vice President


  

			
	KATONAH IX CLO LTD
		
	By:	 	/s/ Daniel Gilligan
		 	 Title: Authorized Signatory

          Katonah Debt Advisors, L.L.C.
           as Manager



  

			
	KATONAH VIII CLO LTD
		
	By:	 	/s/ Daniel Gilligan
		 	 Title: Authorized Signatory

          Katonah Debt Advisors, L.L.C.
           as Manager



  

			
	KATONAH X CLO LTD
		
	By:	 	/s/ Daniel Gilligan
		 	 Title: Authorized Signatory

          Katonah Debt Advisors, L.L.C.
           as Manager



  

			
	MORGAN STANLEY INVESTMENT MANAGEMENT CROTON, LTD.
	By:	 	Invesco Senior Secured Management, Inc. as Investment Manager
		
	By:	 	/s/ Kevin Egan
		 	Title: Authorized Signatory



  
 24 









 
			
	MSIM PECONIC BAY, LTD.
	By:	 	Invesco Senior Secured Management, Inc. as Investment Manager
		
	By:	 	/s/ Kevin Egan
		 	Title: Authorized Signatory


  

			
	RAYMOND BANK, FSB
		
	By:	 	/s/ James M. Armstrong
		 	Title: Vice President


  

			
	RBS CITIZENS, N.A.
		
	By:	 	/s/ M. James Barry, III
		 	Title: Vice President


  

			
	BAKER STREET FUNDING CLO 2005-1 LTD.
	By:	 	Seix Investment Advisors LLC, as Collateral Manager
	
	BAKER STREET CLO II LTD.
	By:	 	Seix Investment Advisors LLC, as Collateral
	
	MOUNTAIN VIEW FUNDING CLO 2006-1 LTD.
	By:	 	Seix Investment Advisors LLC, as Collateral Manager
	
	MOUNTAIN VIEW FUNDING CLO II LTD.
	By:	 	Seix Investment Advisors LLC, as Collateral Manager
	
	MOUNTAIN VIEW FUNDING CLO III LTD.
	By:	 	Seix Investment Advisors LLC, as Collateral Manager
		
	By:	 	/s/ George Goudelias
		 	Title: Managing Director



  
 25 









 
			
	CORNERSTONE CLO LTD.
	By:	 	 Stone Tower Debt Advisors LLC

as its Collateral Manager

		
	By:	 	/s/ Michael W. DelPercio
		 	Title: Authorized Signatory


  

			
	GRANITE VENTURES II LTD.
	By:	 	 Stone Tower Debt Advisors LLC

as its Collateral Manager

		
	By:	 	/s/ Michael W. DelPercio
		 	Title: Authorized Signatory


  

			
	GRANITE VENTURES III LTD.
	By:	 	 Stone Tower Debt Advisors LLC

as its Collateral Manager

		
	By:	 	/s/ Michael W. DelPercio
		 	Title: Authorized Signatory


  

			
	RAMPART CLO 2006-I LTD.
	By:	 	 Stone Tower Debt Advisors LLC

as its Collateral Manager

		
	By:	 	/s/ Michael W. DelPercio
		 	Title: Authorized Signatory


  

			
	RAMPART CLO 2007 LTD.
	By:	 	 Stone Tower Debt Advisors LLC

as its Collateral Manager

		
	By:	 	/s/ Michael W. DelPercio
		 	Title: Authorized Signatory


  

			
	STONE TOWER CLO LTD.
	By:	 	 Stone Tower Debt Advisors LLC

as its Collateral Manager

		
	By:	 	/s/ Michael W. DelPercio
		 	Title: Authorized Signatory



  
 26 









 
			
	STONE TOWER CLO III LTD.
	By:	 	 Stone Tower Debt Advisors LLC

as its Collateral Manager

		
	By:	 	/s/ Michael W. DelPercio
		 	Title: Authorized Signatory


  

			
	STONE TOWER CLO IV LTD.
	By:	 	 Stone Tower Debt Advisors LLC

as its Collateral Manager

		
	By:	 	/s/ Michael W. DelPercio
		 	Title: Authorized Signatory


  

			
	STONE TOWER CLO V LTD.
	By:	 	 Stone Tower Debt Advisors LLC

as its Collateral Manager

		
	By:	 	/s/ Michael W. DelPercio
		 	Title: Authorized Signatory


  

			
	STONE TOWER CLO VI LTD.
	By:	 	 Stone Tower Debt Advisors LLC

as its Collateral Manager

		
	By:	 	/s/ Michael W. DelPercio
		 	Title: Authorized Signatory


  

			
	STONE TOWER CLO VII LTD.
	By:	 	 Stone Tower Debt Advisors LLC

as its Collateral Manager

		
	By:	 	/s/ Michael W. DelPercio
		 	Title: Authorized Signatory


  

			
	GRANITE VENTURES I LTD.
	By:	 	 Stone Tower Debt Advisors LLC

as its Collateral Manager

		
	By:	 	/s/ Michael W. DelPercio
		 	Title: Authorized Signatory



  
 27 









 
			
	SUMITOMO MITSUI BANKING CORPORATION
		
	By:	 	/s/ Yasuhiko Imai
		 	Title: Group Head


  

			
	THE SUMITOMO TRUST AND BANKING CO., LTD., NEW YORK BRANCH
		
	By:	 	/s/ Frances E. Wynne
		 	Title: Senior Director


  

			
	SUNTRUST BANK
		
	By:	 	/s/ Baerbel Freudnthaler
		 	Title: Director


  

			
	WHITEHORSE II, LTD.
	By:	 	 WhiteHorse Capital Partners, L.P., as
 Collateral Manager

	
	WHITEHORSE III, LTD.
	By:	 	 WhiteHorse Capital Partners, L.P., as
 Collateral Manager

		
	By:	 	/s/ Jay Carvell
		 	Title: PM



  
 28