Common use of Commitments and Loans Clause in Contracts

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans to the Borrowers in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. a) Subject to the terms and conditions set forth herein, (a) each Dollar Tranche 2015 Term Lender (agrees, severally and not jointly, to make a 2015 Term Loan to the Borrower on the Closing Date in a principal amount not to exceed its 2015 Term Loan Commitment. The full amount of the 2015 Term Loan Commitments must be drawn in a single drawing on the Closing Date and amounts repaid or prepaid in respect of 2015 Term Loans may not be reborrowed. (b) Subject to the terms and conditions set forth herein and in Amendment ▇▇. ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Lender agrees, severally and not jointly, to make an Incremental Term B-1 Loan to the Borrower and HPUI on the Amendment No. 1 Effective Date in a principal amount not to exceed its Incremental Term B-1 Commitment. The full amount of the Incremental Term B-1 Commitments must be drawn in a single drawing on the Amendment No. 1 Effective Date and amounts repaid or prepaid in respect of Incremental Term B-1 Loans may not be reborrowed. (c) Subject to the terms and conditions set forth herein and in Amendment No. 2, (i) the Second Amendment Additional Refinancing Term Lender agrees to make Dollar Tranche a Second Amendment Refinancing Term Loan in Dollars to Borrower and HPUI on the Amendment No. 2 Effective Date in a principal amount not to exceed its Second Amendment Refinancing Commitment and (ii) each Second Amendment Converting Refinancing Term Lender agrees to have all of its Second Amendment Refinanced Term Loans (or such lesser amount as notified and allocated to such Second Amendment Converting Refinancing Term Lender by the Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole discretion) converted to an equivalent principal amount of Second Amendment Refinancing Term Loans effective as of the Amendment No. 2 Effective Date. Amounts repaid or prepaid in respect of the Second Amendment Refinancing Term Loans may not be reborrowed. (d) Subject to the terms and conditions set forth herein and in Amendment No. 3, (i) the Third Amendment Additional Refinancing Term Lender agrees to make a Third Amendment Refinancing Term Loan in Dollars to Borrower and HPUI on the Amendment No. 3 Effective Date in a principal amount not to exceed its Third Amendment Refinancing Commitment and (ii) each Third Amendment Converting Refinancing Term Lender agrees to have all of its Third Amendment Refinanced Term Loans (or such lesser amount as notified and allocated to such Third Amendment Converting Refinancing Term Lender by the Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole discretion) converted to an equivalent principal amount of Third Amendment Refinancing Term Loans effective as of the Amendment No. 3 Effective Date. Amounts repaid or prepaid in respect of the Third Amendment Refinancing Term Loans may not be reborrowed. (e) Subject to the terms and conditions set forth herein and in Amendment No. 4, (i) the Fourth Amendment Additional Refinancing Term Lender agrees to make a Fourth Amendment Refinancing Term Loan in Dollars to Borrower and HPUI on the Amendment No. 4 Effective Date in a principal amount not to exceed its Fourth Amendment Refinancing Commitment and (ii) each Fourth Amendment Converting Refinancing Term Lender agrees to have all of its Fourth Amendment Refinanced Term Loans (or such lesser amount as notified and allocated to such Fourth Amendment Converting Refinancing Term Lender by the Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole discretion) converted to an equivalent principal amount of Fourth Amendment Refinancing Term Loans effective as of the Amendment No. 4 Effective Date. Amounts repaid or prepaid in respect of the Fourth Amendment Refinancing Term Loans may not be reborrowed. (f) Subject to the term and conditions set forth herein and in Amendment No. 5, each Revolving Lender agrees to make Revolving Loans to the Borrowers in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers Applicable Borrower in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, Revolving Commitment and (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative AgentCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower and HPUI may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. (g) Subject to the terms and conditions set forth herein and in Amendment No. Amounts repaid or prepaid 6, (i) each Sixth Amendment Additional Refinancing Term Lender agrees to make a Sixth Amendment Refinancing Term Loan in respect Dollars to HPUI on the Amendment No. 6 Effective Date in a principal amount not to exceed its Sixth Amendment Refinancing Commitment and (ii) each Sixth Amendment Converting Refinancing Term Lender agrees to have all of its Sixth Amendment Refinanced Term Loans may not be reborrowed.(or such lesser amount as notified and allocated to such Sixth Amendment Converting Refinancing Term Lender by the Administrative Agent, as determined by HPUI and the Administrative Agent in their sole discretion) converted to an equivalent principal amount of Sixth Amendment Refinancing Term Loans effective as of the Amendment No. 6

Commitments and Loans. Prior 3.1 Holdings, the Borrower, each other Credit Party, the Administrative Agent and the Lenders party hereto acknowledge and agree that under the Existing Credit Agreement, the aggregate principal balance of all Term Loans on the Second Amendment Effective Date (as defined below) (without giving effect to this Amendment) (the Restatement “Existing Principal Amount”) is $547,250,000.27 (exclusive of interest, fees and expenses). Holdings, Borrower and each other Credit Party acknowledge and agree that all Obligations outstanding as of the Second Amendment Effective DateDate (including the Existing Principal Amount) constitute valid and binding obligations of Holdings, certain term loans were previously made Borrower and the other Credit Parties and are not subject to the Borrowers offset, counterclaim, defense or recoupment of any kind. All interest, fees and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” expenses together with all other Obligations outstanding under the Existing Credit Agreement (including the Existing Principal Amount) which remain unpaid and outstanding as of the Restatement Second Amendment Effective Date (such shall be in all respects continuing and remain outstanding loans and payable under the Restated Credit Agreement and the other Credit Documents, with only the terms thereof being hereinafter referred to modified from and after the Second Amendment Effective Date as set forth in this Amendment and the “Existing Loans”). Restated Credit Agreement and the other Credit Documents. 3.2 Subject to the terms and conditions set forth in of this Amendment and the Restated Credit Agreement, the parties each Lender party hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans to the Borrowers in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make make, on the Second Amendment Effective Date, an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date Borrower in an amount equal to the amount of such Lender’s applicable Additional Second Amendment Effective Date Term Loan Commitment by making immediately available funds available as set forth on Appendix A to the Administrative Agent’s designated account, not later than Restated Credit Agreement. 3.3 It is the time specified intention of each of the parties hereto that the Existing Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing Indebtedness and Obligations under the Existing Credit Agreement and that all Indebtedness and Obligations of Holdings and its Subsidiaries hereunder and thereunder shall be secured by the Administrative AgentCollateral Documents and that this Amendment and the Restated Credit Agreement do not constitute a novation of the Obligations and liabilities existing under the Existing Credit Agreement. Within The parties hereto further acknowledge and agree that this Amendment and the foregoing limits Restated Credit Agreement constitute an amendment of the Existing Credit Agreement made under and subject in accordance with the terms of Section 10.5 of the Existing Credit Agreement. In addition, from and after the Second Amendment Effective Date, all references to the terms “Credit Agreement” contained in any Credit Document shall be deemed to refer solely to the Existing Credit Agreement as amended and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowedrestated by this Amendment.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced reevidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans to the Borrowers in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican PesosForeign Currencies, exceeding $500,000,000 the Foreign Currency Sublimit and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. a) Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Term Lender (agrees, severally and not jointly) agrees , to make Dollar Tranche Revolving Loans a Lux Term Loan to the Borrowers Lux Borrower and the Lux U.S. Subsidiary Borrower on the Closing Date in Dollars from time to time during the Availability Period in an aggregate a principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum to exceed its Lux Term Loan Commitment. The full amount of the total Dollar Tranche Revolving Credit Exposures exceeding Lux Term Loan Commitments must be drawn in a single drawing on the aggregate Dollar Tranche Commitments, Closing Date and amounts repaid or prepaid in respect of Lux Term Loans may not be reborrowed. (b) Subject to the terms and conditions set forth herein, each Multicurrency Tranche Term Lender (agrees, severally and not jointly, to make a U.S. Term Loan to the U.S. Borrower on the Closing Date in a principal amount not to exceed its U.S. Term Loan Commitment. The full amount of the U.S. Term Loan Commitments must be drawn in a single drawing on the Closing Date and amounts repaid or prepaid in respect of U.S. Term Loans may not be reborrowed. (c) Subject to the term and conditions set forth herein, each Revolving Lender agrees to make Multicurrency Tranche Revolving Loans to the Borrowers any Revolving Borrower in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b2.11(c), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, Revolving Commitment and (ii) subject to Sections 2.04 and 2.11(b2.11(c), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative AgentCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers each Revolving Borrower may borrow, prepay and reborrow Dollar Tranche Revolving Loans. (d) Each Borrower hereunder shall only be liable as a primary obligor for the Loans made to such Borrower and shall not be jointly and severally liable for Loans made to any other Borrower; provided that, notwithstanding the foregoing, the Lux Borrower and the Lux U.S. Subsidiary Borrower shall be jointly and severally liable for the Lux Term Loans made pursuant to Section 2.01(a). (e) For the avoidance of doubt, at the Closing Date, each Term Lender shall fund an equal percentage of the principal amount of the total U.S. Term Loans and Multicurrency Tranche Revolving Loans. Amounts repaid or prepaid in respect of Lux Term Loans may not be reborrowed(i.e., the percentage of the principal amount of the total U.S. Term Loans funded by each Term Lender shall equal the percentage of the principal amount of the Lux Term Loans funded by such Term Lender). As provided in Section 9.04(b)(ii)(G), at all times after the Closing Date, the U.S. Term Loans and the Lux Term Loans shall trade as a strip, and each assignment of Initial Term Loans from any Term Lender to an assignee shall consist of an equal percentage of the respective principal amounts of such assignor’s U.S. Term Loans and Lux Term Loans (i.e., the percentage of the principal amount of an assignor’s U.S. Term Loans that are assigned shall equal the percentage of the principal amount of such assignor’s Lux Term Loans that are assigned).

Commitments and Loans. Prior to the Restatement Effective DateThe Borrower hereby acknowledges, certain term loans were previously made to the Borrowers confirms and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding agrees that, as of the Restatement Effective Date (but without giving effect to any Additional Term Loans advanced on such date), it owes to the Existing Lenders, severally and not jointly, for term loans made on April 29, 2011, December 18, 2013, and June 23, 2014 an aggregate outstanding loans being hereinafter referred principal amount equal to as $99,000,000 (collectively, the “Existing LoansOutstanding Loan”). Subject , with each Existing Lender’s respective amount of the Outstanding Loan set forth opposite such Existing Lender’s name on Schedule 1.01(A), and all other Obligations, together with interest accrued and accruing thereon, all fees, costs and expenses and other charges now or hereafter payable by the Borrower to the terms Agent Parties and conditions set forth in this Agreementthe Existing Lenders, are unconditionally owing (and are due on the respective dates) by the Borrower to the Agent Parties and the Existing Lenders, without set‑off, counterclaim, deduction, offset or defense of any kind, nature or description whatsoever. Without limiting the generality of the foregoing, on the Restatement Effective Date, the parties hereto agree that Outstanding Loan made pursuant to the Original Financing Agreement and the Prior Financing Agreement and outstanding on the Restatement Effective Date (immediately prior to giving effect hereto) was continued and remains outstanding in the Existing Loans shall be re-evidenced as Initial Term Loans form of (and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms automatically is deemed to constitute) a portion of the Existing Loans shall be restated in their entirety and shall be evidenced by Term Loan under this Agreement. Subject to the terms and conditions set forth hereinherein and in reliance on the representations and warranties herein set forth, (a) each Dollar Tranche Lender, except each Lender (with no Term Loan Commitment, severally and not jointly) agrees to make Dollar Tranche Revolving Loans to the Borrowers in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) jointly agrees to make an additional loan (each individually, an “Additional Term Loan Loan”) in Dollars to the Company in Dollars and to LKQ Netherlands in euro, in each case, Borrower on the Restatement Effective Date Date, in an amount equal to the amount of such Lender’s applicable Term Loan Commitment. The Additional Term Loans shall be advanced in a single borrowing on the Restatement Effective Date, at which time the Term Loan Commitment by making immediately available funds available Commitments shall expire. No amount of the Term Loan may be reborrowed once it is prepaid or repaid. After giving effect to the Administrative Agent’s designated accountTransactions that occurred on the Restatement Effective Date, not later than the time specified principal amount of the outstanding Term Loan held by the Administrative Agent. Within Lenders on the foregoing limits and subject Restatement Effective Date is equal to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed$275,000,000.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, : (a) each Initial Term Lender agrees, severally and not jointly, to make an Initial Term Loan to the Borrower Representative on the Effective Date in a principal amount not to exceed its Initial Term Loan Commitment listed on Schedule 2.01; (b) each Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans to the Borrowers Borrower Representative or, subject to Section 9.18(a), any other Borrower, in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or Commitment, (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments, ; and (bc) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers Borrower Representative or, subject to Section 9.18(a), any other Borrower, in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or Commitments, (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or (iv) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the Non-USD Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, Exposures exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative AgentNon-USD Multicurrency Tranche Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers any Borrower may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts The full amount of each Class of Term Loan Commitments must be drawn in a single drawing on the closing date thereof and amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Each Lender may, at its option, make any Loan available to the applicable Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan (in which case such branch or Affiliate shall be treated as the “Lender” with respect to such Loan for all purposes of this Agreement); provided that (x) any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement and (y) if the respective branch or Affiliate is a Foreign Lender, the same shall be capable of making the representation contained in the last sentence of Section 2.17(l) on the date it first becomes such a “Lender”.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Original Borrowers and certain revolving loans were previously made to the Original Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced reevidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans to the Borrowers in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican PesosForeign Currencies, exceeding $500,000,000 the Foreign Currency Sublimit and (c) each Additional U.S. Term Lender with an Additional a U.S. Term Loan Commitment (severally and not jointly) agrees to make an Additional a U.S. Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, at any time during the period commencing on the Restatement Effective Date and ending on March 31, 2012, in an amount equal to the amount of such Lender’s applicable Additional U.S. Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Commitments and Loans. Prior to (a) As of the Restatement Effective Date, certain term loans were previously made to each of the Borrowers parties hereto acknowledges and certain revolving loans were previously made to agrees that the Borrowers Revolving Loans (as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under defined in the Existing Credit Agreement which remain Agreement) outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and deemed to be Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, for all purposes under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. other Loan Documents. (b) Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans to the Borrowers in Dollars Borrower from time to time during the Availability Period with respect to Revolving Loans in an aggregate principal amount that will not result in (i) prior to the Delayed Commitment Effective Date, if any, (A) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Initial Revolving Commitment or (iiB) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the sum of the aggregate Dollar Tranche CommitmentsInitial Revolving Commitments of all Revolving Lenders or (ii) on and after the Delayed Commitment Effective Date, if any, (bA) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, Total Revolving Commitment or (iiB) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount Total Revolving Commitments of the total Multicurrency Tranche all Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative AgentLenders. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. a) Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Term Lender (agrees, severally and not jointly) agrees , to make Dollar Tranche Revolving Loans a Lux Term Loan to the Borrowers Lux Borrower and the Lux U.S. Subsidiary Borrower on the Closing Date in Dollars from time to time during the Availability Period in an aggregate a principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum to exceed its Lux Term Loan Commitment. The full amount of the total Dollar Tranche Revolving Credit Exposures exceeding Lux Term Loan Commitments must be drawn in a single drawing on the aggregate Dollar Tranche Commitments, Closing Date and amounts repaid or prepaid in respect of Lux Term Loans may not be reborrowed. (b) Subject to the terms and conditions set forth herein, each Multicurrency Tranche Lender (Term ▇▇▇▇▇▇ agrees, severally and not jointly, to make a U.S. Term Loan to the U.S. Borrower on the Closing Date in a principal amount not to exceed its U.S. Term Loan Commitment. The full amount of the U.S. Term Loan Commitments must be drawn in a single drawing on the Closing Date and amounts repaid or prepaid in respect of U.S. Term Loans may not be reborrowed. (c) Subject to the term and conditions set forth herein, each Revolving Lender agrees to make Multicurrency Tranche Revolving Loans to the Borrowers any Revolving Borrower in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b2.11(c), the Dollar Amount of such Lender▇▇▇▇▇▇’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender▇▇▇▇▇▇’s Multicurrency Tranche Commitment, Revolving Commitment and (ii) subject to Sections 2.04 and 2.11(b2.11(c), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative AgentCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers each Revolving Borrower may borrow, prepay and reborrow Dollar Tranche Revolving Loans. (d) Each Borrower hereunder shall only be liable as a primary obligor for the Loans made to such Borrower and shall not be jointly and severally liable for Loans made to any other Borrower; provided that, notwithstanding the foregoing, the Lux Borrower and the Lux U.S. Subsidiary Borrower shall be jointly and severally liable for the Lux Term Loans made pursuant to Section 2.01(a). (e) For the avoidance of doubt, at the Closing Date, each Term Lender shall fund an equal percentage of the principal amount of the total U.S. Term Loans and Multicurrency Tranche Revolving Loans. Amounts repaid or prepaid in respect of Lux Term Loans may not be reborrowed(i.e., the percentage of the principal amount of the total U.S. Term Loans funded by each Term Lender shall equal the percentage of the principal amount of the Lux Term Loans funded by such Term Lender). As provided in Section 9.04(b)(ii)(G), at all times after the Closing Date, the U.S. Term Loans and the Lux Term Loans shall trade as a strip, and each assignment of Initial Term Loans from any Term Lender to an assignee shall consist of an equal percentage of the respective principal amounts of such assignor’s U.S. Term Loans and Lux Term Loans (i.e., the percentage of the principal amount of an assignor’s U.S. Term Loans that are assigned shall equal the percentage of the principal amount of such assignor’s Lux Term Loans that are assigned).

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. a) Subject to the terms and conditions set forth herein, (a) each Dollar Tranche 2015 Term Lender (agrees, severally and not jointly) agrees , to make Dollar Tranche Revolving Loans to the Borrowers in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional a 2015 Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, Borrower on the Restatement Effective Closing Date in an a principal amount equal not to the exceed its 2015 Term Loan Commitment. The full amount of such Lender’s applicable Additional the 2015 Term Loan Commitment by making immediately available funds available to Commitments must be drawn in a single drawing on the Administrative Agent’s designated account, Closing Date and amounts repaid or prepaid in respect of 2015 Term Loans may not later than the time specified by the Administrative Agent. Within the foregoing limits and subject be reborrowed. (b) Subject to the terms and conditions set forth hereinherein and in Amendment ▇▇. ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Lender agrees, severally and not jointly, to make an Incremental Term B-1 Loan to the Borrowers Borrower and HPUI on the Amendment No. 1 Effective Date in a principal amount not to exceed its Incremental Term B-1 Commitment. The full amount of the Incremental Term B-1 Commitments must be drawn in a single drawing on the Amendment No. 1 Effective Date and amounts repaid or prepaid in respect of Incremental Term B-1 Loans may borrownot be reborrowed. (c) Subject to the terms and conditions set forth herein and in Amendment No. 2, prepay (i) the Second Amendment Additional Refinancing Term Lender agrees to make a Second Amendment Refinancing Term Loan in Dollars to Borrower and reborrow Dollar Tranche Revolving HPUI on the Amendment No. 2 Effective Date in a principal amount not to exceed its Second Amendment Refinancing Commitment and (ii) each Second Amendment Converting Refinancing Term Lender agrees to have all of its Second Amendment Refinanced Term Loans (or such lesser amount as notified and Multicurrency Tranche Revolving Loansallocated to such Second Amendment Converting Refinancing Term Lender by the Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole discretion) converted to an equivalent principal amount of Second Amendment Refinancing Term Loans effective as of the Amendment No. 2 Effective Date. Amounts repaid or prepaid in respect of the Second Amendment Refinancing Term Loans may not be reborrowed. (d) Subject to the terms and conditions set forth herein and in Amendment No. 3, (i) the Third Amendment Additional Refinancing Term Lender agrees to make a Third Amendment Refinancing Term Loan in Dollars to Borrower and HPUI on the Amendment No. 3 Effective Date in a principal amount not to exceed its Third Amendment Refinancing Commitment and (ii) each Third Amendment Converting Refinancing Term Lender agrees to have all of its Third Amendment Refinanced Term Loans (or such lesser amount as notified and allocated to such Third Amendment Converting Refinancing Term Lender by the Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole discretion) converted to an equivalent principal amount of Third Amendment Refinancing Term Loans effective as of the Amendment No. 3 Effective Date. Amounts repaid or prepaid in respect of the Third Amendment Refinancing Term Loans may not be reborrowed. (e) For the avoidance of doubt, the Borrower and HPUI shall be jointly and severally liable for all Obligations in respect of the Incremental Term B-1 Loans and, the Second Amendment Refinancing Term Loans and the Third Amendment Refinancing Term Loans.

Commitments and Loans. Prior (i) [Reserved]. (ii) [Reserved]. (iii) Subject to and upon the Restatement terms set forth herein and the terms and conditions set forth in Amendment No. 5, (A) each Cashless Option 2020 GDI Tranche B-2 Dollar Term Loan Lender severally agrees to exchange all (or such lesser amount allocated to such Lender) of its outstanding Tranche B-1 Dollar Term Loans for a like principal amount of 2020 GDI Tranche B-2 Dollar Term Loans on the Amendment No. 5 Effective Date, certain (B) each Additional 2020 GDI Tranche B-2 Dollar Term Loan Lender severally agrees to make a 2020 GDI Tranche B-2 Dollar Term Loan (each, a “Additional 2020 GDI Tranche B-2 Dollar Term Loan”) in Dollars to the U.S. Borrower on the Amendment No. 5 Effective Date in a principal amount equal to its GDI Tranche B-2 Dollar Term Loan Commitment, (C) each Cashless Option 2020 GDI Tranche B-2 Euro Term Loan Lender severally agrees to exchange all (or such lesser amount allocated to such Lender) of its outstanding Tranche B-1 Euro Term Loans for a like principal amount of 2020 GDI Tranche B-2 Euro Term Loans on the Amendment No. 5 Effective Date and (D) each Additional 2020 GDI Tranche B-2 Euro Term Loan Lender severally agrees to make a 2020 GDI Tranche B-2 Euro Term Loan (each, an “Additional 2020 GDI Tranche B-2 Euro Term Loan”) in Euros to the U.S. Borrower on the Amendment No. 5 Effective Date in a principal amount equal to its 2020 GDI Tranche B-2 Dollar Term Loan Commitment. On the Amendment No. 5 Effective Date, the U.S. Borrower shall repay all Tranche B-1 Dollar Term Loans of Non-Consenting Tranche B-1 Dollar Term Loan Lenders and Post-Closing Option 2020 GDI Tranche B-2 Dollar Term Loan Lenders (as defined in Amendment No. 5) (and any Tranche B-1 Dollar Term Loans of Cashless Option 2020 GDI Tranche B-2 Dollar Term Loan Lenders that are not exchanged for 2020 GDI Tranche B-2 Dollar Term Loans pursuant to clause (A) of the immediately preceding sentence) and all Tranche B-1 Euro Term Loans of Non-Consenting Tranche B-1 Euro Term Loan Lenders and Post-Closing Option 2020 GDI Tranche B-2 Euro Term Loan Lenders (as defined in Amendment No. 5) (and any Tranche B-1 Euro Term Loans of Cashless Option 2020 GDI Tranche B-2 Euro Term Loan Lenders that are not exchanged for 2020 GDI Tranche B-2 Euro Term Loans pursuant to clause (C) of the immediately preceding sentence) with the proceeds of the Additional 2020 GDI Tranche B-2 Dollar Term Loans and the Additional 2020 GDI Tranche B-2 Euro Term Loans. Such 2020 GDI Tranche B-2 Dollar Term Loans and 2020 GDI Tranche B-2 Euro Term Loans (I) may at the option of the U.S. Borrower be incurred and maintained as, and/or converted into, (1) in the case of 2020 GDI Tranche B-2 Dollar Term Loans, ABR Loans, LIBOR Loans (as defined hereunder prior to the Amendment No. 8 Effective Date) prior to the Amendment No. 8 Effective Date (except as otherwise set forth in Amendment No. 8) or SOFR Loans or (2) in the case of 2020 GDI Tranche B-2 Euro Term Loans, EURIBOR Loans, provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, and (II) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed. (iv) Subject to and upon the terms set forth herein and the terms and conditions set forth in Amendment No. 5, upon the occurrence of the Amendment No. 5 Effective Date and subject to the completion of the Distribution, the Merger and the Spinco Designation, in each case, at or prior to 11:59 p.m. (New York City time) on the first Business Day following the Amendment No. 5 Effective Date, immediately following the completion of the Distribution, the Merger and the Spinco Designation, the term loans were previously made incurred by the Spinco Borrower under the Spinco Term Loan Agreement shall be designated as and constitute term loans (each, an “2020 Spinco Tranche B-1 Dollar Term Loan”) of the Spinco Borrower incurred and documented under this Agreement in an aggregate principal amount of $1,900,000,000. Such 2020 Spinco Tranche B-1 Dollar Term Loans (A) may at the option of the Spinco Borrower be incurred and maintained as, and/or converted into, ABR Loans, LIBOR Loans (as defined hereunder prior to the Borrowers Amendment No. 8 Effective Date) prior to the Amendment No. 8 Effective Date (except as otherwise set forth in Amendment No. 8) or SOFR Loans, provided that all 2020 Spinco Tranche B-1 Dollar Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and certain revolving loans were previously (B) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed. (v) Subject to and upon the terms set forth herein and the terms and conditions set forth in Amendment No. 6, upon the occurrence of the Amendment No. 6 Effective Date, each Series A New Term Loan Lender severally agrees to make a Series A New Term Loan in Dollars to the U.S. Borrower on the Amendment No. 6 Effective Date in a principal amount equal to its Series A New Term Loan Commitment. Such Series A New Term Loans (A) may at the option of the U.S. Borrower be incurred and maintained as, and/or converted into, ABR Loans, LIBOR Loans (as defined hereunder prior to the Amendment No. 8 Effective Date) prior to the Amendment No. 8 Effective Date (except as otherwise set forth in Amendment No. 8) or SOFR Loans, provided that all Series A New Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, and (B) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed. (i) Subject to and upon the terms and conditions herein set forth: (A) [reserved]; (B) [reserved]; (C) [reserved]; and (D) each 20192023 Revolving Credit Lender severally agrees to make 20192023 Revolving Credit Loans denominated in Dollars, Euros or Pounds Sterling to the Borrowers as elected by the applicable Borrower pursuant to Section 2.2 from its applicable lending office (each such loan, a “20192023 Revolving Credit Loan” or a “Revolving Credit Loan”) in an aggregate Dollar Tranche Equivalent principal amount not to exceed at any time outstanding the amount of such Lender’s 20192023 Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as Commitment; provided that any of the Restatement foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the applicable Borrower be incurred and maintained as, and/or converted into, (1) in the case of Revolving Credit Loans denominated in Dollars, ABR Loans, LIBOR Loans (as defined hereunder prior to the Amendment No. 8 Effective Date) prior to the Amendment No. 8 Effective Date (except as otherwise set forth in Amendment No. 8) or SOFR Loans, (2) in the case of Revolving Credit Loans denominated in Euros, EURIBOR Loans or (3) in the case of Revolving Credit Loans denominated in Pounds ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Loans, provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof (for this purpose using the Dollar Equivalent of all Revolving Credit Loans), (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such ▇▇▇▇▇▇’s Revolving Credit Exposure in respect of any Class at such time exceeding such ▇▇▇▇▇▇’s Revolving Credit Commitment in respect of such Class at such time, (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Lenders’ Revolving Credit Exposures of any Class at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class, (F) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the Aggregate Multicurrency Exposure at such time exceeding the Multicurrency Sublimit then in effect, (G) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time prior to the satisfaction of the 2019 Increased Availability Condition in the aggregate amount of the 2019 Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding $450,000,000[reserved], (H) if after giving effect thereto the sum of (I) the aggregate Dollar Equivalent principal amount of all Revolving Credit Loans and Swingline Loans then outstanding loans being hereinafter referred and (II) the aggregate non-Cash Collateralized Letters of Credit Outstanding at such time exceeds $300,000,000, shall not result in the Consolidated Senior Secured Debt to as Consolidated EBITDA Ratio exceeding 7.00:1.00 (calculated on a Pro Forma Basis giving effect to all Investments, acquisitions, dispositions, mergers, consolidations and disposed operations since the “Existing Loans”last day of the most recently ended Test Period (and the change in Consolidated EBITDA resulting therefrom). Subject ) and (I) in the case of a Borrowing of New Revolving Loans by the German Borrower, shall be subject to the terms and conditions set forth in Section 21 of Amendment No. 6. (ii) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that (A) any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the applicable Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the parties hereto agree that on provisions of Section 2.10 shall apply). On the Restatement Effective Date the Existing Revolving Credit Maturity Date, all Revolving Credit Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated repaid in their entirety and shall be evidenced by this Agreement. full. (c) Subject to and upon the terms and conditions herein set forth hereinforth, (a) each Dollar Tranche the Swingline Lender (severally in its individual capacity agrees, at any time and not jointly) agrees to make Dollar Tranche Revolving Loans to the Borrowers in Dollars from time to time during on and after the Availability Period Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively the “Swingline Loans”) to the U.S. Borrower in an aggregate principal amount that will not result in Dollars, which Swingline Loans (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitmentshall be ABR Loans, (ii) subject to Sections 2.04 and 2.11(bshall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the sum Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the Dollar Amount proceeds thereof, result at any time in the aggregate amount of the total Multicurrency Tranche Lenders’ Revolving Credit Exposures at such time exceeding the 20192023 Revolving Credit Commitment then in effect, (v) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time prior to the satisfaction of the 2019 Increased Availability Condition in the aggregate Multicurrency Tranche Commitments amount of the 2019 Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding $450,000,000[reserved] and (vi) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, or the U.S. Borrower, Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (A) rescission of all such notices from the party or parties originally delivering such notice or (B) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. The Swingline ▇▇▇▇▇▇ agrees that none of the Foreign Borrowers are Guarantors of the U.S. ▇▇▇▇▇▇▇▇’s Obligation for repayment of any Swingline Loan. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans denominated in Dollars, in which case Revolving Credit Loans denominated in Dollars constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by each Revolving Credit Lender pro rata based on each Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) subject to Sections 2.04 whether a Default or an Event of Default has occurred and 2.11(b)is continuing, (iv) the sum date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Dollar Amount Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to commencement of a proceeding under the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts repaid or prepaid Bankruptcy Code in respect of Term Holdings), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans may not as shall be reborrowednecessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages, provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth herein and in this the Amendment and Restatement Agreement: (a) each 2021 Term Lender agrees, severally and not jointly, to make a 2021 Term Loan to the parties hereto agree that Lux Borrower on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial in a principal amount not to exceed its 2021 Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, Loan Commitment listed on Schedule 2.01(a); (ab) each Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans to the Borrowers Lux Borrower or, subject to Section 9.18(a), any other Borrower, in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or Commitment, (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments, ; and (bc) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers Lux Borrower or, subject to Section 9.18(a), any other Borrower, in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or Commitments, (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or (iv) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the Non-USD Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, Exposures exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative AgentNon-USD Multicurrency Tranche Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers any Borrower may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts The full amount of each Class of Term Loan Commitments must be drawn in a single drawing on the closing date thereof and amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Each Lender may, at its option, make any Loan available to the applicable Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan (in which case such branch or Affiliate shall be treated as the “Lender” with respect to such Loan for all purposes of this Agreement); provided that (x) any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement and (y) if the respective branch or Affiliate is a Foreign Lender, the same shall be capable of making the representation contained in the last sentence of Section 2.17(j) on the date it first becomes such a “Lender”.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, : (a) each (i) 2014 Term A Lender agrees, severally and not jointly, to make a 2014 Term A Loan to the Lux Borrower on the Closing Date in a principal amount not to exceed its 2014 Term A Loan Commitment; and (ii) 2014 Term B Lender agrees, severally and not jointly, to make a 2014 Term B Loan to the Lux Borrower on the Closing Date in a principal amount not to exceed its 2014 Term B Loan Commitment; (b) each Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans to the Borrowers Lux Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or Commitment, (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments, ; and (bc) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers Lux Borrower in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or Commitments, (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or (iv) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the Non-USD Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, Exposures exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative AgentNon-USD Multicurrency Tranche Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Lux Borrower may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts The full amount of each Class of Term Loan Commitments must be drawn in a single drawing on the Closing Date and amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Each Lender may, at its option, make any Loan available to the Lux Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan (in which case such branch or Affiliate shall be treated as the “Lender” with respect to such Loan for all purposes of this Agreement); provided that (x) any exercise of such option shall not affect the obligation of the Lux Borrower to repay such Loan in accordance with the terms of this Agreement and (y) if the respective branch or Affiliate is a Foreign Lender, the same shall be capable of making the representation contained in the last sentence of Section 2.17(j) on the date it first becomes such a “Lender”.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). a) Subject to the terms and conditions set forth herein and in this Agreementthe DIP Order, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”each Lender agrees, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Lender (severally and not jointly) agrees , to make Dollar Tranche Revolving DIP Loans in Dollars to the Borrowers Borrower in Dollars from time to time during the Availability Period two Borrowings in an aggregate principal amount that not to exceed its Commitment. The first Borrowing of DIP Loans (the “Initial Draw”) will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date be in an amount equal to $12,500,000 and shall be funded on or after the Closing Date. Subsequent Borrowings of DIP Loans (each, an “Additional Draw”) will be in an aggregate amount not to exceed $35,000,000 and shall be funded at any time on or after the Final Order Date. Upon a Lender's funding of a DIP Loan, such ▇▇▇▇▇▇'s Commitment with respect to such DIP Loan shall be permanently reduced by the amount of such LenderDIP Loan. (b) On the Closing Date, concurrently with the making of the DIP Loans pursuant to Section 2.01(a) above, $25,000,000 in aggregate principal amount of Prepetition Obligations shall be deemed converted into and exchanged for Roll-Up Loans (the Prepetition Obligations rolled-up pursuant to this Section 2.01(b) and Section 2.01(c) below, the “Rolled-Up Prepetition Obligations,” and the Prepetition Obligations that are not Rolled-Up Prepetition Obligations, the “Remaining Prepetition Obligations”), and $25,000,000 of Roll-Up Loans shall be deemed funded on the Closing Date (such Roll-Up Loans, the “Closing Date Roll-Up Loans”), without constituting a novation, and shall satisfy and discharge $25,000,000 in aggregate principal amount of Rolled-Up Prepetition Obligations. On the Closing Date, the Closing Date Roll-Up Loans shall be deemed to be made by each Prepetition Creditor set forth on Schedule 2.01(b) (such initial lender holding Closing Date Roll-Up Loans, the “Closing Date Roll-Up Lenders”) in an amount equal to $25,000,000 multiplied by the percentage opposite such Prepetition Creditor’s applicable Additional Term Loan Commitment by making immediately available funds available name on Schedule 2.01(b). (c) Subject to the Administrative Agent’s designated accountentry, not later than and the time specified terms, of the Final Order, on the Final Order Date, $70,000,000 in aggregate principal amount of Prepetition Obligations shall be deemed converted into and exchanged for Roll-Up Loans, and $70,000,000 of Roll-Up Loans shall be deemed funded on the Final Order Date (such Roll-Up Loans, the “Final Order Date Roll-Up Loans”), without constituting a novation, and shall satisfy and discharge $70,000,000 in aggregate principal amount of Rolled-Up Prepetition Obligations. On the Final Order Date, the Final Order Date Roll-Up Loans shall be deemed to be made by each Prepetition Creditor set forth on Schedule 2.01(c) (such initial lender holding Closing Date Roll-Up Loans, the “Final Order Date Roll-Up Lenders”) in an amount equal to $70,000,000 multiplied by the Administrative Agent. Within percentage opposite such Prepetition Creditor’s name on Schedule 2.01(c). (d) Upon the foregoing limits and subject to receipt of funds from the terms and conditions Lenders, the Agent shall disburse such amounts as set forth hereinin, and in accordance with, the Borrowers may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts Borrowing Notice. (e) No amounts repaid or prepaid in with respect of Term Loans to any Loan may not be reborrowed. (f) Any term or provision hereof (or of any other Loan Document) to the contrary notwithstanding, Loans made hereunder will be denominated solely in Dollars, and all Loans and other Obligations will be repayable solely in Dollars and no other currency.

Commitments and Loans. Prior (a) The Borrowers and the Lenders acknowledge the making of the Existing Stone Loans pursuant to the Existing Stone Credit Agreement outstanding on the Restatement Effective Date and agree that such Existing Stone Loans (other than the Existing Term Loans, which shall be repaid in full on the Restatement Date, certain term loans were previously made ) shall continue to be outstanding pursuant to the Borrowers terms and certain revolving loans were previously made to conditions of this Agreement and the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date other Loan Documents. (such outstanding loans being hereinafter referred to as the “Existing Loans”). b) Subject to the terms and conditions and relying on the representations and warranties of the Borrowers set forth herein, (i) each Tranche B Lender agrees, severally and not jointly, to make a Tranche B Loan in this Agreement, the parties hereto agree that U.S. Dollars to Stone on the Restatement Effective Date in a principal amount equal to its Tranche B Commitment, (ii) each Tranche C Lender agrees, severally and not jointly, to make a Tranche C Loan in U.S. Dollars to SSC Canada on the Existing Loans shall be re-evidenced as Initial Restatement Date in a principal amount equal to its Tranche C Commitment, and (iii) each Incremental Term Lender agrees, severally and not jointly, to make an Incremental Term Loan to either Stone or SSC Canada in a principal amount equal to its Incremental Term Loan Commitment. Amounts paid or repaid in respect of Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall not be restated in their entirety and shall be evidenced by this Agreement. reborrowed. (c) Subject to the terms and conditions and relying on the representations and warranties of the Borrowers set forth herein, (ai) each Dollar Tranche Stone Lender (agrees, severally and not jointly) agrees , to make Dollar Tranche (A) Revolving Loans to the Borrowers in Dollars Stone from time to time during the Revolving Credit Availability Period in U.S. Dollars in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche 's Applicable Percentage of the Revolving Credit Exposure Utilization exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche 's Revolving Credit Exposures exceeding the aggregate Dollar Tranche CommitmentsCommitment, and (bB) each Multicurrency Tranche Lender Revolving (severally and not jointlySupplemental) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies Stone from time to time during the Revolving Credit Availability Period in U.S. Dollars in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche 's Revolving Credit Exposure (Supplemental) Loans exceeding such Lender’s Multicurrency Tranche 's Revolving (Supplemental) Credit Commitment, and (ii) subject to Sections 2.04 and 2.11(b)each Revolving (Canadian) Lender agrees, the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees , to make an Additional Term Loan Revolving (Canadian) Loans, including by means of a B/A or B/A Equivalent Loan, to SSC Canada from time to time during the Company in Dollars and to LKQ Netherlands in euroRevolving Credit Availability Period, in each caseU.S. Dollars or Canadian Dollars (as requested by SSC Canada as 37 permitted hereunder), on the Restatement Effective Date in an aggregate principal amount equal to the amount of that will not result in such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to 's Applicable Percentage of the Administrative Agent’s designated account, not later than the time specified by the Administrative AgentRevolving (Canadian) Credit Utilization exceeding such Lender's Revolving (Canadian) Credit Commitment. Within the foregoing limits and subject to the terms and conditions set forth hereinin the preceding sentence, the Borrowers may borrow, pay or prepay and reborrow Dollar Tranche Revolving Loans, Revolving (Supplemental) Loans and Multicurrency Revolving (Canadian) Loans. (d) SSC Canada acknowledges and agrees that the Tranche C Loans and the Revolving Loans. Amounts repaid or prepaid in respect (Canadian) Loans shall constitute Indebtedness advanced to it under and secured by, and the repayment of Term Loans may not be reborrowedwhich is promised by it, under the terms of, the Demand Debentures.

Commitments and Loans. Prior (a) Each Increased Revolving Lender acknowledges and agrees that upon the occurrence of the Joinder Effective Date (a) it shall be bound under this Joinder and (b) with respect to the Restatement Revolving Commitments it shall be bound under the Credit Agreement as a Lender holding a Revolving Commitment and Revolving Loans, and that such Increased Revolving Lender shall become (or, in the case it is already a Lender under the Credit Agreement, shall continue to be) a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each Increased Revolving Lender hereby agrees to provide its respective Revolving Commitment as set forth on Schedule A on the terms set forth in this Joinder, and its Revolving Commitment shall be binding as of the Joinder Effective Date. (b) Each Increased Term A Lender acknowledges and agrees that upon the occurrence of the Joinder Effective Date (a) it shall be bound under this Joinder and (b) with respect to the Increased Term A Commitments it shall be bound under the Credit Agreement as a Lender holding an Increased Term A Commitment and, upon the making of the Joinder Increased Term A Loans on the Joinder Effective Date, certain term loans were previously made to a Joinder Increased Term A Loan, and that such Increased Term A Lender shall become (or, in the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” case it is already a Lender under the Existing Credit Agreement, shall continue to be) a “Lender” under, and for all purposes of, the Credit Agreement which remain outstanding and the other Loan Documents, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each Increased Term A Lender hereby agrees to provide its respective Increased Term A Commitment as set forth on Schedule A on the terms set forth in this Joinder, and its Increased Term A Commitment shall be binding as of the Restatement Joinder Effective Date Date. (such outstanding loans being hereinafter referred to as the “Existing Loans”). c) Subject to the terms and conditions set forth herein and in this the Credit Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial each Increased Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Dollar Tranche A Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans a loan (a “Joinder Increased Term A Loan”) to the Borrowers in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, Borrower on the Restatement Joinder Effective Date in an aggregate amount equal not to exceed the amount of such Increased Term A Lender’s applicable Additional Increased Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified A Commitment. The Borrowing of Joinder Increased Term A Loans shall consist of Joinder Increased Term A Loans made simultaneously by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving LoansIncreased Term A Lenders in accordance with their respective Increased Term A Commitments. Amounts borrowed under this Section 2(c) and repaid or prepaid in respect of Term Loans may not be reborrowed. The Joinder Increased Term A Loans shall be Increased Term Loans and Term A Loans made pursuant to the Term A Facility.

Commitments and Loans. Prior (a) Each Existing Lender that had a Term Loan Commitment to make a portion of the Term Loan on the Original Effective Date made its portion of such initial Term Loan to the Restatement Borrower on the Original Effective Date, certain term loans were previously made which initial Term Loan was, in the aggregate for all Lenders on the Original Effective Date, in the original aggregate principal amount of $100,000,000. As of the Effective Date, prior to giving effect to the Borrowers Transactions contemplated to occur on the Effective Date, the aggregate principal amount of the outstanding Term Loan held by the Existing Lenders is $53,276,330.17. The amount of each such Loan held by each Lender on the Effective Date, the portion of the Term Loan each Lender is purchasing from BLUSA on the Effective Date, and certain revolving loans were previously made each Lender's additional Term Loan Commitment is set forth in further detail on Schedule 1.01(A). The Borrower hereby acknowledges, confirms and agrees that the Existing Loan and all other Obligations, together with interest accrued and accruing thereon, all fees, costs and expenses and other charges now or hereafter payable by the Borrower to the Borrowers as “Dollar Tranche Revolving Loans” Collateral Agent and “Multicurrency Tranche Revolving Loans” under the Lenders, are unconditionally owing (and are due on the respective dates) by the Borrower to the Collateral Agent and the Lenders, without set-off, counterclaim, deduction, offset or defense of any kind, nature or description whatsoever. Without limiting the generality of the foregoing, on the Effective Date, the Existing Credit Loan made pursuant to the Existing Financing Agreement which remain and outstanding as of on the Restatement Effective Date (such immediately prior to giving effect thereto) shall be continued and remain outstanding loans being hereinafter referred in the form of (and automatically be deemed to as constitute) a portion of the “Existing Loans”)Term Loan under this Agreement. After giving effect to the Transactions contemplated to occur on the Effective Date, the aggregate principal amount of the outstanding Term Loan held by the Lenders on the Effective Date will be $90,000,000. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth in this Agreementforth, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans an additional portion of the Term Loan available to the Borrowers in Dollars from time to time during Borrower on the Availability Period Effective Date, in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to exceed the amount of such Lender’s applicable Additional 's Term Loan Commitment by making immediately available funds available to Commitment. Notwithstanding the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth hereinforegoing, the Borrowers may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loansaggregate principal amount of the Term Loan made on the Effective Date shall not exceed the Total Term Loan Commitment. Amounts Any principal amount of the Term Loan that is repaid or prepaid in respect of Term Loans may not be reborrowed.

Commitments and Loans. Prior (a) Each Existing Lender that had a Term Loan Commitment to make a portion of the Term Loan on the Original Effective Date made its portion of such initial Term Loan to the Restatement Borrower on the Original Effective Date, certain term loans were previously which initial Term Loan was, in the aggregate for all Lenders on the Original Effective Date, in the original aggregate principal amount of $100,000,000. Each Lender that had a Term Loan Commitment to make a portion of the additional Term Loan on the Effective Date made its portion of such additional Term Loan to the Borrowers Borrower on the Effective Date, which additional Term Loan was, in the aggregate for all Lenders on the Effective Date, in the original aggregate principal amount of $36,723,669.83. The amount of each such Loan held by each Lender on the Effective Date, the portion of the Term Loan each Lender purchased from BLUSA on the Effective Date, and certain revolving loans were previously made to each Lender's additional Term Loan Commitment was set forth in further detail on Schedule 1.01(A), as in effect on the Borrowers as “Dollar Tranche Revolving Loans” Effective Date. The Borrower hereby acknowledges, confirms and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding agrees that, as of the Restatement Amendment No. 1 Effective Date, the outstanding Term Loan and all other Obligations, together with interest accrued and accruing thereon, all fees, costs and expenses and other charges now or hereafter payable by the Borrower to the Collateral Agent and the Lenders, are unconditionally owing (and are due on the respective dates) by the Borrower to the Collateral Agent and the Lenders, without set-off, counterclaim, deduction, offset or defense of any kind, nature or description whatsoever. Without limiting the generality of the foregoing, on the Effective Date, the Existing Loan made pursuant to the Existing Financing Agreement and outstanding on the Effective Date (such immediately prior to giving effect thereto) was continued and remained outstanding in the form of (and automatically be deemed to constitute) a portion of the Term Loan under this Agreement. After giving effect to the Transactions that occurred on the Effective Date, the aggregate principal amount of the outstanding Term Loan held by the Lenders on the Effective Date was $90,000,000. As of the Amendment No. 1 Effective Date, and before giving effect to any additional loans being hereinafter referred to be made on the Amendment No. 1 Effective Date, the aggregate principal amount of the outstanding Term Loan held by the Lenders is $90,000,000, as the “Existing Loans”set forth in further detail on Schedule 1.01(A) (as amended by Amendment No. 1). . (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth in this Agreementforth, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Lender (severally and not jointly) Fifth Third agrees to make Dollar Tranche Revolving Loans an additional portion of the Term Loan available to the Borrowers in Dollars from time to time during Borrower on the Availability Period Amendment No. 1 Effective Date, in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to exceed the amount of such Lender’s applicable Additional 's Term Loan Commitment by making immediately available funds available Commitment. After giving effect to the Administrative Agent’s designated accountmaking of the additional portion of the Term Loan by Fifth Third on the Amendment No. 1 Effective Date, not later than the time specified aggregate principal amount of the outstanding Term Loan held by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions Lenders shall be $110,000,000, as set forth herein, in further detail on Schedule 1.01(A). Any principal amount of the Borrowers may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts Term Loan that is repaid or prepaid in respect of Term Loans may not be reborrowed."

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. a) Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Lender (2015 ▇▇▇▇ ▇▇▇▇▇▇ agrees, severally and not jointly, to make a 2015 Term Loan to the Borrower on the Closing Date in a principal amount not to exceed its 2015 Term Loan Commitment. The full amount of the 2015 Term Loan Commitments must be drawn in a single drawing on the Closing Date and amounts repaid or prepaid in respect of 2015 Term Loans may not be reborrowed. (b) Subject to the terms and conditions set forth herein and in Amendment No. 1, each Incremental Term B-1 Lender agrees, severally and not jointly, to make an Incremental Term B-1 Loan to the Borrower and HPUI on the Amendment No. 1 Effective Date in a principal amount not to exceed its Incremental Term B-1 Commitment. The full amount of the Incremental Term B-1 Commitments must be drawn in a single drawing on the Amendment No. 1 Effective Date and amounts repaid or prepaid in respect of Incremental Term B-1 Loans may not be reborrowed. (c) Subject to the terms and conditions set forth herein and in Amendment No. 2, (i) the Second Amendment Additional Refinancing Term Lender agrees to make Dollar Tranche a Second Amendment Refinancing Term Loan in Dollars to Borrower and HPUI on the Amendment No. 2 Effective Date in a principal amount not to exceed its Second Amendment Refinancing Commitment and (ii) each Second Amendment Converting Refinancing Term Lender agrees to have all of its Second Amendment Refinanced Term Loans (or such lesser amount as notified and allocated to such Second Amendment Converting Refinancing Term Lender by the Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole discretion) converted to an equivalent principal amount of Second Amendment Refinancing Term Loans effective as of the Amendment No. 2 Effective Date. Amounts repaid or prepaid in respect of the Second Amendment Refinancing Term Loans may not be reborrowed. (d) Subject to the terms and conditions set forth herein and in Amendment No. 3, (i) the Third Amendment Additional Refinancing Term Lender agrees to make a Third Amendment Refinancing Term Loan in Dollars to Borrower and HPUI on the Amendment No. 3 Effective Date in a principal amount not to exceed its Third Amendment Refinancing Commitment and (ii) each Third Amendment Converting Refinancing Term Lender agrees to have all of its Third Amendment Refinanced Term Loans (or such lesser amount as notified and allocated to such Third Amendment Converting Refinancing Term Lender by the Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole discretion) converted to an equivalent principal amount of Third Amendment Refinancing Term Loans effective as of the Amendment No. 3 Effective Date. Amounts repaid or prepaid in respect of the Third Amendment Refinancing Term Loans may not be reborrowed. (e) Subject to the terms and conditions set forth herein and in Amendment No. 4, (i) the Fourth Amendment Additional Refinancing Term Lender agrees to make a Fourth Amendment Refinancing Term Loan in Dollars to Borrower and HPUI on the Amendment No. 4 Effective Date in a principal amount not to exceed its Fourth Amendment Refinancing Commitment and (ii) each Fourth Amendment Converting Refinancing Term Lender agrees to have all of its Fourth Amendment Refinanced Term Loans (or such lesser amount as notified and allocated to such Fourth Amendment Converting Refinancing Term Lender by the Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole discretion) converted to an equivalent principal amount of Fourth Amendment Refinancing Term Loans effective as of the Amendment No. 4 Effective Date. Amounts repaid or prepaid in respect of the Fourth Amendment Refinancing Term Loans may not be reborrowed. (f) Subject to the term and conditions set forth herein and in Amendment No. 5, each Revolving Lender agrees to make Revolving Loans to the Borrowers in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers Applicable Borrower in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender▇▇▇▇▇▇’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, Revolving Commitment and (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative AgentCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower and HPUI may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. (g) Subject to the terms and conditions set forth herein and in Amendment No. Amounts repaid or prepaid 6, (i) each Sixth Amendment Additional Refinancing Term Lender agrees to make a Sixth Amendment Refinancing Term Loan in respect Dollars to HPUI on the Amendment No. 6 Effective Date in a principal amount not to exceed its Sixth Amendment Refinancing Commitment and (ii) each Sixth Amendment Converting Refinancing Term Lender agrees to have all of its Sixth Amendment Refinanced Term Loans may not be reborrowed.(or such lesser amount as notified and allocated to such Sixth Amendment Converting Refinancing Term Lender by the Administrative Agent, as determined by HPUI and the Administrative Agent in their sole discretion) converted to an equivalent principal amount of Sixth Amendment Refinancing Term Loans effective as of the Amendment No. 6

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, : (a) each (i) 2014 Term A Lender agrees, severally and not jointly, to make a 2014 Term A Loan to the Lux Borrower on the Closing Date in a principal amount not to exceed its 2014 Term A Loan Commitment; and (ii) 2014 Term B Lender agrees, severally and not jointly, to make a 2014 Term B Loan to the Lux Borrower on the Closing Date in a principal amount not to exceed its 2014 Term B Loan Commitment; (b) each Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans to the Borrowers Lux Borrower or, subject to Section 2.20(f), the Irish Borrower, in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or Commitment, (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments, ; and (bc) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers Lux Borrower or, subject to Section 2.20(f), the Irish Borrower, in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or Commitments, (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or (iv) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the Non-USD Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, Exposures exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative AgentNon-USD Multicurrency Tranche Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Lux Borrower may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts The full amount of each Class of Term Loan Commitments must be drawn in a single drawing on the Closing Date and amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Each Lender may, at its option, make any Loan available to the Lux Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan (in which case such branch or Affiliate shall be treated as the “Lender” with respect to such Loan for all purposes of this Agreement); provided that (x) any exercise of such option shall not affect the obligation of the Lux Borrower to repay such Loan in accordance with the terms of this Agreement and (y) if the respective branch or Affiliate is a Foreign Lender, the same shall be capable of making the representation contained in the last sentence of Section 2.17(j) on the date it first becomes such a “Lender”.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth in this Agreementforth, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”each Lender agrees, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Lender (severally and not jointly, (i) agrees to make Dollar Tranche Term Loans to Terex, in dollars, on the Restatement Closing Date in accordance with the terms hereof, in an aggregate principal amount not to exceed its Term Loan Commitment, (ii) to make Domestic Revolving Loans to the Borrowers Terex, in Dollars dollars, at any time and from time to time during the Revolving Credit Availability Period Period, and until the earlier of the Revolving Credit Maturity Date and the termination of the Domestic Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Dollar Tranche 's Domestic Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche 's Domestic Revolving Credit Exposures exceeding the aggregate Dollar Tranche CommitmentsCommitment, and (biii) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies Borrowers, at any time and from time to time during the Revolving Credit Availability Period Period, and until the earlier of the Revolving Credit Maturity Date and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in dollars (in the case of Terex), Euro (in the case of the European Borrower, the French Borrower, the Italian Borrower and the German Borrower), Pounds (in the case of the European Borrower, the Scottish Borrower and Powerscreen) and Australian Dollars (in the case of the Australian Borrower) in an aggregate principal amount at any time outstanding that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s 's Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s 's Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative AgentCommitment. Within the foregoing limits set forth in the preceding sentence and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts repaid paid or prepaid in respect of Term Loans may not be reborrowed. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, if such Lender has so committed pursuant to Section 2.27, to make Incremental Term Loans to Terex, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment and otherwise on the terms and subject to the conditions set forth in any Incremental Term Loan Assumption Agreement to which such Lender may become a party. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. a) Subject to the terms and conditions set forth herein, (a) each Dollar Tranche 2015 Term Lender (agrees, severally and not jointly) agrees , to make Dollar Tranche Revolving Loans to the Borrowers in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional a 2015 Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, Borrower on the Restatement Effective Closing Date in an a principal amount equal not to the exceed its 2015 Term Loan Commitment. The full amount of such Lender’s applicable Additional the 2015 Term Loan Commitment by making immediately available funds available to Commitments must be drawn in a single drawing on the Administrative Agent’s designated account, Closing Date and amounts repaid or prepaid in respect of 2015 Term Loans may not later than the time specified by the Administrative Agent. Within the foregoing limits and subject be reborrowed. (b) Subject to the terms and conditions set forth hereinherein and in Amendment ▇▇. ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Lender agrees, severally and not jointly, to make an Incremental Term B-1 Loan to the Borrowers Borrower and HPUI on the Amendment No. 1 Effective Date in a principal amount not to exceed its Incremental Term B-1 Commitment. The full amount of the Incremental Term B-1 Commitments must be drawn in a single drawing on the Amendment No. 1 Effective Date and amounts repaid or prepaid in respect of Incremental Term B-1 Loans may borrownot be reborrowed. (c) Subject to the terms and conditions set forth herein and in Amendment No. 2, prepay (i) the Second Amendment Additional Refinancing Term Lender agrees to make a Second Amendment Refinancing Term Loan in Dollars to Borrower and reborrow Dollar Tranche Revolving HPUI on the Amendment No. 2 Effective Date in a principal amount not to exceed its Second Amendment Refinancing Commitment and (ii) each Second Amendment Converting Refinancing Term Lender agrees to have all of its Second Amendment Refinanced Term Loans (or such lesser amount as notified and Multicurrency Tranche Revolving Loansallocated to such Second Amendment Converting Refinancing Term Lender by the Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole discretion) converted to an equivalent principal amount of Second Amendment Refinancing Term Loans effective as of the Amendment No. 2 Effective Date. Amounts repaid or prepaid in respect of the Second Amendment Refinancing Term Loans may not be reborrowed. (d) For the avoidance of doubt, the Borrower and HPUI shall be jointly and severally liable for all Obligations in respect of the Incremental Term B-1 Loans and the Second Amendment Refinancing Term Loans.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, : (a) each Initial Term Lender agrees, severally and not jointly, to make an Initial Term Loan to the Lux Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment listed on Schedule 2.01(a); (b) each Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans to the Borrowers Lux Borrower or, subject to Section 9.18(a), any other Borrower, in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or Commitment, (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments, ; and (bc) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers Lux Borrower or, subject to Section 9.18(a), any other Borrower, in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or Commitments, (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or (iv) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the Non-USD Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, Exposures exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative AgentNon-USD Multicurrency Tranche Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers any Borrower may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts The full amount of each Class of Term Loan Commitments must be drawn in a single drawing on the closing date thereof and amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Each Lender may, at its option, make any Loan available to the applicable Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan (in which case such branch or Affiliate shall be treated as the “Lender” with respect to such Loan for all purposes of this Agreement); provided that (x) any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement and (y) if the respective branch or Affiliate is a Foreign Lender, the same shall be capable of making the representation contained in the last sentence of Section 2.17(j) on the date it first becomes such a “Lender”.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans to the Borrowers in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican PesosForeign Currencies, exceeding $500,000,000 the Foreign Currency Sublimit and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. a) Subject to the terms and conditions set forth herein, on the Amendment and Restatement Effective Date, each Lender agrees (ai) by its execution hereof, that it is a Lender under the Amended and Restated Credit Agreement and (ii) to provide a Commitment in the amount set forth on Schedule I attached hereto and make Loans in accordance with Section 2.01 of the Amended and Restated Credit Agreement. (b) Each Lender, by delivering its signature page to this Amendment and Restatement and agreeing to provide the New Commitments, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment and Restatement, the Amended and Restated Credit Agreement, the other Amended Documents, each Dollar Tranche other Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Lender. The commitments of the Lenders are several, and no Lender (severally and not jointly) agrees shall be responsible for any other Lender’s failure to make Dollar Tranche Revolving New Loans. (c) The parties hereto hereby acknowledge and agree that if on the Amendment and Restatement Effective Date there are any Original Loans to outstanding under the Borrowers in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in Original Credit Agreement, (i) such Lender’s Dollar Tranche Revolving Original Loans shall continue under the Amended and Restated Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or Agreement and continue to constitute Loans for all purposes thereunder, (ii) the sum Borrower shall borrow from all or certain of the total Dollar Tranche Revolving Credit Exposures exceeding Lenders and/or prepay Loans of all or certain of the aggregate Dollar Tranche CommitmentsLenders such that, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b)after giving effect thereto, the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche CommitmentLoans (including, (ii) subject to Sections 2.04 and 2.11(b)without limitation, the sum of Types and Interest Periods thereof) and such participations shall be held by the Dollar Amount of Lenders (including for such purposes the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Lenders) ratably in accordance with their respective New Commitments or and (iii) subject to Sections 2.04 on and 2.11(b)after the Amendment and Restatement Effective Date, the sum ratable share of the Dollar Amount each Lender’s participation in Letters of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan Loans from draws under Letters of Credit shall be calculated after giving effect to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowedNew Commitments documented hereby.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and in the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth hereinLoan Documents, (a) each Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans to Borrower and to issue Letters of Credit for the Borrowers in Dollars account of the Borrower from time to time during the Availability Period period from the Effective Date to but excluding the Termination Date, in an aggregate principal amount that will outstanding at any time not result exceeding its Pro Rata Share of the aggregate amount of the Commitments, to be used for the purposes identified in (i) such Section 5.12. The original amount of each Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) is set forth opposite its name on Schedule “1” annexed hereto, and the sum aggregate original amount of the total Dollar Tranche Revolving Credit Exposures exceeding Commitments is $30,000,000.00; provided that the aggregate Dollar Tranche Commitmentsindividual Commitment of each Lender shall be adjusted to give effect to any assignments of the Commitments pursuant to subsection 9.1B; and provided, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to further that the Borrowers in Agreed Currencies amount of the Commitments shall be reduced from time to time during by the Availability Period in an aggregate principal amount that will not result in (i) subject of any reductions thereto made pursuant to Sections 2.04 subsection 2.4A(ii). Each Lender’s Commitment shall expire on the Termination Date, and 2.11(b), all Loans and all other amounts owed hereunder with respect to the Dollar Amount Loans and with respect to the Commitment of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, shall be paid in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not full no later than the time specified by Termination Date. Subject to the Administrative Agentprovisions of Section 7, amounts borrowed under this subsection 2.1A may be repaid and re-borrowed to but excluding the Termination Date. Within Anything contained in this Agreement to the foregoing limits contrary notwithstanding, the Loans and the Commitments shall be subject to the terms limitation that in no event shall the Principal Balance at any time exceed the total Commitments then in effect. All Loans shall be denominated and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts repaid or prepaid funded in respect of Term Loans may not be reborrowedDollars.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth in this Agreementforth, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”each Lender agrees, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Lender (severally and not jointly, (i) agrees to make Dollar Tranche Term Loans to Terex, in dollars, on the Closing Date in accordance with the terms hereof, in an aggregate principal amount not to exceed its Term Loan Commitment, (ii) to make Domestic Revolving Loans to the Borrowers Terex, in Dollars dollars, at any time and from time to time during the Revolving Credit Availability Period Period, and until the earlier of the Revolving Credit Maturity Date and the termination of the Domestic Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Dollar Tranche Domestic Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Domestic Revolving Credit Exposures exceeding the aggregate Dollar Tranche CommitmentsCommitment, and (biii) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies Borrowers, at any time and from time to time during the Revolving Credit Availability Period Period, and until the earlier of the Revolving Credit Maturity Date and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in dollars (in the case of each Borrower), Euro (in the case of Terex, the European Borrower, the U.K. Borrower and the Italian Borrower), Pounds (in the case of Terex, the European Borrower and the U.K. Borrower) and Australian Dollars (in the case of the Australian Borrower) in an aggregate principal amount at any time outstanding that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative AgentCommitment. Within the foregoing limits set forth in the preceding sentence and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts repaid paid or prepaid in respect of Term Loans may not be reborrowed. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, if such Lender has so committed pursuant to Section 2.27, to make Incremental Term Loans to Terex, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment and otherwise on the terms and subject to the conditions set forth in any Incremental Assumption Agreement to which such Lender may become a party. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Commitments and Loans. Prior (a) The Borrower and the Lenders acknowledge the making of the Tranche C Term Loans pursuant to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Original Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing C Credit Agreement which remain and agree that such Tranche C Term Loans shall continue to be outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject pursuant to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under of this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreementother Loan Documents. Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans to the Borrowers in Dollars from time to time during the Availability Period in an The aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (b) C Term Loans of each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, outstanding on the Restatement Effective Closing Date in an amount equal (after giving effect to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available prepayments thereof to be made on the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions Restatement Closing Date) is set forth herein, the Borrowers may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loanson Schedule 2.01. Amounts repaid paid or prepaid in respect of Tranche C Term Loans may not be reborrowed. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, if such Lender has so committed pursuant to Section 2.25, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment and otherwise on the terms and subject to the conditions set forth in the Incremental Term Loan Assumption Agreement to which such Lender may become a party. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed. (c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, at any time and from time to time during the Revolving Credit Availability Period, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in dollars in an aggregate principal amount at any time outstanding that will not result in such Lender's Revolving Credit Exposure exceeding such Lender's Revolving Credit Commitment. Subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans.

Commitments and Loans. Prior (a) The Borrowers and the Lenders acknowledge the making of the Tranche B Term Loans on the Original Closing Date pursuant to the Original Credit Agreement and agree that the Tranche B Term Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. The aggregate principal amount of the Tranche B Term Loans of each Lender outstanding on the Restatement Effective Closing Date (after giving effect to the prepayments thereof to be made on the Restatement Closing Date) is set forth on Schedule 2.01. Amounts paid or prepaid in respect of Tranche B Term Loans may not be reborrowed. (b) The Borrowers and the Lenders acknowledge the making of the Tranche A Term Loans under and as defined in the Original Credit Agreement. On the Restatement Closing Date, certain term loans were previously made to all the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar outstanding Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date A Term Loans shall have been prepaid. (such outstanding loans being hereinafter referred to as the “Existing Loans”). c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth forth, each Lender agrees, severally and not jointly to make Revolving Loans to the Borrowers, at any time and from time to time during the Revolving Credit Availability Period, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in this Agreementaccordance with the terms hereof, in dollars (in the case of Terex), Euro (in the case of the European Borrower, the parties hereto agree French Borrower, the Italian Borrower and the German Borrower), Pounds (in the case of the European Borrower, Scottish Borrower and Powerscreen) and Australian Dollars (in the case of the Australian Borrower) in an aggregate principal amount at any time outstanding that on will not result in such Lender's Revolving Credit Exposure exceeding such Lender's Revolving Credit Commitment; provided, however, that the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Alternative Currency Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”Credit Exposure with respect to any Alternative Currency or Borrower, as the case may be, under this Agreement and shall not exceed the terms of sublimit for such Alternative Currency or Borrower, as the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions case may be, set forth herein, (a) each Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans to the Borrowers in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(bSchedule 2.01(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits set forth in the preceding sentence and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth forth, (i) each U.S. Term Lender agrees, severally and not jointly, to make U.S. Term Loans to Terex, in this Agreementdollars, the parties hereto agree that on the Restatement Effective Date Closing Date, in accordance with the Existing Loans shall be re-evidenced as Initial terms hereof, in an aggregate principal amount not to exceed its U.S. Term Loan Commitment, and (ii) each Euro Term Lender agrees, severally and not jointly, to make Euro Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”to the European Borrower, as in Euro, on the case may beClosing Date, under this Agreement and in accordance with the terms of the Existing Loans shall be restated hereof, in their entirety and shall be evidenced by this Agreement. an aggregate principal amount not to exceed its Euro Term Loan Commitment. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, (ai) each Dollar Tranche Domestic Revolving Credit Lender (agrees, severally and not jointly) agrees , to make Dollar Tranche Domestic Revolving Loans to the Borrowers Terex, in Dollars dollars, at any time and from time to time during the Revolving Credit Availability Period Period, and until the earlier of the Revolving Credit Maturity Date and the termination of the Domestic Revolving Credit Commitment of such Domestic Revolving Credit Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) such Domestic Revolving Credit Lender’s Dollar Tranche Domestic Revolving Credit Exposure exceeding such Domestic Revolving Credit Lender’s Dollar Tranche Commitment or Domestic Revolving Credit Commitment, and (ii) the sum of the total Dollar Tranche each Multicurrency Revolving Credit Exposures exceeding the aggregate Dollar Tranche CommitmentsLender agrees, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees , to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies Borrowers, at any time and from time to time during the Revolving Credit Availability Period Period, and until the earlier of the Revolving Credit Maturity Date and the termination of the Multicurrency Revolving Credit Commitment of such Multicurrency Revolving Credit Lender in accordance with the terms hereof, in dollars (in the case of each Borrower), Euro and Pounds (in the case of Terex, the European Borrower and the U.K. Borrower) and Australian Dollars (in the case of the Australian Borrower) in an aggregate principal amount at any time outstanding that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Multicurrency Revolving Credit Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Multicurrency Revolving Credit Lender’s Multicurrency Tranche Revolving Credit Commitment, (ii) subject ; provided that the Australian Borrower shall not be entitled to Sections 2.04 and 2.11(brequest any Borrowing pursuant to this Section 2.01(b), it being agreed that the sum making of Australian Fronted Loans pursuant to Section 2.24 shall be the Dollar Amount exclusive method for the funding of Loans to the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and Australian Borrower. (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, if such Lender has so committed pursuant to Section 2.27, to make Incremental Term Loans to one or more Borrowers, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment and otherwise on the terms and subject to the conditions set forth in any Incremental Assumption Agreement to which such Lender may become a party. (d) Within the limits set forth in paragraph (b) of this Section 2.01 and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts repaid paid or prepaid in respect of Term Loans may not be reborrowed.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to a) On the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agree that Lenders severally agrees, from time to time on any Business Day occurring on or after Closing Date but prior to the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are Commitment Termination Date, to make loans (relative to each Lender, its “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans to the Borrowers in Dollars an aggregate amount equal to such Lender’s Pro Rata Share of the aggregate amount of the Revolving Loans requested by the Borrowers to be made on such Business Day. The Lenders shall distribute the proceeds of such Revolving Loan to the Borrowers no later than 2:00 p.m. (New York City time) on the related Funding Date in accordance with Section 2.03. (b) On the terms and subject to the conditions hereof, the Borrowers may from time to time during borrow, prepay and reborrow Revolving Loans. No Lender shall be required to make any Revolving Loan if, after giving effect thereto, (i) the Availability Period Outstanding Aggregate Loan Amount would exceed the Available Amount or (ii) such Lender’s Outstanding Lender Loan Amount would exceed such Lender’s Pro Rata Share of the Available Amount. (c) Pursuant to the Term Loan Assignment, each Lender shall have acquired Existing Term Loans in an aggregate principal amount that will not result in (i) equal to such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum Pro Rata Share of the total Dollar Tranche Revolving Credit Exposures exceeding Term Loan Initial Balance, which Existing Term Loans shall on the aggregate Dollar Tranche Commitments, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees date hereof be deemed for all purposes to make Multicurrency Tranche Revolving Loans be term loans extended to the Borrowers in Agreed Currencies from time to time during hereunder (the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b“Term Loans”), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts Once repaid or prepaid in respect of hereunder, the Term Loans may not be reborrowed. (d) Upon the effectiveness of the transfer of the Existing Term Loans and to the extent such Existing Term Loans are deemed converted to Term Loans hereunder, the parties hereto acknowledge and agree that ResCap shall have no obligations to the Lenders with respect to the Term Loan Agreement or the Term Loan Assignment.

Commitments and Loans. Prior (a) The Borrower and the Lenders acknowledge the making of the Tranche C Loans, the Tranche D Loans and the Tranche E Loans pursuant to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain and agree that such Tranche C Loans, Tranche D Loans and Tranche E Loans shall continue to be outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject pursuant to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under of this Agreement and the terms other Loan Documents. Amounts paid or prepaid in respect of the Existing Tranche C Loans, Tranche D Loans shall or Tranche E Loans may not be restated in their entirety and shall be evidenced by this Agreement. reborrowed. (b) Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Lender (agrees, severally and not jointly) agrees , to make Dollar a Tranche F Loan to the Borrower on a single day during the Tranche F Availability Period in a principal amount not exceeding its Tranche F Commitment. Amounts paid or prepaid in respect of Tranche F Loans may not be reborrowed. (c) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, to make (i) Revolving Loans to the Borrowers in Dollars Borrower from time to time during the Revolving Credit Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche 's Applicable Percentage of the Revolving Credit Exposure Utilization exceeding such Lender’s Dollar Tranche 's Revolving Credit Commitment or and (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (bSupplemental) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies Borrower from time to time during the Revolving Credit Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche 's Revolving Credit Exposure (Supplemental) Loans exceeding such Lender’s Multicurrency Tranche Commitment, 's Revolving (ii) subject to Sections 2.04 and 2.11(bSupplemental), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth forth, (i) each U.S. Term Lender agrees, severally and not jointly, to make U.S. Term Loans to Terex, in this Agreementdollars, the parties hereto agree that on the Restatement Effective Funding Date but in any event on or prior to December 30, 2011, in accordance with the Existing terms hereof, in an aggregate principal amount not to exceed its U.S. Term Loan Commitment, and (ii) each Euro Term Lender agrees, severally and not jointly, to make Euro Term Loans to the European Borrower, in Euro, on the Funding Date but in any event on or prior to December 30, 2011, in accordance with the terms hereof, in an aggregate principal amount not to exceed its Euro Term Loan Commitment. The proceeds of all Loans made under this paragraph (a) shall be re-evidenced as Initial used by Terex for Certain Funds Purposes. Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, made under this Agreement and the terms of the Existing Loans paragraph (a) shall be restated in their entirety and shall be evidenced by this Agreement. funded with 1% of original issue discount. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, (ai) each Dollar Tranche Domestic Revolving Credit Lender (agrees, severally and not jointly) agrees , to make Dollar Tranche Domestic Revolving Loans to the Borrowers Terex, in Dollars dollars, at any time and from time to time during the Revolving Credit Availability Period Period, and until the earlier of the Revolving Credit Maturity Date and the termination of the Domestic Revolving Credit Commitment of such Domestic Revolving Credit Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) such Domestic Revolving Credit Lender’s Dollar Tranche 's Domestic Revolving Credit Exposure exceeding such Domestic Revolving Credit Lender’s Dollar Tranche Commitment or 's Domestic Revolving Credit Commitment, and (ii) the sum of the total Dollar Tranche each Multicurrency Revolving Credit Exposures exceeding the aggregate Dollar Tranche CommitmentsLender agrees, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees , to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies Borrowers, at any time and from time to time during the Revolving Credit Availability Period Period, and until the earlier of the Revolving Credit Maturity Date and the termination of the Multicurrency Revolving Credit Commitment of such Multicurrency Revolving Credit Lender in accordance with the terms hereof, in dollars (in the case of each Borrower), Euro (in the case of Terex, the European Borrower, the U.K. Borrower and the Italian Borrower), Pounds (in the case of Terex, the European Borrower and the U.K. Borrower) and Australian Dollars (in the case of the Australian Borrower) in an aggregate principal amount at any time outstanding that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Multicurrency Revolving Credit Lender’s 's Multicurrency Tranche Revolving Credit Exposure exceeding such Multicurrency Revolving Credit Lender’s 's Multicurrency Tranche Revolving Credit Commitment, (ii) subject ; provided that neither the Italian Borrower nor the Australian Borrower shall be entitled to Sections 2.04 and 2.11(brequest any Borrowing pursuant to this Section 2.01(b), it being agreed that the sum making of A/C Fronted Loans pursuant to Section 2.24 shall be the Dollar Amount exclusive method for the funding of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or Loans to such Borrowers. No proceeds of Loans made under this paragraph (iiib) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional may be used for Certain Funds Purposes until Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date Loans in an aggregate principal amount equal to the amount of such Lender’s applicable Additional total Term Loan Commitment by making immediately available funds available Commitments in effect on the Restatement Closing Date have been made pursuant to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject paragraph (a) above. (c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, if such Lender has so committed pursuant to Section 2.27, to make Incremental Term Loans to Terex, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment and otherwise on the terms and subject to the conditions set forth in any Incremental Assumption Agreement to which such Lender may become a party. (d) Within the limits set forth in paragraph (b) of this Section 2.01 and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts repaid paid or prepaid in respect of Term Loans may not be reborrowed.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. a) Subject to the terms and conditions set forth herein, (a) each Dollar Tranche 2015 Term Lender (agrees, severally and not jointly) agrees , to make Dollar Tranche Revolving Loans to the Borrowers in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional a 2015 Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, Borrower on the Restatement Effective Closing Date in an a principal amount equal not to the exceed its 2015 Term Loan Commitment. The full amount of such Lender’s applicable Additional the 2015 Term Loan Commitment by making immediately available funds available to Commitments must be drawn in a single drawing on the Administrative Agent’s designated account, Closing Date and amounts repaid or prepaid in respect of 2015 Term Loans may not later than the time specified by the Administrative Agent. Within the foregoing limits and subject be reborrowed. (b) Subject to the terms and conditions set forth hereinherein and in Amendment ▇▇. ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Lender agrees, severally and not jointly, to make an Incremental Term B-1 Loan to the Borrowers Borrower and HPUI on the Amendment No. 1 Effective Date in a principal amount not to exceed its Incremental Term B-1 Commitment. The full amount of the Incremental Term B-1 Commitments must be drawn in a single drawing on the Amendment No. 1 Effective Date and amounts repaid or prepaid in respect of Incremental Term B-1 Loans may borrownot be reborrowed. (c) Subject to the terms and conditions set forth herein and in Amendment No. 2, prepay (i) the Second Amendment Additional Refinancing Term Lender agrees to make a Second Amendment Refinancing Term Loan in Dollars to Borrower and reborrow Dollar Tranche Revolving HPUI on the Amendment No. 2 Effective Date in a principal amount not to exceed its Second Amendment Refinancing Commitment and (ii) each Second Amendment Converting Refinancing Term Lender agrees to have all of its Second Amendment Refinanced Term Loans (or such lesser amount as notified and Multicurrency Tranche Revolving Loansallocated to such Second Amendment Converting Refinancing Term Lender by the Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole discretion) converted to an equivalent principal amount of Second Amendment Refinancing Term Loans effective as of the Amendment No. 2 Effective Date. Amounts repaid or prepaid in respect of the Second Amendment Refinancing Term Loans may not be reborrowed. (d) Subject to the terms and conditions set forth herein and in Amendment No. 3, (i) the Third Amendment Additional Refinancing Term Lender agrees to make a Third Amendment Refinancing Term Loan in Dollars to Borrower and HPUI on the Amendment No. 3 Effective Date in a principal amount not to exceed its Third Amendment Refinancing Commitment and (ii) each Third Amendment Converting Refinancing Term Lender agrees to have all of its Third Amendment Refinanced Term Loans (or such lesser amount as notified and allocated to such Third Amendment Converting Refinancing Term Lender by the Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole discretion) converted to an equivalent principal amount of Third Amendment Refinancing Term Loans effective as of the Amendment No. 3 Effective Date. Amounts repaid or prepaid in respect of the Third Amendment Refinancing Term Loans may not be reborrowed. (e) Subject to the terms and conditions set forth herein and in Amendment No. 4, (i) the Fourth Amendment Additional Refinancing Term Lender agrees to make a Fourth Amendment Refinancing Term Loan in Dollars to Borrower and HPUI on the Amendment No. 4 Effective Date in a principal amount not to exceed its Fourth Amendment Refinancing Commitment and (ii) each Fourth Amendment Converting Refinancing Term Lender agrees to have all of its Fourth Amendment Refinanced Term Loans (or such lesser amount as notified and allocated to such Fourth Amendment Converting Refinancing Term Lender by the Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole discretion) converted to an equivalent principal amount of Fourth Amendment Refinancing Term Loans effective as of the Amendment No. 4

Commitments and Loans. Prior to the Restatement Effective Date, certain revolving loans and term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.05, the Existing Loans shall be re-evidenced reevidenced as Initial Revolving Loans and Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”of a particular Class, as the case may beapplicable, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. As of the Restatement Effective Date and immediately after giving effect to this Agreement, the aggregate outstanding principal balance of the (1) 2012 Tranche A Term Loans is $172,574,399.74, (2) 2014 Tranche A Term Loans is $1,102,425,600.26, (3) 2014 Tranche B Term Loans is $692,465,418.04, (4) ▇▇▇▇ ▇▇▇▇▇▇▇ ▇ Term Loans is $492,393,209.95 and (5) ▇▇▇▇ ▇▇▇▇▇▇▇ ▇ Term Loans is $561,141,372.01. Subject to the terms and conditions set forth herein, (a) each Dollar Tranche 2012 Revolving Lender (severally and not jointly) agrees to make Dollar Tranche 2012 Revolving Loans in dollars to the Borrowers in Dollars Borrower from time to time during the 2012 Revolving Availability Period in an aggregate principal amount that will not result in (i) such 2012 Revolving Lender’s Dollar Tranche 2012 Revolving Credit Exposure exceeding such 2012 Revolving Lender’s Dollar Tranche 2012 Revolving Commitment or (ii) the total 2012 Revolving Exposures exceeding the sum of the total Dollar Tranche 2012 Revolving Credit Commitments or (iii) the total Revolving Exposures exceeding the aggregate Dollar Tranche Commitments, sum of the total Revolving Commitments and (b) each Multicurrency Tranche 2014 Revolving Lender (severally and not jointly) agrees to make Multicurrency Tranche 2014 Revolving Loans in dollars to the Borrowers in Agreed Currencies Borrower from time to time during the 2014 Revolving Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such 2014 Revolving Lender’s Multicurrency Tranche 2014 Revolving Credit Exposure exceeding such 2014 Revolving Lender’s Multicurrency Tranche Commitment, 2014 Revolving Commitment or (ii) subject to Sections 2.04 and 2.11(b), the total 2014 Revolving Exposures exceeding the sum of the Dollar Amount of the total Multicurrency Tranche 2014 Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the total Revolving Exposures exceeding the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative AgentCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts prepaid or repaid or prepaid in respect of Term Loans may not be reborrowed.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, under of this Agreement and in reliance upon the terms representations and warranties of the Existing Loans shall be restated in their entirety and shall be evidenced by this AgreementBorrowers herein set forth: (i) Tranche A Domestic Loans. Subject Each Domestic Lender severally agrees, subject to the terms and conditions limitations set forth herein, (a) each Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans below with respect to the Borrowers in Dollars maximum amount of Tranche A Domestic Loans permitted to be outstanding from time to time, to lend to Company from time to time during the Availability Period in period from the Closing Date to but excluding such Lender's Tranche A Termination Date an aggregate principal amount that will not result in (i) such Lender’s Dollar exceeding its Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum A Domestic Pro Rata Share of the total Dollar aggregate amount of the Tranche Revolving Credit Exposures exceeding A Domestic Commitments to be used for the purposes identified in subsection 2.5A. The original amount of each Domestic Lender's Tranche A Domestic Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate Dollar original amount of the Tranche CommitmentsA Domestic Commitments is $1,125,000,000; provided that the Tranche A Domestic Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche A Domestic Commitments pursuant to subsection 13.1B; and provided, (b) each Multicurrency further that the amount of the Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies A Domestic Commitments shall be reduced from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to by the amount of any reductions thereto made pursuant to subsection 2.4A(ii). Each Domestic Lender's Tranche A Domestic Commitment shall expire on such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available 's Tranche A Termination Date and all Tranche A Domestic Loans and all other amounts owed hereunder with respect to the Administrative Agent’s designated account, not Tranche A Domestic Loans and the Tranche A Domestic Commitment of such Lender shall be paid in full no later than that date; provided that each Domestic Lender's Tranche A Domestic Commitment shall expire immediately and without further action on July 31, 2001 if the time specified by Closing Date shall not have occurred on or before that date. Amounts borrowed under this subsection 2.1A(i) may be repaid and reborrowed to but excluding the Administrative AgentTranche A Termination Date. Within Anything contained in this Agreement to the foregoing limits contrary notwithstanding, the Tranche A Domestic Loans and the Tranche A Domestic Commitments shall be subject to the terms limitation that in no event shall the Total Utilization of Tranche A Domestic Commitments at any time exceed the Tranche A Domestic Commitments then in effect. All Tranche A Domestic Loans shall be denominated and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts repaid or prepaid funded in respect of Term Loans may not be reborrowedDollars.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth forth, each Lender agrees, severally and not jointly, (i) to make Term Loans to Terex, in this Agreementdollars, the parties hereto agree that on the Restatement Effective Funding Date but in any event on or prior to December 30, 2011, in accordance with the Existing terms hereof, in an aggregate principal amount not to exceed its Term Loan Commitment, and (ii) to make Revolving Loans to Terex, in dollars, in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender's applicable Revolving Credit Exposure exceeding such Lender's applicable Revolving Credit Commitment; provided that (A) the aggregate principal amount of Loans drawn under this paragraph (a) shall not exceed $1,100,000,000, (B) no Revolving Credit Borrowing may be made under this paragraph (a) unless Term Loans in an aggregate principal amount of at least $750,000,000 shall have been made under this paragraph (a) and (C) the proceeds of all Loans made under this paragraph (a) shall be re-evidenced as Initial used by Terex for Certain Funds Purposes. Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”, as the case may be, made under this Agreement and the terms of the Existing Loans paragraph (a) shall be restated in their entirety and shall be evidenced by this Agreement. funded with 1% of original issue discount. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, (a) each Dollar Tranche Lender (agrees, severally and not jointly, (i) agrees to make Dollar Tranche Domestic Revolving Loans to the Borrowers Terex, in Dollars dollars, at any time and from time to time during the Revolving Credit Availability Period Period, and until the earlier of the Revolving Credit Maturity Date and the termination of the Domestic Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Dollar Tranche 's Domestic Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or 's Domestic Revolving Credit Commitment, and (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrowers in Agreed Currencies Borrowers, at any time and from time to time during the Revolving Credit Availability Period Period, and until the earlier of the Revolving Credit Maturity Date and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in dollars (in the case of each Borrower), Euro (in the case of Terex, the European Borrower, the U.K. Borrower and the Italian Borrower), Pounds (in the case of Terex, the European Borrower and the U.K. Borrower) and Australian Dollars (in the case of the Australian Borrower) in an aggregate principal amount at any time outstanding that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s 's Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s 's Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and Commitment. (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, if such Lender has so committed pursuant to Section 2.27, to make Incremental Term Loans to Terex, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment and otherwise on the terms and subject to the conditions set forth in any Incremental Assumption Agreement to which such Lender may become a party. (d) Within the limits set forth in paragraphs (a) and (b) of this Section 2.01 and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts repaid paid or prepaid in respect of Term Loans may not be reborrowed.

Commitments and Loans. Prior to the Restatement Effective Date, certain revolving loans and term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers as “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans” Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be re-evidenced as Initial Revolving Loans of a particular Class and Term Loans and Revolving Loans that are “Dollar Tranche Revolving Loans” and “Multicurrency Tranche Revolving Loans”of a particular Class, as the case may beapplicable, under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, : (a) each 2016 Dollar Tranche Lender (severally and not jointly) agrees to make 2016 Dollar Tranche Revolving Loans to the Borrowers Borrower in Dollars from time to time during the 2016 Availability Period in an aggregate principal amount that will not result in (i) such Lender’s 2016 Dollar Tranche Revolving Credit Exposure exceeding such Lender’s 2016 Dollar Tranche Commitment or Commitment, (ii) the sum of the total 2016 Dollar Tranche Revolving Credit Exposures exceeding the aggregate 2016 Dollar Tranche Commitments, (iii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments or (iv) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments, ; (b) each 2018 Dollar Tranche Lender agrees to make 2018 Dollar Tranche Revolving Loans to the Borrower in Dollars from time to time during the 2018 Availability Period in an aggregate principal amount that will not result in (i) such Lender’s 2018 Dollar Tranche Revolving Credit Exposure exceeding such Lender’s 2018 Dollar Tranche Commitment, (ii) the sum of the total 2018 Dollar Tranche Revolving Credit Exposures exceeding the aggregate 2018 Dollar Tranche Commitments, (iii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments or (iv) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments; (c) each 2016 Multicurrency Tranche Lender (severally and not jointly) agrees to make 2016 Multicurrency Tranche Revolving Loans to the Borrowers Borrower in Agreed Currencies from time to time during the 2016 Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s 2016 Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s 2016 Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total 2016 Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate 2016 Multicurrency Tranche Commitments, (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iv) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments; and (d) each 2018 Multicurrency Tranche Lender agrees to make 2018 Multicurrency Tranche Revolving Loans to the Borrower in Agreed Currencies from time to time during the 2018 Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s 2018 Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s 2018 Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total 2018 Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate 2018 Multicurrency Tranche Commitments, (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit ExposuresExposures exceeding the aggregate Multicurrency Tranche Commitments or (iv) subject to Sections 2.04 and 2.11(b), in each case denominated in Mexican Pesos, the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agentaggregate Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Commitments and Loans. Prior to the Restatement Effective Date, certain term loans were previously made to the Borrowers and certain revolving loans were previously made to the Borrowers Borrower as “Dollar Tranche Revolving General Partnership Loans” and “Multicurrency Tranche Revolving Working Capital Loans” under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the parties hereto agree that on the Restatement Effective Date the Existing Loans shall be re-evidenced reevidenced as Initial Term Loans and Revolving Loans that are “Dollar Tranche Revolving General Partnership Loans” and “Multicurrency Tranche Revolving Working Capital Loans”, as the case may be, ” under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth hereinherein and as further described in Sections 2.01.01 and 2.01.02 below, (a) each Dollar Tranche Revolving Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans to the Borrowers in Dollars Borrower from time to time during the Revolving Credit Availability Period in an aggregate principal amount that will not result in (ia) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Revolving Commitment or and (iib) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments, (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Aggregate Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Mexican Pesos, exceeding $500,000,000 and (c) each Additional Term Lender with an Additional Term Loan Commitment (severally and not jointly) agrees to make an Additional Term Loan to the Company in Dollars and to LKQ Netherlands in euro, in each case, on the Restatement Effective Date in an amount equal to the amount of such Lender’s applicable Additional Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Subject to the terms and conditions set forth herein and as further described in Section 2.01.03 below, each Term Lender with a Term Commitment agrees to make Term Loans to the Borrower in not more than two (2) drawings during the Term Loan Availability Period in an aggregate principal amount that does not exceed such Lender’s Term Commitment at such time. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Any Term Loans funded hereunder shall permanently reduce and terminate, on a dollar for dollar basis, the aggregate Term Commitments by a like amount.