EX-10.1



 Exhibit 10.1 
 EXECUTION VERSION 
 REGISTRATION RIGHTS AGREEMENT

 by and among 
 LKQ Corporation, 
 the Guarantors 

and 
 Merrill
Lynch, Pierce, Fenner & Smith Incorporated, 
 as Representative of the Initial Purchasers 

Dated as of May 9, 2013 







 REGISTRATION RIGHTS AGREEMENT 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 9, 2013, by and among LKQ
Corporation, a Delaware corporation (the “Company”), the Guarantors identified on the signature pages hereto (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of
the several Initial Purchasers named in Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 4.75% Senior Notes due 2023 (the “Initial
Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial
Securities.” 
 This Agreement is made pursuant to the Purchase Agreement, dated May 2, 2013 (the “Purchase
Agreement”), among the Company, the Guarantors and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Initial Securities, including the Initial
Purchasers. In order to induce the Initial Purchasers to purchase the Initial Securities, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the
obligations of the Initial Purchasers set forth in Section 5(f) of the Purchase Agreement. 
 The parties hereby agree as
follows: 
 SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the
following meanings: 
 Additional Interest: As defined in Section 5 hereof. 

Broker-Dealer: Any broker or dealer registered under the Exchange Act. 

Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust
companies located in New York, New York are authorized or obligated to be closed. 
 Closing Date: The date of this
Agreement. 
 Commission: The Securities and Exchange Commission. 

Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence
of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement
continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of
Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer. 

  
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 Effectiveness Target Date: As defined in Section 5 hereof. 

Exchange Act: The Securities Exchange Act of 1934, as amended. 

Exchange Offer: The registration by the Company under the Securities Act of the Exchange Securities pursuant to a Registration
Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate
principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. 
 Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus. 

Exchange Securities: The 4.75% Senior Notes due 2023, of the same series under the Indenture as the Initial Notes and the
Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. 

FINRA: Financial Industry Regulatory Authority. 
 Holders: As defined in Section 2(b) hereof. 
 Indemnified Holder:
As defined in Section 8(a) hereof. 
 Indenture: The Indenture, dated as of May 9, 2013, by and among the
Company, the Guarantors and U.S. Bank National Association., as trustee (the “Trustee”), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms
thereof. 
 Initial Notes: As defined in the preamble hereto. 

Initial Placement: The issuance and sale by the Company of the Initial Securities to the Initial Purchasers pursuant to the
Purchase Agreement. 
 Initial Purchasers: As defined in the preamble hereto. 

Initial Securities: As defined in the preamble hereto. 
 Interest Payment Date: As defined in the Indenture and the Initial Securities. 
 Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. 

Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by
all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. 
 Registration Default: As defined in Section 5 hereof. 

  
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 Registration Statement: Any registration statement of the Company relating to
(a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this
Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. 

Securities: The Initial Securities and the Exchange Securities. 

Securities Act: The Securities Act of 1933, as amended. 
 Shelf Registration Statement: As defined in Section 4(a) hereof. 

Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the date on which such Initial
Security is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Initial
Security has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement and (c) the date on which such Initial Security is distributed to the public by a Broker-Dealer pursuant to the
“Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein). 
 Trust Indenture Act: The Trust Indenture Act of 1939, as amended. 

Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter
for reoffering to the public. 
 SECTION 2. Securities Subject to this Agreement. 

(a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted
Securities. 
 (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted
Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities. 
 SECTION 3.
Registered Exchange Offer. 
 (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) cause to be filed with the Commission a Registration Statement under the Securities Act relating to
the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective, (iii) in connection with the foregoing, file (A) all pre-effective amendments to
such Registration Statement as may be reasonably necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the
Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under 

  
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the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement,
commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by
Broker-Dealers as contemplated by Section 3(c) hereof. 
 (b) The Company and the Guarantors shall
cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the
Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable
federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be
Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day). 

(c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange
Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than
Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities
Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be
satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by
Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such
Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement. 
 Each of the Company and the Guarantors shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the
provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities,
and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the
date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. 

  
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 The Company shall provide sufficient copies of the latest version of such Prospectus to
Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales. 
 SECTION 4. Shelf Registration. 
 (a) Shelf
Registration. If (i) the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures
set forth in Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated within 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), or (iii) with respect to any Holder of Transfer
Restricted Securities (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the
public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities
acquired directly from the Company or one of its affiliates, then, upon such Holder’s request, which shall be delivered to the Company in writing with a reasonable description as to the applicability of the foregoing clause (A), (B) or
(C), the Company and the Guarantors shall: 
 (x) use their commercially reasonable efforts to cause to be filed,
in the case of the occurrence of an event described in Section 4(a)(i) or 4(a)(iii), within 60 days after the Company is made aware of the occurrence of the event, and, in the case of the occurrence of an event described in
Section 4(a)(ii), promptly following the 365th day after the Closing Date, a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event,
the “Shelf Registration Statement”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof;
and 
 (y) use their commercially reasonable efforts to cause such Shelf Registration Statement to be declared
effective by the Commission as promptly as practicable. 
 Each of the Company and the Guarantors shall use its commercially
reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of
Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations
of the Commission as announced from time to time until the earliest of (i) 2 years following the effective date of such Shelf Registration Statement, (ii) the date when all the Initial Securities covered by such Shelf Registration
Statement have been sold pursuant to such Shelf Registration Statement or (iii) the date upon which all of the Initial Securities covered by such Shelf Registration Statement (a) become eligible for resale, without regard to volume, manner
of sale or other restrictions, pursuant to Rule 144, (b) are represented by security certificates that do not bear any restrictive legends relating to the Securities Act and (c) bear an unrestricted CUSIP marker. 

  
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 (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within
20 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to
which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed under the Securities Act or the Exchange Act (and any regulations under either statute), or in order to make
the information previously furnished to the Company by such Holder not materially misleading. 

SECTION 5. Additional Interest. If (i) the Exchange Offer has not been Consummated within 365 days
after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 365th day is not a Business Day, the succeeding Business Day), (ii) the Shelf Registration Statement has not been filed or declared effective by the Commission within 365 days after the Closing Date (or
if such 365th day is not a Business Day, the succeeding
Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly by a
post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby
agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default (or combination of Registration Defaults)
and shall increase by 0.25 % per annum at the end of each subsequent 90-day period (such increase, “Additional Interest”), but in no event shall all such increases in the aggregate exceed 1.00% per annum, and in no event shall
such increase exceed 0.25% per annum in any 90-day period regardless of how many Registration Defaults occur in such 90-day period. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the
interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different
Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. 
 All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a
Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. 
 SECTION 6. Registration Procedures. 
 (a) Exchange Offer
Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit
the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution, and shall comply with all of the following provisions: 

  
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 (i) If in the reasonable opinion of counsel to the Company there is a
question as to whether the Exchange Offer is permitted by applicable law or Commission policy, each of the Company and the Guarantors hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and
the Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Company and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially
unreasonable action to effect a change of Commission policy. Each of the Company and the Guarantors hereby agrees, however, to use commercially reasonable efforts to (A) participate in telephonic conferences with the Commission,
(B) deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a
favorable resolution by the Commission staff of such submission. 
 (ii) As a condition to its participation in
the Exchange Offer pursuant to the terms of this Agreement: 
 (1) Each Holder of Transfer Restricted Securities
shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect
that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued
in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. 

(2) All such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for
the Exchange Offer. 
 (3) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder
using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated
in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993,
and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K
if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company. 

  
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 (b) Shelf Registration Statement. In connection with the Shelf Registration
Statement, each of the Company and the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use its commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities
being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto each of the Company and the Guarantors will as expeditiously as possible after such obligation is triggered, in compliance with
Section 4(a) hereof, prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities
in accordance with the intended method or methods of distribution thereof. 
 (c) General Provisions. In connection with
any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales
of Initial Securities by Broker-Dealers), each of the Company and the Guarantors shall: 
 (i) use its
commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the
Guarantors for the period specified in Section 3 or 4 hereof, as applicable); upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or
omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement, in the case of
clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its commercially reasonable efforts to cause such amendment to be declared effective and such Registration Statement and the related
Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter; 
 (ii) prepare and
file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as
applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the
Prospectus; 

  
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 (iii) advise the underwriter(s), if any, and selling Holders promptly and,
if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment
thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the
issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for
offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event known by the Company that makes any statement of a material fact made in
the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in
order to make the statements therein not misleading in light of the circumstances under which they were made. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state
securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, each of the Company and the
Guarantors shall use its commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time; 
 (iv) furnish without charge to each of the Initial Purchasers, each selling Holder named in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of
any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus, which documents will be subject to the review and reasonable comment of such Holders and underwriter(s)
in connection with such sale, if any, for a period of at least two Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus to which an
Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within two Business Days after the receipt thereof (such objection to be deemed timely made
upon confirmation of telecopy transmission within such period); provided, however, that, for the avoidance of doubt, this paragraph shall not apply to the Company’s annual report on Form 10-K, its quarterly reports on Form 10-Q, its
current reports on Form 8-K or any other documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (the “Exchange Act Documents”); provided further that the Company shall promptly notify Holders of the
filing of any Exchange Act Documents and provide copies of such Exchange Act Documents as promptly as practicable following the filing thereof except such Exchange Act Documents or other filings related to the offering, registration or listing of,
or other acts, events, circumstances or activities in respect of, other securities and not to Transfer Restricted Securities; provided further however, that so long as the Company has filed each such Exchange Act Document with the Commission through
its EDGAR filing system, the obligation to notify Holders of such filing and provide copies thereof shall be deemed to have been satisfied by the Company for all purposes 

  
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under this paragraph. The objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as
applicable, as proposed to be filed, contains a material misstatement or omission; 
 (v) promptly prior to the
filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus (other than Exchange Act Documents and other filings related to the offering, registration or listing of, or other acts, events, circumstances
or activities in respect of, other securities and not to Transfer Restricted Securities), provide copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement, and to the underwriter(s), if any, make the
Company’s and the Guarantors’ representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or
underwriter(s), if any, reasonably may request; 
 (vi) make available at reasonable times for inspection by the
Initial Purchasers, the managing underwriter(s), if any, participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the underwriter(s), all financial and
other records, pertinent corporate documents and properties of each of the Company and the Guarantors and cause the Company’s and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such
Holder, underwriter, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the
extent requested by the managing underwriter(s), if any; 
 (vii) if requested by any selling Holders or the
underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request
to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being
sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective
amendment as soon as reasonably practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; 

(viii) cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate
rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Initial Securities covered thereby or the underwriter(s), if any; 
 (ix) furnish to each Initial Purchaser, each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and
of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference); 

  
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 (x) deliver to each selling Holder and each of the underwriter(s), if any,
without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; each of the Company and the Guarantors hereby consents to the use of the
Prospectus and any amendment or supplement thereto as required by law by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus
or any amendment or supplement thereto; 
 (xi) enter into such customary agreements (including an underwriting
agreement), and make such customary and reasonable representations and warranties, and take all such other customary and reasonable actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted
Securities pursuant to any Shelf Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by any Initial Purchaser or by any Holder of Transfer Restricted Securities or underwriter in connection with
any sale or resale pursuant to any such Shelf Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, each of the
Company and the Guarantors shall: 
 (A) furnish to each Initial Purchaser, each selling Holder and each
underwriter, if any, in such substance and scope as they may reasonably request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the Consummation of the Exchange Offer or, if applicable, the
effectiveness of the Shelf Registration Statement: 
 (1) a certificate, dated the date of Consummation of the
Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of each of the Company and the
Guarantors, confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of Section 5(e) of the Purchase Agreement and such other matters as such parties may reasonably request; 

(2) an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf
Registration Statement, as the case may be, of in-house and/or outside counsel or counsels for the Company and the Guarantors, covering the matters set forth in Section 5(c) of the Purchase Agreement and such other matter as such parties may
reasonably request, and in any event including a statement to the effect that each such counsel has participated in conferences with officers and other representatives of the Company and the Guarantors, representatives of the independent public
accountants for the Company and the Guarantors, representatives of the underwriter(s), if any, and counsel to the 

  
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underwriter(s), if any, in connection with the preparation of such Registration Statement and the related Prospectus and have considered the matters required to be stated therein and the
statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing, no facts came to such counsel’s
attention that caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective, and, in the case of the Exchange Offer Registration
Statement, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances
under which they were made, or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue
statement of a material fact or omitted to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which they were made. Without limiting the foregoing, such counsel may state
further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in any Registration Statement
contemplated by this Agreement or the related Prospectus; and 
 (3) a customary comfort letter, dated the date
of effectiveness of the Shelf Registration Statement, from the Company’s independent accountants, in the customary form and covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with
primary underwritten offerings, and covering or affirming the matters set forth in the comfort letters delivered pursuant to Section 5(a) of the Purchase Agreement, without exception; 

(B) set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions
and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and 
 (C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with Section 6(c)(xi)(A) hereof and with any customary conditions contained in
the underwriting agreement or other agreement entered into by the Company or any of the Guarantors pursuant to this Section 6(c)(xi), if any. 
 If at any time the representations and warranties of the Company and the Guarantors contemplated in Section 6(c)(xi)(A)(1) hereof cease to be true and correct, the Company or the Guarantors shall so
advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing; 

  
 13 









 (xii) prior to any public offering of Transfer Restricted Securities,
cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such
jurisdictions as the selling Holders or underwriter(s), if any, may reasonably request and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities
covered by the Shelf Registration Statement; provided, however, that none of the Company or the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would
subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject; 

(xiii) shall issue, upon the request of any Holder of Initial Securities covered by the Shelf Registration Statement,
Exchange Securities having an aggregate principal amount equal to the aggregate principal amount of Initial Securities surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be
registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Initial Securities held by such Holder shall be surrendered to the Company for cancellation; 

(xiv) cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery
of certificates representing Transfer Restricted Securities to be sold and where appropriate not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders
or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s); 

(xv) use its commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Registration
Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted
Securities, subject to the proviso contained in Section 6(c)(xii) hereof; 
 (xvi) if any fact or event
contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein not misleading in light of the circumstances under which they were made; 

  
 14 









 (xvii) provide a CUSIP number for all Securities not later than the
effective date of the Registration Statement covering such Securities and provide the Trustee under the Indenture with printed certificates for such Securities which are in a form eligible for deposit with the Depository Trust Company and take all
other action necessary to ensure that all such Securities are eligible for deposit with the Depository Trust Company; 
 (xviii) cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter (including any “qualified independent
underwriter”) that is required to be retained in accordance with the rules and regulations of FINRA; 

(xix) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the
Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end
of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the
Company’s first fiscal quarter commencing after the effective date of the Registration Statement; 
 (xx)
cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Initial
Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use its commercially reasonable efforts to cause the Trustee to
execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; 

(xxi) cause all Initial Securities covered by the Registration Statement to be listed on each securities exchange or
automated quotation system on which similar securities issued by the Company are then listed if requested by the Holders of a majority in aggregate principal amount of Initial Securities or the managing underwriter(s), if any; and 

(xxii) provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements
of Section 13 and Section 15 of the Exchange Act. 
 Each Holder agrees by acquisition of a Transfer Restricted
Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the
applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the “Advice”) by the Company that
the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated 

  
 15 









 
by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such
Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such
Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and
including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice; provided,
however, that no such extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the Company’s option to suspend
use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5 hereof. 
 SECTION 7. Registration Expenses. 
 (a) All reasonable expenses
incident to the Company’s and the Guarantor’s performance of or compliance with this Agreement will be borne by the Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective,
including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with FINRA (and, if applicable, the reasonable fees and out-of-pocket expenses of any “qualified
independent underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of
printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company,
the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities, if any, on a securities exchange or automated
quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any comfort letters required by or incident to
such performance). 
 Each of the Company and the Guarantors will, in any event, bear its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the
Guarantors. 
 (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the
Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the
Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable out-of-pocket fees and
disbursements for representation in such capacity of not more than one counsel, who shall be Cahill Gordon & Reindel LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted
Securities for whose benefit such Registration Statement is being prepared. 

  
 16 









 SECTION 8. Indemnification. 

(a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each
Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a
“controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter
be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and reasonable out-of-pocket expenses (including, without limitation, and as
incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened,
including the reasonable fees and out-of-pocket expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement, or alleged untrue
statement, of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances under which they were made, except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission
that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability which
the Company or any of the Guarantors may otherwise have. 
 In case any action or proceeding (including any governmental or
regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or the Indemnified Holder
controlled by such controlling person) shall promptly notify the Company and the Guarantors in writing; provided, however, that the failure to give such notice shall not relieve any of the Company or the Guarantors of its obligations
pursuant to this Agreement to the extent not materially prejudiced by the failure to give such notice. The Company and the Guarantors will be entitled to participate in and, to the extent that they shall elect, by written notice delivered to the
Indemnified Holder promptly after receiving the aforesaid notice from such Indemnified Holder, to assume the defense thereof with counsel reasonably satisfactory to such Indemnified Holder; provided, however, if the defendants in any
such action include both the Indemnified Holder and any of the Company or the Guarantors and the Indemnified Holder shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the Indemnified Holder
in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the Company or the Guarantors, the Indemnified Holder
shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Holder. Upon 

  
 17 









 
receipt of notice from the Company or the Guarantors to such Indemnified Holder of the election of any of the Company or the Guarantors to assume the defense of such action and approval by the
Indemnified Holder of counsel, the Company and the Guarantors will not be liable to such Indemnified Holder under this Section 8 for any legal or other out-of-pocket expenses subsequently incurred by such Indemnified Holder in connection with
the defense thereof unless (i) the Indemnified Holder shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence or (ii) the Company and the Guarantors shall not have employed counsel
satisfactory to the Indemnified Holder to represent the Indemnified Holder within a reasonable time after notice of commencement of the action, in each of which cases the reasonable fees and out-of-pocket expenses of counsel shall be at the expense
of the Company and the Guarantors. The Company and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the
same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the
Holders. The Company and the Guarantors shall be liable for any settlement of any such action or proceeding effected with the Company’s and the Guarantors’ prior written consent, which consent shall not be withheld unreasonably, and each
of the Company and the Guarantors agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or reasonable out-of-pocket expense by reason of any settlement of any action effected with the
written consent of the Company and the Guarantors. The Company and the Guarantors shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any
pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may reasonably be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise,
consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding. 
 (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors and their respective directors, officers of the Company and
the Guarantors who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company or any of the Guarantors, and the respective officers,
directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from the Company and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based
on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Company, the Guarantors or their respective directors or
officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Company and the Guarantors, and the Company, the
Guarantors, their respective directors and officers and such controlling person shall have the rights and duties given to each Holder by the preceding paragraph. 
 (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those
Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses 

  
 18 









 
referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial
Placement (which in the case of the Company and the Guarantors shall be deemed to be equal to the total gross proceeds to the Company and the Guarantors from the Initial Placement (before deducting expenses)), the amount of Additional Interest which
did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if such allocation is not permitted by
applicable law, the relative fault of the Company and the Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as
well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any of the Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed
to include, subject to the limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

 The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable
if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be
deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial
Securities (before deducting expenses) exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to
this Section 8(c) are several in proportion to the respective principal amount of Initial Securities held by each of the Holders hereunder and not joint. 
 SECTION 9. Rule 144A. Each of the Company and the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any
Holder or beneficial owner of Transfer Restricted Securities in connection with any 

  
 19 









 
sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in
order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act. 

SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and
executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements. 

SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration
Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by
the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the
Company. 
 SECTION 12. Miscellaneous. 
 (a) Remedies. Each of the Company and the Guarantors hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of
this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate. 
 (b) No Inconsistent Agreements. Each of the Company and the Guarantors will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent
with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither the Company nor any of the Guarantors has previously entered into any agreement granting any registration rights with respect to its
securities to any Person, which agreement continues to be in effect. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s or any of the
Guarantors’ securities under any agreement in effect on the date hereof. 
 (c) Adjustments Affecting the Initial
Securities. The Company will not take any action, or permit any change to occur, with respect to the Initial Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer. 

(d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents
to or departures from the provisions hereof may not be given unless the Company has (i) consented in writing, (ii) in the case of Section 5 hereof and this Section 12(d)(i), obtained the written consent of Holders of all
outstanding Transfer Restricted Securities and (iii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer
Restricted Securities held by the Company or 

  
 20 









 
its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered
pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal
amount of Transfer Restricted Securities being tendered or registered; provided, however, that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written
consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective. 
 (e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt
requested), telex, telecopier, or air courier guaranteeing overnight delivery: 
 (i) if to a Holder, at the
address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and 
 (ii) if to the Company: 
 LKQ Corporation 

500 West Madison Street 
 Chicago, Illinois 60661 
 Telecopier No.: (312) 621-1969 

Attention: Victor M. Casini, Esq. 
 With a copy to: 
 Sheppard Mullin Richter & Hampton LLP

 70 West Madison Street, 45th Floor 
 Chicago, Illinois 60602 
 Facsimile: (312) 499-6301 

Attention: Kenneth Peterson, Esq. 
 All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid,
if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery. 

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee
at the address specified in the Indenture. 
 (f) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement
shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder. 

  
 21 









 (g) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

(h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the
meaning hereof. 
 (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF THAT WOULD APPLY THE LAWS OF ANY OTHER JURISDICTION. 
 (j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity,
legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. 
 (k) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of
the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company
with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 

  
 22 









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

			
	LKQ CORPORATION
		
	By:	 	/s/ JOHN S. QUINN
		 	Name: John S. Quinn
		 	 Title: Executive Vice President and
           Chief Financial Officer



 [Signature Page to Registration Rights Agreement] 







 
			
	 Guarantors:
  

ACCU-PARTS LLC
 AKRON AIRPORT PROPERTIES, INC.
 AMERICAN RECYCLING
INTERNATIONAL, INC.
 A-RELIABLE AUTO PARTS & WRECKERS, INC.

ATK MOTORSPORTS, 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.

GEARHEAD ENGINES, INC.

GREENLEAF AUTO RECYCLERS, LLC

KAI CHINA LLC
 KAIR IL, LLC
 KEYSTONE AUTOMOTIVE INDUSTRIES,
INC.
 KWIK AUTO BODY SUPPLIES, INC.

LAKEFRONT CAPITAL HOLDINGS, 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.,

		
	By:	 	/s/ JOHN S. QUINN
		 	Name: John S. Quinn
		 	 Title: Vice President and

          Chief Financial Officer



 [Signature Page to Registration Rights Agreement] 








			
	 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 FINANCE 1 LLC

LKQ FINANCE 2 LLC

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 L.P.

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.,

		
	By:	 	/s/ JOHN S. QUINN
		 	Name: John S. Quinn
		 	 Title: Vice President and

          Chief Financial Officer



 [Signature Page to Registration Rights Agreement] 







 
			
	 LKQ PLUNKS TRUCK PARTS & EQUIPMENT—JACKSON, INC.

LKQ POWERTRAIN, INC.

LKQ PRECIOUS METALS, 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 SOUTHWICK LLC

LKQ TAIWAN HOLDING COMPANY

LKQ TIRE & RECYCLING, INC.

LKQ TRADING COMPANY

LKQ TRIPLETT ASAP, INC.

LKQ U-PULL-IT AUTO DAMASCUS, INC.

LKQ U-PULL-IT TIGARD, INC.

LKQ WEST MICHIGAN AUTO PARTS, INC.

MICHAEL AUTO PARTS, INCORPORATED

NORTH AMERICAN ATK CORPORATION

P.B.E. SPECIALTIES, 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.

SCRAP PROCESSORS, LLC

SPEEDWAY PULL-N-SAVE AUTO PARTS, LLC

SUPREME AUTO PARTS, INC.

U-PULL-IT, INC.
 U-PULL-IT, NORTH, LLC,

		
	By:	 	/s/ JOHN S. QUINN
		 	Name: John S. Quinn
		 	 Title: Vice President and

          Chief Financial Officer



 [Signature Page to Registration Rights Agreement] 







 The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written: 
 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 
 as a Representative of the several Initial Purchasers 

			
		
	By:	 	/s/ Mark Kushemba
		 	Name: Mark Kushemba

		 	Title: Director

 [Signature Page to Registration Rights Agreement]