Exhibit 10.1

EXECUTION COPY

CREDIT AGREEMENT

among

LKQ Corporation,

as US Borrower,

LKQ Delaware LLP,
as Canadian Borrower,

The Several Lenders
from Time to Time Parties Hereto,

LEHMAN BROTHERS INC.
and
DEUTSCHE BANK SECURITIES INC.,
as Joint Lead Arrangers and Joint Bookrunners,

DEUTSCHE BANK SECURITIES INC.,
as Syndication Agent,

DEUTSCHE BANK AG NEW YORK BRANCH,
as US Dual Currency RCF Agent,

DEUTSCHE BANK AG CANADA BRANCH,
as Canadian Agent,

and

LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent

Dated as of October 12, 2007

TABLE OF CONTENTS

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CREDIT AGREEMENT, dated as of October 12, 2007, among LKQ Corporation, a Delaware corporation (the “ US Borrower ”), LKQ Delaware LLP, a Delaware limited liability partnership having two Alberta unlimited liability companies as its partners (the “ Canadian Borrower ”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “ Lenders ”), LEHMAN BROTHERS INC. and DEUTSCHE BANK SECURITIES INC., as joint lead arrangers and joint bookrunners (in such capacity, the “ Arrangers ”), DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity, the “ Syndication Agent ”), LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “ Administrative Agent ”), DEUTSCHE BANK AG NEW YORK BRANCH, as US sub-agent in respect of the Dual Currency Revolving Credit Facility referred to herein (in such capacity, the “ US Dual Currency RCF Agent ”) and DEUTSCHE BANK AG CANADA BRANCH (“ DB Canada ”), as Canadian sub-agent in respect of the Canadian Term Loan Facility and the Dual Currency Revolving Credit Facility (in such capacity, the “ Canadian Agent ” and, together with the Administrative Agent and the US Dual Currency RCF Agent, the “ Facility Agents ”).

W I T N E S S E T H :

WHEREAS, each Borrower has requested that the Lenders make certain credit facilities available to such Borrower in order to finance the Acquisition and/or for the other purposes set forth herein;

WHEREAS, the Lenders are willing to make such credit facilities available upon and subject to the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1           Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ Acceptance Fee ”:  a fee payable by the Canadian Borrower with respect to the acceptance of a Bankers’ Acceptance by a Canadian Lender under this Agreement, as provided in Section 2.15(d), and as such fee is set forth in the definition of “Applicable Margin”.

“ Acquired Person or Business ”: either (x) the assets constituting a business, division or product line of any Person not already a Subsidiary of the US Borrower acquired by the US Borrower or a Subsidiary or (y) any such Person which shall, as a result of the acquisition of the Capital Stock of such Person, become a Subsidiary of the US Borrower (or shall be merged or amalgamated with and into the US Borrower or another Subsidiary of the US Borrower, with the US Borrower or such Subsidiary being the surviving or continuing Person).

“ Acquisition ”:  as defined in Section 5.1(b)(i).

“ Acquisition Agreement ”:  the Agreement and Plan of Merger, dated as of July 16, 2007, by and among Target, LKQ Acquisition Company (“ Merger Sub ”) and the US Borrower, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the terms thereof and this Agreement.

“ Acquisition Documentation ”: collectively, the Acquisition Agreement and all schedules, exhibits, annexes and amendments thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith, in each case, as amended, supplemented, replaced or otherwise modified from time to time in accordance with the terms thereof and this Agreement.

“ Adjustment Date ”:  as defined in the Pricing Grid.

“ Administrative Agent ”:  as defined in the preamble hereto.

“ Administrative Agent’s Funding Office ”:  the office specified from time to time by the Administrative Agent as its funding office by notice to the US Borrower and the US Dollar-Denominated Facility Lenders.

“ Administrative Agent’s Payment Office ”:  the office specified from time to time by the Administrative Agent as its payment office by notice to the US Borrower and the US Dollar-Denominated Facility Lenders.

“ Additional Lender ”: as defined in Section 2.25(b).

“ Adjusted Excess Cash Flow ” shall mean, for any period, the remainder of (i) Excess Cash Flow for such period minus (ii) the product of (I) the aggregate amount of all prepayments of Revolving Credit Loans and Swing Line Loans during such period (to the extent accompanying permanent optional reductions of the Revolving Credit Commitments) and all optional prepayments of the Term Loans during such period, in any such case except to the extent financed with the proceeds of asset sales, sales or issuances of Capital Stock, insurance or Indebtedness during such period multiplied by (II) the quotient of (x) 100% divided by (y) the ECF Percentage in effect on the relevant Excess Cash Flow Application Date for such period.

“ Affiliate ”:  as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Agents ”:  the collective reference to the Facility Agents and the Syndication Agent.

“ Aggregate Consideration ” shall mean, with respect to any Permitted Acquisition, the sum (without duplication) of (i) the aggregate amount of all cash paid (or to be paid) by the US Borrower or any of its Subsidiaries in connection with such Permitted Acquisition (including, without limitation, payments of fees and costs and expenses in connection therewith) and all

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contingent cash purchase price, earn-out, non-compete and other similar obligations of the US Borrower and its Subsidiaries incurred and reasonably expected to be incurred in connection therewith (as determined in good faith by the US Borrower), (ii) the aggregate principal amount of all Indebtedness assumed, incurred, refinanced and/or issued in connection with such Permitted Acquisition to the extent permitted by Section 7.2, and (iii) the Fair Market Value of all other consideration (other than the US Borrower’s common stock) payable in connection with such Permitted Acquisition.

“ Aggregate Exposure ”:  with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s Commitments at such time and (b) thereafter, the sum of (i) the aggregate then unpaid Principal Amount of such Lender’s Term Loans and (ii) the amount of such Lender’s Revolving Credit Commitments then in effect or, if the Revolving Credit Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.

“ Aggregate Exposure Percentage ”:  with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the sum of the Aggregate Exposures of all Lenders at such time.

“ Agreement ”:  this Credit Agreement, as amended, supplemented, replaced or otherwise modified from time to time.

“ Alternate Currency Facilities ”:  (a) the Canadian Term Loan Commitments and the Canadian Term Loans made thereunder and (b) the Dual Currency RCF Commitments and the extensions of credit made thereunder.

“ Alternate Currency Facilities Assignment and Acceptance ”:  as defined in Section 10.6(c).

“ Alternate Currency Facilities Borrowing Notice ”:  with respect to any request for borrowing of Canadian Term Loans or Dual Currency RCF Loans hereunder, a notice from the US Borrower or Canadian Borrower, as applicable, substantially in the form of, and containing the information prescribed by, Exhibit K-2, delivered to each of the US Dual Currency RCF Agent and the Canadian Agent.

“ Alternate Currency Facilities Lenders ”:  the collective reference to the Canadian Term Loan Lenders and the Dual Currency RCF Lenders.

“ Alternate Currency Facilities Loans ”:  the collective reference to the Canadian Term Loans and the Dual Currency RCF Loans.

“ Alternate Currency Facilities Register ”:  as defined in Section 10.6(d).

“ Applicable Margin ”:  for each Type of Loan under each Facility, the rate per annum set forth opposite such Facility under the relevant column heading below:

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provided , that on and after the first Adjustment Date occurring after the completion of one full fiscal quarter of the US Borrower after the Closing Date, the Applicable Margins with respect to Revolving Credit Loans, Swing Line Loans and the Acceptance Fee in respect of Canadian Borrower Dual Currency RCF Loans will be determined pursuant to the Pricing Grid.

Notwithstanding anything to the contrary contained above in this definition, the Pricing Grid or elsewhere in this Agreement, if it is subsequently determined that the Consolidated Leverage Ratio set forth in any Compliance Certificate delivered in connection with the delivery of financial statements pursuant to Section 6.1 for any period is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the Consolidated Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the “Applicable Margin” for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined Consolidated Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by a Borrower for the relevant period pursuant to Sections 2.9(a) and 2.15(a), (b), (c) and (d) as a result of the miscalculation of the Consolidated Leverage Ratio shall be deemed to be (and shall be) due and payable under the relevant provisions of Section 2.9(a), 2.9(b) or 2.15(a), (b), (c) or (d), as applicable, at the time the interest or fees for such period were required to be paid pursuant to said Section on the same basis as if the Consolidated Leverage Ratio had been accurately set forth in such Compliance Certificate (and shall remain due and payable until paid in full, together with all amounts owing under Sections 2.15(e) and (f), in accordance with the terms of this Agreement).

“ Application ”:  an application, in such form as the relevant Issuing Lender may specify from time to time, requesting such Issuing Lender to issue a Letter of Credit.

“ Arrangers ”:  as defined in the preamble hereto.

“ Asset Sale ”:  any Disposition of Property or series of related Dispositions of Property (excluding any such Disposition permitted by clause (a), (b), (c), (d), (e), (f) and (h) of Section 7.5) which yields gross proceeds to the US Borrower or any of its Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at Fair Market Value in the case of other non-cash proceeds) in excess of $1,000,000.

“ Assignee ”:  as defined in Section 10.6(c).

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“ Assignment and Acceptance ”:  the collective reference to the General Assignment and Acceptance and the Alternate Currency Facilities Assignment and Acceptance.

“ Assignor ”:  as defined in Section 10.6(c).

“ Attributable Debt ”:  in respect of any Sale-Leaseback Transaction, at the time of determination, the present value (discounted at the rate of interest then borne by the Initial Term Loans and compounded annually, determined in accordance with GAAP) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale-Leaseback Transaction (including any period for which such lease has been extended); provided that if such Sale-Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “ Capital Lease Obligations ” set forth in this Section 1.1.

“ Authorized Foreign Bank ”:  a Lender which is an “authorized foreign bank”, as defined in Section 2 of the Bank Act (Canada) and Section 248 of the Income Tax Act (Canada), which holds Loans to the Canadian Borrower hereunder and receives all amounts payable by the Canadian Borrower as part of its “Canadian banking business”, for purposes of the Income Tax Act (Canada), with the result that such Lender is deemed to be resident in Canada for purposes of Part XIII of the Income Tax Act (Canada), in respect of any amount paid or credited or to be paid or credited by the Canadian Borrower to such Lender.

“ Available Dual Currency RCF Commitment ”: with respect to any Dual Currency RCF Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Dual Currency RCF Commitment then in effect over (b) such Lender’s Dual Currency RCF Extensions of Credit then outstanding.

“ Available US Dollar RCF Commitment ”:  with respect to any US Dollar RCF Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s US Dollar RCF Commitment then in effect over (b) such Lender’s US Dollar RCF Extensions of Credit then outstanding; provided , that in calculating any Lender’s US Dollar RCF Extensions of Credit for the purpose of determining such Lender’s Available US Dollar RCF Commitment pursuant to Section 2.9(a), the aggregate principal amount of Swing Line Loans then outstanding shall be deemed to be zero.

“ BA Equivalent Loan ”:  a Canadian Borrower Loan made by a Non-BA Lender evidenced by a Discount Note.

“ BA Loan ”:  a Canadian Borrower Loan made by way of the issuance of Bankers’ Acceptances.

“ Bankers’ Acceptance ” and “ B/A ” each means a bill of exchange, including a depository bill issued in accordance with the Depository Bills and Notes Act (Canada), denominated in Canadian Dollars, drawn by the Canadian Borrower and accepted by a Canadian Lender and includes a Discount Note.

“ Base Rate ”:  for any day, a rate per annum equal to the greater of (x) the US Prime Rate in effect on such day and (y) the Federal Funds Effective Rate in effect on such day

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plus ½ of 1%. Any change in the Base Rate due to a change in the US Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the US Prime Rate or the Federal Funds Effective Rate, respectively.

“ Base Rate Loans ”:  Loans for which the applicable rate of interest is based upon the Base Rate.

“ Benefited Lender ”:  as defined in Section 10.7.

“ Board ”:  the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ Borrowers ”:  the US Borrower and the Canadian Borrower.

“ Borrowing Date ”:  any Business Day specified by the relevant Borrower in a Borrowing Notice as a date on which the relevant Lenders are requested to make Loans hereunder.

“ Borrowing Notice ”:  a General Borrowing Notice and/or an Alternate Currency Facilities Borrowing Notice, as the context may require.

“ Business Day ”:  (a) for all purposes other than as covered by clause (b) below, a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close and (b) (x) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, any day which is a Business Day described in clause (a) and which is also a day for trading by and between banks in Dollar deposits or Canadian Dollar deposits, as applicable, in the interbank eurodollar market and (y) with respect to all notices, disbursements or payments by or to the Canadian Agent or the Canadian Borrower with respect to a Canadian Term Loan, Canadian Borrower Dual Currency RCF Loan or Dual Currency RCF Letter of Credit, any day other than a Saturday, Sunday or other day on which commercial banks in Toronto, Canada are authorized or required by law to close.

“ Calculation Period ” shall mean, with respect to any Specified Transaction, the Test Period most recently ended prior to the date of such Specified Transaction for which financial statements have been delivered to the Lenders pursuant to this Agreement.

“ Canadian Agent ”: as defined in the preamble hereto.

“ Canadian Agent’s Funding Office ”:  the office specified from time to time by the Canadian Agent as its funding office by notice to the Alternate Currency Facilities Lenders.

“ Canadian Agent’s Payment Office ”:  the office specified from time to time by the Canadian Agent as its payment office by notice to the Canadian Borrower and the Alternate Currency Facilities Lenders.

“ Canadian Bank ”:  a Lender which is resident in Canada for purposes of the Income Tax Act (Canada).

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“ Canadian Borrower ”: as defined in the preamble hereto.

“ Canadian Borrower Dual Currency RCF Loans ”:  as defined in Section 2.4(b).

“ Canadian Borrower Dual Currency RCF Note ”:  as defined in Section 2.8(h).

“ Canadian Borrower Facilities ”:  (a) the Canadian Term Loan Commitments and the Canadian Term Loans made thereunder and (b) the Dual Currency RCF Commitments made available to the Canadian Borrower and the extensions of credit made thereunder.

“ Canadian Borrower Loans ”  the collective reference to the Canadian Term Loans and the Canadian Borrower Dual Currency RCF Loans.

“ Canadian Borrower Replacement Term Loans ”: as defined in Section 6.15(b).

“ Canadian Branch ”:  the Canadian branch or office of a Canadian Term Loan Lender or Dual Currency RCF Lender, which branch or office makes loans in Canadian Dollars of the type being made hereunder in Canada, it being understood that such Canadian branch or office shall hold all Loans to the Canadian Borrower hereunder and receive all amounts payable by the Canadian Borrower hereunder or under the other Loan Documents as part of such Canadian Term Loan Lender’s or Dual Currency RCF Lender’s “Canadian banking business”, for purposes of the Income Tax Act (Canada), with the result that the applicable Canadian Term Loan Lender or Dual Currency RCF Lender, as the case may be, is deemed to be resident in Canada for the purposes of Part XIII of the Income Tax Act (Canada), in respect of any amount paid or credited or to be paid or credited to such Canadian Term Loan Lender or Dual Currency RCF Lender, as the case may be, hereunder.

“ Canadian Dollars ” and “ CDN$ ”:  lawful currency of Canada.

“ Canadian Holding Companies ”:  collectively, (i) LKQ Ontario LP, a limited partnership organized under the laws of the province of Ontario, (ii) 1323352 Alberta ULC, an unlimited liability company organized under the laws of the province of Alberta, (iii) 1323410 Alberta ULC, an unlimited liability company organized under the laws of the province of Alberta and (iv) 1323342 Alberta ULC, an unlimited liability company organized under the laws of the province of Alberta.

“ Canadian Intercompany Collateral Agreement ”:  each Canadian Intercompany Collateral Agreement to be executed and delivered by each of 1323342 Alberta ULC, LKQ Dominion Auto Recycling Inc. and LKQ Pintendre Autos Inc., substantially in the form of Exhibit H-2, as the same may be amended, restated, supplemented, replaced and/or otherwise modified from time to time.

“ Canadian Intercompany Loan Documents ”:  each Canadian Intercompany Note and each Canadian Intercompany Collateral Agreement.

“ Canadian Intercompany Notes ”:  each Canadian Intercompany Note to be executed and delivered by 1323342 Alberta ULC, LKQ Dominion Auto Recycling Inc. and LKQ

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Pintendre Autos Inc., substantially in the form of Exhibit H-1, as the same may be amended, restated, supplemented, replaced and/or otherwise modified from time to time.

“ Canadian Lenders ”:  the collective reference to (a) with respect to the Dual Currency RCF Commitments made available to the Canadian Borrower and the extensions of credit thereunder, the Dual Currency RCF Lenders and (b) the Canadian Term Loan Lenders.

“ Canadian Prime Rate ” means, for any day, the rate per annum of interest publicly quoted or established as the “prime rate” of DB Canada as its reference rate of interest in order to determine rates of interest for commercial loans in Canadian Dollars to its Canadian borrowers. The Canadian Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually available.

“ Canadian Prime Rate Loans ”:  Canadian Borrower Loans in respect of which the Canadian Borrower is obligated to pay interest in accordance with Section 2.15(c) at the Canadian Prime Rate plus the Applicable Margin.

“ Canadian Subsidiary ”:  any Subsidiary of the US Borrower organized under the laws of Canada or any province or territory thereof.

“ Canadian Term Loan ”:  as defined in Section 2.1(b).

“ Canadian Term Loan Commitment ”:  as to any Lender, the obligation of such Lender, if any, to make a Canadian Term Loan to the Canadian Borrower hereunder in a principal amount not to exceed the amount set forth under the heading “Canadian Term Loan Commitment” opposite such Lender’s name on Schedule 1.1A hereto, or, as the case may be, in the Alternate Currency Facilities Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the Canadian Term Loan Commitments is CDN$40,000,000.

“ Canadian Term Loan Facility ”:  as defined in the definition of “Facility” in this Section 1.1.

“ Canadian Term Loan Lender ”:  each Lender that has a Canadian Term Loan Commitment or is the holder of a Canadian Term Loan, it being understood that (i) each such Lender shall be a Canadian Bank with a US Branch or, if not a Canadian Bank, an Authorized Foreign Bank and (ii) with respect to the Commitments to be made available to the Canadian Borrower under the Canadian Term Loan Facility, the Canadian Term Loans and all interest, fees, indemnities, costs, expenses and other Obligations owing by the Canadian Borrower in connection with the Canadian Term Loan Facility, and for all other related purposes hereunder (as the context may require), the term “Canadian Term Loan Lender” shall refer to such Canadian Term Loan Lender’s Canadian Branch (if such Canadian Term Loan Lender is an Authorized Foreign Bank) or such Canadian Term Loan Lender’s US Branch (if such Canadian Term Loan Lender is a Canadian Bank).

“ Canadian Term Loan Percentage ”:  as to any Canadian Term Loan Lender at any time, the percentage which such Lender’s Canadian Term Loan Commitment then constitutes of

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the aggregate Canadian Term Loan Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender’s Canadian Term Loans then outstanding constitutes of the aggregate principal amount of the Canadian Term Loans then outstanding).

“ Canadian Term Notes ”:  as defined in Section 2.8(h).

“ Capital Expenditures ”:  for any period, with respect to any Person, the aggregate of all expenditures made by such Person during such period for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) which are required to be capitalized under GAAP for such period on a balance sheet of such Person.

“ Capital Lease Obligations ”:  with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP; and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“ Capital Stock ”:  any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“ Cash Collateral Account ”:  an account specifically established by the applicable Borrower with a Facility Agent on terms and conditions reasonably satisfactory to such Facility Agent, over which the Facility Agent shall have exclusive dominion and control and a first priority security interest over all amounts at any time on deposit in such account, including the right of withdrawal.

“ Cash Equivalents ”:  (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-2 by Standard & Poor’s Ratings Services (“ S&P ”) or P-2 by Moody’s Investors Service, Inc. (“ Moody’s ”), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any

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political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six months or less  from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; and (h) in the case of the Canadian Borrower or any Canadian Subsidiary only, cash equivalents satisfying the requirements of clauses (a), (b), (e), (f) or (g) of this definition (but for such purpose, treating references therein to the United States government or any such state, commonwealth or territory thereof as a reference to the government of Canada or any province thereof).

“ CDOR Rate ”:  for any day, the average of the annual rates for Bankers’ Acceptances having the same specified term and face amount as the Canadian Borrower Loan to be made (or a term and face amount as closely as possible comparable to such specified term and face amount) that is reported by the Reuters Screen CDOR Page as of 10:00 a.m. on such day (or, if such day is not a Business Day, as of 10:00 a.m. (Toronto time) on the next preceding Business Day), provided that if such rate is not reported by the Reuters Screen CDOR Page at such time on such date, CDOR Rate for such date will be the annual discount rate of interest (rounded upward to the nearest whole multiple of 1/100 of 1%) as of 10:00 a.m. (Toronto time) on such date at which the average of the five largest (by assets) Canadian chartered banks are then offering to purchase bankers’ acceptances accepted by it having a comparable aggregate face amount and identical maturity date to the aggregate face amount and maturity date of such BA Loans or BA Equivalent Loans.

“ Change of Control ”:  the occurrence of any of the following events:   (a)  any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), but excluding the Flynn Group (and excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), shall become, or obtain rights (whether by means or warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 30% of the outstanding common stock of the US Borrower; (b) the board of directors of the US Borrower shall cease to consist of a majority of Continuing Directors; or (c) a Specified Change of Control.

“ Closing Date ”:  the date on which the conditions precedent set forth in Section 5.1 shall have been satisfied.

“ Closing Date Material Adverse Effect ”:  a “Company Material Adverse Effect” (as defined in the Acquisition Agreement).

“ Code ”:  the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ”:  all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

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“ Commitment ”:  with respect to any Lender, the sum of the Initial US Term Loan Commitment, the Canadian Term Loan Commitment and the Revolving Credit Commitments of such Lender.

“ Commitment Fee Rate ”:  ½ of 1% per annum; provided , that on and after the first Adjustment Date occurring after the completion of one full fiscal quarter of the US Borrower after the Closing Date, the Commitment Fee Rate will be determined pursuant to the Pricing Grid.

“ Common Equity Financing ” shall have the meaning provided in Section 5.1(b)(ii).

“ Common Equity Financing Documents ”: the Form S-1, the Rule 424(b) Prospectus, the Underwriting Agreement, dated as of September 19, 2007, among the US Borrower, the underwriters named therein and the selling shareholders named therein, and the “Declaration of Effectiveness” from the SEC.

“ Commonly Controlled Entity ”:  an entity, whether or not incorporated, that is under common control with the US Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the US Borrower and that is treated as a single employer under Section 414 of the Code.

“ Compliance Certificate ”:  a certificate duly executed by a Responsible Officer, substantially in the form of Exhibit B.

“ Confidential Information Memorandum ”:  the Confidential Information Memorandum dated September 2007 and furnished to the initial Lenders in connection with the syndication of the Facilities.

“ Consolidated Current Assets ”:  of any Person at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of such Person and its Subsidiaries at such date.

“ Consolidated Current Liabilities ”:  of any Person at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of such Person and its Subsidiaries at such date, but excluding, with respect to the US Borrower, (a) the current portion of Funded Debt and (b) all Indebtedness consisting of Revolving Credit Loans or Swing Line Loans.

“ Consolidated EBITDA ”:  of any Person for any period, Consolidated Net Income of such Person and its Subsidiaries for such period plus , without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) Consolidated Interest Expense of such Person and its Subsidiaries, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness, (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) any extraordinary expenses or losses (including, whether or not otherwise

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includable as a separate item in the statement of such Consolidated Net Income for such period, losses on sales of assets outside of the ordinary course of business), and (f) any other non-cash charges and expenses, and minus , to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) any extraordinary income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business) and (b) any other non-cash income, all as determined on a consolidated basis; provided that for purposes of determining the Consolidated EBITDA of the US Borrower and its consolidated Subsidiaries for any period, “Consolidated EBITDA” for such period shall be determined as otherwise provided above and adjusted by adding thereto (i) in the case of any period which includes any portion of any fiscal quarter occurring prior to the Closing Date, the actual Consolidated EBITDA of the Target and its Subsidiaries for such period (determined without regard to the other adjustments set forth in this proviso), (ii) in the case of any period which includes any portion of any fiscal quarter ending on or prior to the last day of FQ4 2009, the aggregate amount of Transaction Restructuring Charges actually recorded or accrued during such period, so long as (x) the aggregate amount of all such Transaction Restructuring Charges added back pursuant to this clause (ii) for all fiscal quarters ending on or prior to the last day of FQ4 2009 does not exceed $20,000,000 (determined on a pre-tax basis) and (y) the aggregate amount (and type) of Transaction Restructuring Charges incurred or accrued during each fiscal quarter included in such period are identified in the Compliance Certificate covering such period, (iii) in the case of any period including the fiscal quarter of the US Borrower ended December 31, 2007, the amount of all fees and expenses incurred in connection with the Transaction during such fiscal quarter, (iv) the amount of net cost savings projected by the US Borrower in good faith to be realized as a result of specified actions commenced during such period in connection with the Transaction (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions, provided , however , that (A) such cost savings are reasonably identifiable, factually supportable and actually achievable (in the good faith judgment of the US Borrower) within 18 months of the first day of the first period in which such cost savings are added back pursuant to this clause (iv), (B) such actions are completed within 36 months after the Closing Date, (C) no cost savings shall be added pursuant to this clause (iv) to the extent duplicative of any expenses or charges relating to such cost savings that are included in clause (ii) above with respect to such period, and (D) the aggregate amount of all cost savings added pursuant to this clause (iv) for all fiscal quarters included in all periods shall not exceed the aggregate amount of synergies set forth on Schedule 1.1C, (v) any Non-Specified Restructuring Charges and Adjustments of the US Borrower and its Subsidiaries for such period, provided that the aggregate amount of Non-Specified Restructuring Charges and Adjustments in any period, together with the aggregate amount of Non-Regulation S-X Adjustments attributable to such period, shall not exceed 5.0% of Consolidated EBITDA of the US Borrower and its Subsidiaries (for such purposes, as determined as provided in this definition without regard to this clause (v) but otherwise on a Pro Forma Basis to the extent provided herein) for such period and (vi) any one-time write-up of inventory made in accordance with FASB 141 in connection with the Acquisition during such period, so long as the aggregate amount added back pursuant to this clause (vi) for all periods does not exceed $2,700,000.

“ Consolidated Interest Expense ”:  of any Person for any period, the sum of (x) total interest expense (including that attributable to Capital Lease Obligations) of such Person

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and its Subsidiaries for such period with respect to all outstanding Indebtedness of such Person and its Subsidiaries (including, without limitation, all commissions, discounts and other fees and charges owed by such Person with respect to letters of credit and bankers’ acceptance financing and net costs of such Person under Hedge Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP) minus (y) interest income of such Person and its Subsidiaries for such period. Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated Interest Expense for any period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be an amount equal to actual Consolidated Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Closing Date through the date of determination.

“ Consolidated Leverage Ratio ”:  on any date of determination, the ratio of (x) Consolidated Total Debt on such date to (y) Consolidated EBITDA of the US Borrower and its Subsidiaries for the Test Period most recently ended on or prior to such date; provided that (i) for purposes of any calculation of the Consolidated Leverage Ratio pursuant to this Agreement, Consolidated EBITDA of the US Borrower and its Subsidiaries shall be determined on a Pro Forma Basis in accordance with clause (iii) of the definition of “ Pro Forma Basis” contained herein and (ii) for purposes of any calculation of the Consolidated Leverage Ratio pursuant to Sections 7.2(f) and 7.2(g) and the definition of “Permitted Acquisition Basket Amount” only, Consolidated Total Debt shall be determined on a Pro Forma Basis in accordance with the requirements of the definition of “ Pro Forma Basis” contained herein.

“ Consolidated Net Income ”:  of any Person for any period, the consolidated net income (or loss) of such Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided , that in calculating Consolidated Net Income of the US Borrower and its consolidated Subsidiaries for any period, there shall be excluded (a), except for determinations required to be made on Pro Forma Basis, the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the US Borrower or is merged into or consolidated with the US Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the US Borrower) in which the US Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the US Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the US Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.

“ Consolidated Net Worth ”: as at any date of determination, the stockholders’ equity of the US Borrower determined in accordance with GAAP and as would be reflected on a consolidated balance sheet of the US Borrower and its Subsidiaries prepared as of such date.

“ Consolidated Senior Secured Debt ”:  at any date, Consolidated Total Debt at such date secured by a Lien on any Property of the US Borrower or any of its Subsidiaries.

“ Consolidated Senior Secured Debt Ratio ”:  on any date of determination, the ratio of (x) Consolidated Senior Secured Debt on such date to (y) Consolidated EBITDA of the

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US Borrower and its Subsidiaries for the Test Period most recently ended on or prior to such date; provided that (i) for purposes of any calculation of the Consolidated Senior Secured Debt Ratio pursuant to this Agreement, Consolidated EBITDA of the US Borrower and its Subsidiaries shall be determined on a Pro Forma Basis in accordance with clause (iii) of the definition of “ Pro Forma Basis” contained herein and (ii) for purposes of any calculation of the Consolidated Senior Secured Debt Ratio pursuant to Sections 7.2(f), 7.8(i) and 7.9(a) only, Consolidated Senior Secured Debt shall be determined on a Pro Forma Basis in accordance with the requirements of the definition of “ Pro Forma Basis” contained herein.

 “ Consolidated Total Debt ”:  at any date, the aggregate principal amount of all Indebtedness of the US Borrower and its Subsidiaries outstanding at such date, determined on a consolidated basis in accordance with GAAP (it being understood, for avoidance of doubt, that the undrawn portion of any outstanding Letters of Credit shall not be included in the determination of “Consolidated Total Debt”).

“ Consolidated Working Capital ”:  at any date, the difference of (a) Consolidated Current Assets of the US Borrower on such date less (b) Consolidated Current Liabilities of the US Borrower on such date.

“ Continuing Directors ”:  the directors of the US Borrower on the Closing Date, after giving effect to the Acquisition and the other transactions contemplated hereby, and each other director of  the US Borrower, if, in each case, such other director’s nomination for election to the board of directors of  the US Borrower is recommended by at least a majority of the then Continuing Directors.

“ Contractual Obligation ”:  with respect to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.

“ Control Investment Affiliate ”:  with respect to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ DB Canada ”: as defined in the preamble hereto.

“ Default ”:  any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Derivatives Counterparty ”:  as defined in Section 7.6.

“ Discount Note ”:  a non-interest bearing promissory note denominated in Canadian Dollars, substantially in the form of Exhibit N, issued by the Canadian Borrower to a Non-BA Lender to evidence a BA Equivalent Loan.

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“ Discount Proceeds ”:  for any Bankers’ Acceptance issued hereunder, an amount calculated on the applicable Borrowing Date by multiplying:

(a)           the face amount of the Bankers’ Acceptance, by

(b)           the quotient obtained by dividing:

(i)            one, by

(ii)           the sum of one plus the product of:

(A)                               the Discount Rate applicable to the Bankers’ Acceptance, and

(B)                                 a fraction, the numerator of which is the applicable Interest Period and the denominator of which is 365,

with the quotient being rounded up or down to the fifth decimal place and .00005 being rounded up.

“ Discount Rate ”:  (a) in respect of any Bankers’ Acceptance accepted by a Canadian Lender that is a Schedule I Lender, the CDOR Rate for the applicable period; and (b) in respect of any Bankers’ Acceptance accepted by any other Canadian Lender, the CDOR Rate for the applicable period plus .10%.

“ Disposition ”:  with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof; and the terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

“ Dollar Equivalent ”: at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in Canadian Dollars, the equivalent amount thereof in Dollars as determined by DB Canada or the Dual Currency RCF Issuing Lender, as applicable, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with Canadian Dollars.

“ Dollars ” and “ $ ”:  lawful currency of the United States of America.

“ Domestic Subsidiary ”:  any Subsidiary of the US Borrower organized under the laws of any jurisdiction within the United States of America.

“ Dormant Subsidiaries ”:  the inactive Subsidiaries of the US Borrower on the Closing Date, as set forth on Schedule 1.1D.

“ Dual Currency RCF Commitment ”:  as to any Lender, the obligation of such Lender, if any, to make Dual Currency RCF Loans and participate in Dual Currency RCF Letters of Credit, in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Dual Currency RCF Commitment” opposite such Lender’s name on Schedule 1.1A hereto, or, as the case may be, in the Alternate Currency Facilities Assignment and Acceptance

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pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the Total Dual Currency RCF Commitments is $15,000,000.

“ Dual Currency RCF Commitment Period ”:  the period from and including the Closing Date to the Dual Currency RCF Termination Date.

“ Dual Currency RCF Excess Amount ”: as defined in Section 2.12(f).

“ Dual Currency RCF Extensions of Credit ”:  as to any Dual Currency RCF Lender at any time, an amount equal to the sum of (a) the aggregate Principal Amount of all Dual Currency RCF Loans then outstanding to such Lender (including those made by way of BA Loans or BA Equivalent Loans calculated at the Dollar Equivalent of the face amount of the Bankers’ Acceptances issued in connection therewith) and (b) such Lender’s Dual Currency RCF Percentage of the Dual Currency RCF L/C Obligations then outstanding.

“ Dual Currency RCF Issuing Lender ”: any Dual Currency RCF Lender from time to time designated by the Canadian Borrower as a Dual Currency RCF Issuing Lender with the consent of such Dual Currency RCF Lender and the Canadian Agent.

“ Dual Currency RCF L/C Commitment ”:  $10,000,000.

“ Dual Currency RCF L/C Obligations ”:  at any time, an amount equal to the sum of (a) the Dollar Equivalent of the aggregate then undrawn and unexpired amount of the then outstanding Dual Currency RCF Letters of Credit and (b) the Dollar Equivalent of the aggregate amount of drawings under Dual Currency RCF Letters of Credit that have not then been reimbursed pursuant to Section 3.5.

“ Dual Currency RCF L/C Participants ”:   with respect to any Dual Currency RCF Letter of Credit, the collective reference to all the Dual Currency RCF Lenders (other than the Dual Currency RCF Issuing Lender that issued such Dual Currency RCF Letter of Credit).

“ Dual Currency RCF Lender ”:  each Lender that has a Dual Currency RCF Commitment or holds Dual Currency RCF Extensions of Credit, it being understood that, with respect to each Lender that is initially a party to this Agreement, (i) each such initial Lender shall be a Canadian Bank with a US Branch or if not a Canadian Bank, an Authorized Foreign Bank, (ii) with respect to the Commitments to be made available to the Canadian Borrower under the Dual Currency Revolving Credit Facility, the extensions of credit to the Canadian Borrower thereunder, all Dual Currency RCF Letters of Credit, all Dual Currency RCF L/C Obligations and all interest, fees, indemnities, costs, expenses and other Obligations owing by the Canadian Borrower in connection with the Dual Currency Revolving Credit Facility, and for all other related purposes hereunder (as the context may require), the term “Dual Currency RCF Lender” shall refer to such initial Dual Currency RCF Lender’s Canadian Branch (if such Dual Currency RCF Lender is an Authorized Foreign Bank) or such Dual Currency RCF Lender’s US Branch (if such Dual Currency RCF Lender is a Canadian Bank) and (iii) with respect to the Commitments to be made available to the US  Borrower under the Dual Currency Revolving Credit Facility, the extensions of credit to the US Borrower thereunder and all interest, fees, indemnities, costs, expenses and other Obligations owing by the US Borrower in connection with

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the Dual Currency Revolving Credit Facility, and for all other related purposes hereunder (as the context may require), the term “Dual Currency RCF Lender” shall, if such initial Dual Currency RCF Lender is a Canadian Bank, refer to such Dual Currency RCF Lender’s US Branch.

“ Dual Currency RCF Letters of Credit ”:  as defined in Section 3.1(c).

“ Dual Currency RCF Loans ”:  as defined in Section 2.4(b).

“ Dual Currency RCF Payment Amount ”: as defined in Section 3.5(b).

“ Dual Currency RCF Percentage ”:  as to any Dual Currency RCF Lender at any time, the percentage which such Lender’s Dual Currency RCF Commitment then constitutes of the Total Dual Currency RCF Commitments (or, at any time after the Dual Currency RCF Commitments shall have expired or terminated, the percentage which the aggregate amount of such Lender’s Dual Currency RCF Extensions of Credit then outstanding constitutes of the  amount of the Total Dual Currency RCF Extensions of Credit then outstanding).

“ Dual Currency RCF Reimbursement Obligation ”:  the obligation of the Canadian Borrower to reimburse each Dual Currency RCF Issuing Lender pursuant to Section 3.5 for amounts drawn under Dual Currency RCF Letters of Credit issued by such Dual Currency RCF Issuing Lender.

“ Dual Currency RCF Termination Date ”:  October 12, 2013, or if earlier, the date on which the Dual Currency RCF Commitments are terminated in full pursuant to Sections 2.10 or 8 hereof.

 “ Dual Currency Revolving Credit Facility ”:  as defined in the definition of “Facility” in this Section 1.1.

“ ECF Percentage ”:  with respect to any Excess Cash Flow Period of the US Borrower, 50%; provided , that, so long as no Default or Event of Default is then in existence, with respect to any Excess Cash Flow Period of the US Borrower ending on or after December 31, 2008, (i) the ECF Percentage shall instead be 25% if the Consolidated Leverage Ratio as of the last day of such Excess Cash Flow Period is less than 2.75 to 1.0 but greater than or equal to 2.25 to 1.0 and (ii) the ECF Percentage shall instead be 0% if the Consolidated Leverage Ratio as of the last day of such Excess Cash Flow Period is less than 2.25 to 1.0.

“ Environmental Laws ”:  any and all laws, rules, orders, regulations, statutes, ordinances, guidelines, codes, decrees, or other legally enforceable requirements (including, without limitation, common law) of any international authority, foreign government, the United States, or any state, provincial, local, municipal or other governmental authority, regulating, relating to or imposing liability or standards of conduct concerning  protection of the environment or of human health, or employee health and safety, as has been, is now, or may at any time hereafter be, in effect.

“ Environmental Permits ”:  any and all permits, licenses, approvals,  registrations, notifications, exemptions and other authorizations required under any Environmental Law.

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“ ERISA ”:  the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ Eurocurrency Reserve Requirements ”:  for any day,  the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

“ Eurodollar Base Rate ”:  for any day during each Interest Period, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Reuters Page LIBOR 01 as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on Reuters Page LIBOR01 (or otherwise on the Reuters screen), the “ Eurodollar Base Rate ” for purposes of this definition shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or the US Dual Currency RCF Agent, as applicable.

“ Eurodollar Loans ”:  Loans for which the applicable rate of interest is based upon the Eurodollar Rate.

“ Eurodollar Rate ”:  with respect to each day during each Interest Period, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

“ Eurodollar Tranche ”:  the collective reference to Eurodollar Loans the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Eurodollar Loans shall originally have been made on the same day).

“ Event of Default ”:  any of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Excess Cash Flow ”:  for any period, the excess, if any, of (a) the sum, without duplication, of (i) Consolidated Net Income of the US Borrower and its Subsidiaries for such period, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income, (iii) the amount of the decrease, if any, in Consolidated Working Capital for such period, (iv) the aggregate net amount of non-cash loss on the Disposition of Property by the US Borrower and its Subsidiaries during such period (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income, (v) the net increase during such period (if any) in deferred tax

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accounts of the US Borrower, and (vi) the amount of long-term incentive program expenses of the US Borrower accrued during such period  minus (b) the sum, without duplication, of (i) the amount of all non-cash credits included in arriving at such Consolidated Net Income, (ii) the aggregate amount actually paid by the US Borrower and its Subsidiaries in cash during such period on account of Capital Expenditures or Permitted Acquisitions (other than Capital Expenditures and Permitted Acquisitions, to the extent financed with equity proceeds, Capital Stock, asset sale proceeds, insurance proceeds or Indebtedness), (iii) the aggregate amount of all regularly scheduled principal payments of Funded Debt (including, without limitation, Term Loan payments pursuant to Sections 2.3(a) and (b)) of the US Borrower and its Subsidiaries made during such period (other than in respect of any revolving credit facility, to the extent there is not an equivalent permanent reduction in commitments thereunder), (iv) the amount of the increase, if any, in Consolidated Working Capital for such period, (v) the aggregate net amount of non-cash gain on the Disposition of Property by the US Borrower and its Subsidiaries during such period (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income, (vi) the net decrease during such period (if any) in deferred tax accounts of the US Borrower, (vii) the amount of cash payments made to pay long-term incentive program expenses the US Borrower accrued prior to or during such period, and (viii) the amount of Non-Specified Restructuring Charges and Adjustments of the US Borrower and its Subsidiaries paid in cash during such period, to the extent (and only to the extent) such Non-Specified Restructuring Charges and Adjustments did not reduce Consolidated Net Income in such (or any prior) period.

“ Excess Cash Flow Application Date ”:  the date that is no later than five days after the earlier of (i) the date on which the financial statements of the US Borrower referred to in Section 6.1(a) for the fiscal year of the US Borrower then last ended are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered  (commencing, in either case, with the fiscal year of the US Borrower ended December 31, 2008).

“ Excess Cash Flow Period ” shall mean, with respect to any Excess Cash Flow Application Date, the immediately preceding fiscal year of the US Borrower.

“ Excluded Closing Date Representations ”:  all representations and warranties relating to the Target and its Subsidiaries in Section 4 hereof other than the Target Closing Date Representations.

“ Existing Credit Facilities ”: that certain Amended and Restated Credit Agreement, dated as of May 30, 2007, among the Borrowers, various lenders party thereto and Bank of America, N.A., as administrative agent thereunder, as in effect on the Closing Date.

“ Existing Indebtedness ”:  as defined in Section 5.1(e)(ii).

“ Facility ”:  each of (a) the Initial US Term Loan Commitments and the Initial US Term Loans made thereunder (the “ Initial US Term Loan Facility ”), (b) any Incremental US Term Loan Facility, (c) the Canadian Term Loan Commitments and the Canadian Term Loans made thereunder (the “ Canadian Term Loan Facility ”), (d) the US Dollar RCF Commitments and the extensions of credit made thereunder (the “ US Dollar Revolving Credit Facility ”) and (e) the

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Dual Currency RCF Commitments and the extensions of credit made thereunder (the “ Dual Currency Revolving Credit Facility ”).

“ Facility Agents ”:  as defined in the preamble hereto.

“ Fair Market Value ” shall mean, with respect to any asset (including any Capital Stock of any Person), the price at which a willing buyer, not an Affiliate of the seller, and a willing seller who does not have to sell, would agree to purchase and sell such asset, as determined in good faith by the board of directors or other governing body or, pursuant to a specific delegation of authority by such board of directors or governing body, a designated senior executive officer, of the US Borrower, or the Subsidiary of the US Borrower selling such asset.

“ Federal Funds Effective Rate ”:  for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent (in the case of the US Dollar-Denominated Facilities) or the US Dual Currency RCF Agent (in the case of US Borrower Dual Currency RCF Loans), in each case from three federal funds brokers of recognized standing selected by it.

“ Flynn Group ” means (a) Donald Flynn, (b) the spouse, lineal descendants and spouses of the lineal descendents of Donald Flynn, (c) trusts created in whole or in part for the benefit of any or all of the Persons named in clauses (a) and (b) above, and estates and legal representatives of the Persons named in clauses (a) and (b) above, and (d) any corporation, limited liability company, partnership, or other entity controlled by the Persons named in clauses (a) and (b) above.

“ Foreign Subsidiary ”:  any Subsidiary of the US Borrower that is not a Domestic Subsidiary.

“ FQ1 ”, “ FQ2 “, “ FQ3 ”, and “ FQ4 ”: when used with a numerical year designation, means the first, second, third or fourth fiscal quarters, respectively, of the designated fiscal year of the US Borrower ( e.g. , FQ4 2007 means the first fiscal quarter of the US Borrower’s 2007 fiscal year, which ends December 31, 2007).

“ FSCO ”:  the Financial Services Commission of Ontario, or other similar body of another Canadian jurisdiction.

“ Funded Debt ”:  with respect to any Person, all Indebtedness of such Person of the types described in clauses (a) through (e) of the definition of “Indebtedness” in this Section.

“ GAAP ”:  generally accepted accounting principles in the United States of America as in effect from time to time.

“ General Assignment and Acceptance ”:  as defined in Section 10.6(c).

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“ General Borrowing Notice ”:  with respect to any request for borrowing of US Dollar-Denominated Facilities Loans hereunder, a notice from the US Borrower, substantially in the form of, and containing the information prescribed by, Exhibit K-1, delivered to the Administrative Agent.

“ Governmental Authority ”:  any nation or government, any state, province or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“ Guarantee and Collateral Agreement ”: the Guarantee and Collateral Agreement to be executed and delivered by the US Borrower, the Canadian Borrower and each Subsidiary Guarantor, substantially in the form of Exhibit A, as the same may be amended, restated, supplemented, replaced and/or otherwise modified from time to time.

“ Guarantee Obligation ”:  with respect to any Person (the “ guaranteeing person ”), any obligation of such guaranteeing person guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the US Borrower in good faith.

“ Hedge Agreements ”:  all interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity contracts or similar arrangements entered into by the US Borrower or its Subsidiaries providing for protection against fluctuations in interest rates, currency exchange rates, commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies.

“ Incremental Amendment ”:  as defined in Section 2.25(b).

“ Incremental Facility Closing Date ”: as defined in Section 2.25(b).

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“ Incremental US Term Loan Facility ”:  a term loan facility established pursuant to Section 2.25.

“ Incremental US Term Loans ”:  as defined in Section 2.25(a).

“ Indebtedness ”:  of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), (e) all Capital Lease Obligations, Synthetic Lease Obligations or Attributable Debt of such Person, (f) the maximum amount available to be drawn or paid under all letters of credit, bankers’ acceptances, bank guaranties, surety and appeal bonds and similar obligations issued for the account of such Person and all unpaid drawings and unreimbursed payments in respect of such letters of credit, bankers’ acceptances, bank guaranties, surety and appeal bonds and similar obligations, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock of such Person, (h) all obligations of such Person to pay a specified purchase price for goods or services, whether or not delivered or accepted, i.e. , take-or-pay and similar obligations, (i) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (h) above; (j) all obligations of the kind referred to in clauses (a) through (i) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation ( provided that, if the Person has not assumed or otherwise become liable in respect of such indebtedness, such indebtedness shall be deemed to be in an amount equal to the Fair Market Value of the Property to which such Lien relates), and (k) for the purposes of Section 8(e) only, all obligations of such Person in respect of Hedge Agreements. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is directly liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“ Indemnified Liabilities ”:  as defined in Section 10.5.

“ Indemnitee ”:  as defined in Section 10.5.

“ Initial US Term Loan ”:  as defined in Section 2.1(a).

“ Initial US Term Loan Commitment ”:  as to any Lender, the obligation of such Lender, if any, to make an Initial US Term Loan to the US Borrower hereunder in a principal amount not to exceed the amount set forth under the heading “Initial US Term Loan Commitment” opposite such Lender’s name on Schedule 1.1A hereto, or, as the case may be, in the General Assignment and Acceptance pursuant to which such Lender became a party hereto,

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as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the Initial US Term Loan Commitments is $610,000,000.

“ Initial US Term Loan Facility ”:  as defined in the definition of “Facility” in this Section 1.1.

“ Initial US Term Loan Lender ”:  each Lender that has an Initial US Term Loan Commitment or is the holder of an Initial US Term Loan.

“ Initial US Term Loan Percentage ”:  as to any Initial US Term Loan Lender at any time, the percentage which such Lender’s Initial US Term Loan Commitment then constitutes of the aggregate Initial US Term Loan Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender’s Initial US Term Loans then outstanding constitutes of the aggregate principal amount of the Initial US Term Loans then outstanding).

“ Initial US Term Notes ”:  as defined in Section 2.8(g).

“ Insolvency ”:  with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“ Insolvent ”:  pertaining to a condition of Insolvency.

“ Intellectual Property ”:  the collective reference to all rights, priorities and privileges relating to intellectual property (whether or not written), whether arising under United States, state, multinational or foreign laws or otherwise, including, without limitation, copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, service- marks, trade names, franchises, domain names, technology, inventions, know-how and processes, recipes, formulas, trade secrets, trade secret licenses, proprietary information (including, but not limited to, rights in computer programs and databases), and permits, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“ Interest Payment Date ”:  (a) as to any Base Rate Loan, the last day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period, (d) as to any Canadian Prime Rate Loan, the last day of each March, June, September and December to occur while such Loan is outstanding, and the final maturity date of such Loan and (e) as to any Loan (other than any US Dollar RCF Loan or US Borrower Dual Currency RCF Loan that is a Base Rate Loan (unless all US Dollar RCF Loans or Dual Currency RCF Loans, as the case may be, are being repaid in full and the US Dollar RCF Commitments or Dual Currency RCF Commitments, as the case may be, are terminated) and any Swing Line Loan), the date of any repayment or prepayment made in respect thereof.

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“ Interest Period ”:  as to any Eurodollar Loan, BA Loan or BA Equivalent Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan, BA Loan or BA Equivalent Loan and ending (x) in the case of Eurodollar Loans, one, two, three or six or (if available to all Lenders under the relevant Facility, as determined by such Lenders in their sole discretion) nine or twelve months thereafter, as selected by the relevant Borrower in its Borrowing Notice or notice of conversion, as applicable, given with respect thereto and (y) in the case of BA Loans or BA Equivalent Loans, one-week (in the case of Canadian Term Loans to be incurred or maintained as BA Loans and/or BA Equivalent Loans at any time prior to the 30th Business Day following the Closing Date) and one, two, three or six months thereafter, if available to all Canadian Lenders under the relevant Facility (as determined by such Lenders in their sole discretion), as selected by the Canadian Borrower in its Borrowing Notice or notice of conversion, as applicable, given with respect thereto; and (b) thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such Eurodollar Loan, BA Loan or BA Equivalent Loan and ending (x) in the case of Eurodollar Loans, one, two, three or six or (if available to all Lenders under the relevant Facility, as determined by such Lenders in their sole discretion) nine or twelve months thereafter, as selected by the US Borrower by irrevocable notice to the relevant Facility Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto and (y) in the case of BA Loans or BA Equivalent Loans, one-week (in the case of Canadian Term Loans to be incurred or maintained as BA Loans and/or BA Equivalent Loans at any time prior to the 30th Business Day following the Closing Date) and one, two, three or six months thereafter, if available to all Canadian Lenders under the relevant Facility (as determined by such Lenders in their sole discretion), as selected by the Canadian Borrower by irrevocable notice to the Canadian Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(a)           if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(b)           if any Interest Period selected in respect of a BA Loan or BA Equivalent Loan would otherwise end on a day that is not a Business Day, such Interest Period shall end on the immediately preceding Business Day;

(c)           any Interest Period that would otherwise extend beyond the applicable Revolving Credit Termination Date or beyond the date final payment is due on the Term Loans of a given Facility, as the case may be, shall end on the applicable Revolving Credit Termination Date or such due date, as applicable;

(d)           no Interest Period in respect of a BA Loan or BA Equivalent Loan may extend beyond the Revolving Credit Termination Date or the date final payment is due on the Canadian Term Loans, as applicable; and

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(e)           any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period.

“ Investments ”:  as defined in Section 7.8.

“ Issuing Lender ”: any US Dollar RCF Issuing Lender and/or any Dual Currency RCF Issuing Lender, as the context may require.

“ Judgment Conversion Date ”:  as defined in Section 10.20.

“ Judgment Currency ”:  as defined in Section 10.20.

“ L/C Fee Payment Date ”:  the last day of each March, June, September and December and the last day of the US Dollar RCF Commitment Period or the Dual Currency RCF Commitment Period, as the context may require.

“ L/C Obligations ”:  at any time, the US Dollar RCF L/C Obligations and the Dual Currency RCF L/C Obligations at such time.

“ Lenders ”:  as defined in the preamble hereto and specifically including each  Issuing Lender.

“ Letters of Credit ”:  collectively, the US Dollar RCF Letters of Credit and the Dual Currency RCF Letters of Credit.

“ Lien ”:  any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“ Loan ”:  any loan made by any Lender pursuant to this Agreement.

“ Loan Documents ”:  this Agreement, the Security Documents, the Canadian Intercompany Loan Documents, the Applications and the Notes.

“ Loan Parties ”:   each Borrower and each Subsidiary of the US Borrower that is a party to a Loan Document.

“ Majority Dual Currency RCF Lenders ”:  the Majority Facility Lenders in respect of the Dual Currency Revolving Credit Facility.

“ Majority Facility Lenders ”:  with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans, the Total US Dollar RCF Extensions of Credit or the Total Dual Currency RCF Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the US Dollar Revolving Credit Facility or the

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Dual Currency Revolving Credit Facility, prior to any termination of the US Dollar RCF Commitments or the Dual Currency RCF Commitments, as the case may be, the holders of more than 50% of the Total US Dollar RCF Commitments or the Total Dual Currency RCF Commitments, as the case may be).

“ Majority US Dollar RCF Lenders ”:  the Majority Facility Lenders in respect of the US Dollar Revolving Credit Facility.

“ Material Adverse Effect ”:  a material adverse effect on (a) the business, assets, property, condition (financial or otherwise) or prospects of the US Borrower and its Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Agents or the Lenders hereunder or thereunder.

“ Material Environmental Amount ”:  an amount or amounts payable by the US Borrower and/or any of its Subsidiaries, in the aggregate in excess of $5,000,000, for: costs to comply with any Environmental Law; costs of any investigation, and any remediation, of any Material of Environmental Concern; and compensatory damages (including, without limitation damages to natural resources), punitive damages, fines, and penalties pursuant to any Environmental Law.

 “ Material Indebtedness ”: any Indebtedness in an aggregate principal amount equal to or greater than $50,000,000.

“ Materials of Environmental Concern ”:  any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity, and any other substances or forces of any kind, whether or not any such substance or force is defined as hazardous or toxic under any Environmental Law, that is regulated pursuant to or could give rise to liability under any Environmental Law.

“ Mortgaged Properties ”: collectively, (i) the real properties and leasehold estates listed on Schedule 1.1B, as to which the Administrative Agent for the benefit of the Secured Parties shall be granted a Lien pursuant to the Mortgages and (ii) such other after-acquired real properties and leasehold estates as to which the Administrative Agent for the benefit of the Secured Parties shall be granted a Lien pursuant to the Mortgages as contemplated by Section 6.10(b).

“ Merger Sub ”:  as defined in the definition of “Acquisition Agreement” in this Section 1.1.

“ Mortgages ”:  each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent, as the same may be amended, supplemented, replaced or otherwise modified from time to time.

“ Multiemployer Plan ”:  a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

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“ Nashville Headquarters Sale-Leaseback Transaction ”: as defined in Section 7.11.

“ Net Cash Proceeds ”:  (a)  in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of reasonable and customary attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other reasonable and customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), and (b) in connection with any issuance or sale of equity securities or debt securities or instruments or the incurrence of loans or other Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.

“ Non-BA Lender ”:  a Canadian Lender that cannot or does not as a matter of policy accept Bankers’ Acceptances.

“ Non-Excluded Taxes ”:  as defined in Section 2.20(a).

“ Non-Guarantor Investment Basket Amount ”: at any time, the remainder of (x) $25,000,000 less (y) the sum of (i) the aggregate amount of Investments made in reliance on the proviso appearing in Section 7.8(c) and outstanding at such time plus (ii) the aggregate amount of Investments made in reliance on clause (ii) of Section 7.8(g) and outstanding at such time plus (iii) the aggregate amount of Investments theretofore made in reliance on clause (I) of Section 7.8(i)(viii).

“ Non-Regulation S-X Adjustment ” shall have the meaning provided in the definition of “ Pro Forma Basis”.

“ Non-Specified Restructuring Charges and Adjustments ” shall mean (i) any non-recurring and one-time costs and expenses incurred by the US Borrower and its Subsidiaries in connection with any Permitted Acquisition (including, without limitation, charges relating to facility closures and the consolidation, relocation or elimination of operations, severance costs and other costs incurred in connection with the termination, relocation and training of employees and such other charges, costs and expenses identified to the Administrative Agent) and (ii) certain other reasonable adjustments made in connection with a Permitted Acquisition and identified to the Administrative Agent (including adjustments for cost of goods to a GAAP-based costing method for salvage vehicles and adjustments for unreported revenue of an Acquired Person or Business that can be reasonably verified).

“ Non-US Person ” is a Person that is not a citizen or resident of the United States of America, or other entity created or organized in or under the laws of the United States of

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America (or any jurisdiction thereof), or any estate or trust that is subject to federal income taxation regardless of the source of its income.

“ Non-US Plan ” shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program subject to the PBA, or maintained in any non-US jurisdiction (other than Canada), which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment and which is not subject to ERISA or the Code, and to which a Borrower or any of its Subsidiaries has, or may have, any liability.

“ Note ”:  any promissory note evidencing any Loan.

“ Obligations ”:  the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, the Reimbursement Obligations and all other obligations and liabilities of each Borrower to any Facility Agent or to any Lender or any Qualified Counterparty, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Hedge Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Arrangers, to the Agents or to any Lender that are required to be paid by either Borrower pursuant hereto) or otherwise; provided , that (i) obligations of the US Borrower or any Subsidiary under any Specified Hedge Agreement shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (ii) any release of Collateral or Subsidiary Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Specified Hedge Agreements.

“ Other Taxes ”:  any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“ Participant ”:  as defined in Section 10.6(b).

“ PBA ”: the Pension Benefits Act (Ontario) and all regulations thereunder, as amended from time to time, and any successor or similar legislation of another Canadian jurisdiction.

“ PBGC ”:  the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

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“ Permits ”:  the collective reference to (i) Environmental Permits, and (ii) any and all other franchises, licenses, leases, permits, approvals, notifications, certifications, registrations, authorizations, exemptions, qualifications, easements, and rights of way.

“ Permitted Acquired Debt ”: as defined in Section 7.2(h).

“ Permitted Acquisition Basket Amount ”: at any time, with respect to the then current fiscal year of the US Borrower during which a Permitted Acquisition is to be consummated, (i) if the Consolidated Leverage Ratio for the relevant Calculation Period then last ended (calculated on a Pro Forma Basis as if such Permitted Acquisition (as well as all other Specified Transactions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period) is less than 3.00 to 1.00, $125,000,000 for such fiscal year, and (ii) if the Consolidated Leverage Ratio for the relevant Calculation Period then last ended (calculated on a Pro Forma Basis as if such Permitted Acquisition (as well as all other Specified Transactions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period) is greater than or equal to 3.00 to 1.00, $75,000,000.

“ Permitted Acquisitions ”:  as defined in Section 7.8(i).

“ Permitted Encumbrance ”:  with respect to any Mortgaged Property, such exceptions to title as are set forth in the mortgage policy delivered with respect thereto, all of which exceptions must be acceptable to the Administrative Agent in its reasonable discretion.

“ Permitted Liens ”:  the collective reference to (i) in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3 and (ii) in the case of Collateral consisting of Pledged Stock, non-consensual Liens permitted by Section 7.3 to the extent arising by operation of law.

“ Permitted Sale-Leaseback Transaction ” shall mean any Sale Lease-Back Transaction by the US Borrower or any of its Subsidiaries, provided that (i) the proceeds of the respective Sale Lease-Back Transaction shall be entirely cash and in an amount at least equal to 95% of the aggregate amount expended by the US Borrower or such Subsidiary in acquiring such asset (or, if not then acquired, 95% of the Fair Market Value of the Property subject to such Sale-Leaseback Transaction) and (ii) the respective transaction is otherwise effected in accordance with the applicable requirements of Section 7.11.

“ Permitted Seller Debt ” shall mean Indebtedness of the US Borrower or any of its Subsidiaries incurred in connection with a Permitted Acquisition and issued to the seller of the Property acquired pursuant to such Permitted Acquisition, which Permitted Seller Debt and all terms and conditions thereof (including, without limitation, mandatory repayment provisions, defaults, remedies and subordination provisions but excluding the maturity date thereof and the interest rate applicable thereto), and the documentation therefor, shall be reasonably satisfactory to the Administrative Agent, provided that in any event, unless the Required Lenders otherwise expressly consent in writing prior to the incurrence thereof, (i) no such Indebtedness shall be guaranteed by any Subsidiary of the US Borrower, and (ii) no such Indebtedness shall be secured

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by any Property of the US Borrower or any of its Subsidiaries, except as permitted by Section 7.3(p).

“ Person ”:  an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“ Plan ”:  at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the US Borrower, any of its Subsidiaries or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Pledged Stock ”: as defined in the Guarantee and Collateral Agreement.

“ PPSA ”:  the Personal Property Security Act as in effect from time to time in any applicable province or territory of Canada (including any regulations thereunder or related thereto), and for greater certainty shall include the “Register of Personal and Movable Real Rights” in the Province of Quebec.

“ Preferred Capital Stock ”: as applied to the Capital Stock of any Person, Capital Stock of such Person (other than common Capital Stock of such Person) of any class or classes (however designed) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Capital Stock of any other class of such Person.

“ Principal Amount ” shall mean (i) the stated principal amount of each Loan denominated in Dollars, and (ii) the Dollar Equivalent of the stated principal amount of each Loan denominated in Canadian Dollars (or, in the case of a BA Loan, the Dollar Equivalent of the face amount of the related Bankers’ Acceptance), as the context may require.

“ Pricing Grid ”:  the pricing grid attached hereto as Annex A.

 “ Pro Forma Balance Sheet ”:  as defined in Section 4.1(a).

“ Pro Forma Basis ”: in connection with any calculation of compliance with any financial covenant or financial term, the calculation thereof after giving effect on a pro forma basis to (x) the incurrence of any Indebtedness (other than revolving Indebtedness, except to the extent same is incurred to refinance other outstanding Indebtedness or to finance a Permitted Acquisition) after the first day of the relevant Test Period or Calculation Period, as the case may be, as if such Indebtedness had been incurred (and the proceeds thereof applied) on the first day of such Test Period or Calculation Period, as the case may be, (y) the permanent repayment of any Indebtedness (other than revolving Indebtedness, except to the extent accompanied by a corresponding permanent commitment reduction) after the first day of the relevant Test Period or Calculation Period, as the case may be, as if such Indebtedness had been retired or repaid on the first day of such Test Period or Calculation Period, as the case may be, and (z) any Permitted Acquisition or any Significant Asset Sale then being consummated as well as any other Permitted Acquisition or any other Significant Asset Sale if consummated after the first day of the relevant Test Period or Calculation Period, as the case may be, and on or prior to the date of

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the respective Permitted Acquisition or Significant Asset Sale, as the case may be, then being effected, with the following rules to apply in connection therewith:

(i)            all Indebtedness (x) (other than revolving Indebtedness, except to the extent same is incurred to refinance other outstanding Indebtedness or to finance Permitted Acquisitions) incurred or issued after the first day of the relevant Test Period or Calculation Period (whether incurred to finance a Permitted Acquisition, to refinance Indebtedness or otherwise) shall be deemed to have been incurred or issued (and the proceeds thereof applied) on the first day of such Test Period or Calculation Period, as the case may be, and remain outstanding through the date of determination and (y) (other than revolving Indebtedness, except to the extent accompanied by a corresponding permanent commitment reduction) permanently retired or redeemed after the first day of the relevant Test Period or Calculation Period, as the case may be, shall be deemed to have been retired or redeemed on the first day of such Test Period or Calculation Period, as the case may be, and remain retired through the date of determination;

(ii)           all Indebtedness assumed to be outstanding pursuant to preceding clause (i) shall be deemed to have borne interest at (x) the rate applicable thereto, in the case of fixed rate indebtedness, or (y) the rates which would have been applicable thereto during the respective period when same was deemed outstanding, in the case of floating rate Indebtedness (although interest expense with respect to any Indebtedness for periods while same was actually outstanding during the respective period shall be calculated using the actual rates applicable thereto while same was actually outstanding); provided that all Indebtedness (whether actually outstanding or deemed outstanding) bearing interest at a floating rate of interest shall be tested on the basis of the rates applicable at the time the determination is made pursuant to said provisions; and

(iii)          in making any determination of Consolidated EBITDA on a Pro Forma Basis, pro forma effect shall be given to any Permitted Acquisition or any Significant Asset Sale if effected during the respective Test Period or Calculation Period (or thereafter, for purposes of determinations pursuant to Sections 7.2(f), 7.2(g), 7.8(i) and 7.9(a) and the definition of “Permitted Acquisition Basket Amount” only) as if same had occurred on the first day of the respective Test Period or Calculation Period, as the case may be, taking into account, in the case of any Permitted Acquisition, factually supportable and identifiable cost savings and expenses which would otherwise be accounted for as an adjustment pursuant to Article 11 of Regulation S-X under the Securities Act and such other cost savings and expenses as may be acceptable to the Administrative Agent in its sole discretion (any such other cost savings and expenses,  “ Non-Regulation S-X Adjustments ”), as if such cost savings or expenses were realized on the first day of the respective period.

“ Projections ”:  as defined in Section 6.2(c).

“ Property ”:  any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

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“ Qualified Counterparty ”:  with respect to any Specified Hedge Agreement, any counterparty thereto that, at the time such Specified Hedge Agreement was entered into, was a Lender or an affiliate of a Lender, together with its successors and assigns.

“ Real Estate ”:  All real property held or used by the US Borrower or its Subsidiaries, which the US Borrower or the relevant Subsidiary owns in fee or in which it holds a leasehold interest as a tenant, all of which is more particularly identified in Schedule 4.25.

“ Recovery Event ”:  any settlement of or payment in respect of any property or casualty insurance claim (other than business interruption) or any condemnation proceeding relating to any asset of the US Borrower or any of its Subsidiaries.

“ Refinanced Term Loans ”: as defined in Section 10.1.

“ Refinancing ”: the refinancing transactions described in Section 5.1(e).

“ Refunded Swing Line Loans ”:  as defined in Section 2.7(b).

“ Refunding Date ”:  as defined in Section 2.7(c).

“ Regulation H ”:  Regulation H of the Board as in effect from time to time.

“ Regulation U ”:  Regulation U of the Board as in effect from time to time.

“ Reimbursement Obligations ”: the US Dollar RCF Reimbursement Obligations and/or the Dual Currency RCF Reimbursement Obligations, as the context may require.

“ Reinvestment Deferred Amount ”:  with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by the US Borrower or any of its Subsidiaries in connection therewith that are not applied to prepay the Term Loans or to reduce the Revolving Credit Commitments pursuant to Section 2.12(b) as a result of the delivery of a Reinvestment Notice.

“ Reinvestment Event ”:  any Asset Sale or Recovery Event in respect of which the US Borrower has delivered a Reinvestment Notice.

“ Reinvestment Notice ”:  a written notice executed by a Responsible Officer stating that no Default or Event of Default has occurred and is continuing and that the US Borrower (directly or indirectly through a Wholly Owned Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire assets useful in its or such Subsidiary’s business.

“ Reinvestment Prepayment Amount ”:  with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire assets useful in the US Borrower’s business.

“ Reinvestment Prepayment Date ”:  with respect to any Reinvestment Event, the earlier of (a) the date occurring one year after such Reinvestment Event and (b) the date on

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which the US Borrower shall have determined not to, or shall have otherwise ceased to, acquire assets useful in the US Borrower’s business with all or any portion of the relevant Reinvestment Deferred Amount.

“ Related Fund ”:  with respect to any Lender, any fund that (x) invests in commercial loans and (y) is managed or advised by the same investment advisor as such Lender, by such Lender or an Affiliate of such Lender.

“ Related Person ”:  as to each of the Arrangers, the Agents and the Lenders, each of its officers, directors, stockholders, members, partners, employees, agents, attorneys and other advisors, controlling persons and Affiliates of any thereof.

“ Reorganization ”:  with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“ Replacement Term Loans ”: as defined in Section 10.1.

“ Reportable Event ”:  any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31 or .32 of PBGC Reg. § 4043.

“ Required Lenders ”:  at any time, the holders of more than 50% of (a) until the Closing Date, the Commitments and (b) thereafter, the sum of (i) the aggregate unpaid Principal Amount of the Term Loans then outstanding, and (ii) the Total Revolving Credit Commitments then in effect or, if the Revolving Credit Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding.

“ Requirement of Law ”:  as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“ Responsible Officer ”:  as to any Person, the chief executive officer, the president or the chief financial officer of the US Borrower or the Canadian Borrower, as applicable, or any other officer having substantially the same authority and responsibility; or, with respect to compliance with financial covenants, the chief financial officer or the treasurer or chief accounting officer of the US Borrower or the Canadian Borrower, as applicable. Unless otherwise qualified, all references to a “Responsible Officer” shall refer to a Responsible Officer of the US Borrower.

“ Restricted Payments ”:  as defined in Section 7.6.

“ Retained Excess Cash Flow ” shall mean, with respect to any Excess Cash Flow Period ended after the Closing Date, the amount of Excess Cash Flow for such Excess Cash Flow Period that the US Borrower was not required to apply to the repayment of Term Loans and/or the reduction of Revolving Credit Commitments pursuant to Section 2.12(c).

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“ Retained Excess Cash Flow Amount ” shall initially be $0, which amount shall be (A) increased (i) on each Excess Cash Flow Application Date so long as any repayment required pursuant to Section 2.12(c) has been made, by an amount equal to the Excess Cash Flow for the related Excess Cash Flow Period multiplied by a percentage equal to 100% minus the ECF Percentage as in effect for the respective Excess Cash Flow Application Date, and (B) reduced (i) on each Excess Cash Flow Application Date where Excess Cash Flow for the immediately preceding Excess Cash Flow Period is a negative number, by such amount, (ii) at the time any Capital Expenditure is made pursuant to Section 7.7(e), by the amount thereof, and (iii) at the time all or any portion of a Permitted Acquisition is consummated in reliance on the “Retained Excess Cash Flow Amount” pursuant to clause (ii)(y) or (viii)(II) of Section 7.8(i), by the amount of Aggregate Consideration relating to such Permitted Acquisition justified under said clause (it being understood that the Retained Excess Cash Flow Amount may be reduced to an amount below zero after giving effect to the reductions enumerated in clause (B) above).

“ Reuters Screen CDOR Page ”: the display designated as page CDOR on the Reuters Monitor Money rates Service or other page as may, from time to time, replace that page on that service for the purpose of displaying quotations for Bankers’ Acceptances accepted by leading Canadian banks.

“ Revaluation Date ” means (a) with respect to any Canadian Borrower Dual Currency RCF Loan, each of the following:  (i) each date of a borrowing of a Canadian Borrower Dual Currency RCF Loan, (ii) each date of a continuation of a BA Loan  or BA Equivalent Loan pursuant to Section 2.13(d), (iii) the last Business Day of each calendar month, and (iv) such additional dates as DB Canada shall determine or the Required Lenders shall require; (b) with respect to any Dual Currency RCF Letter of Credit, each of the following:  (i) each date of issuance of a Dual Currency RCF Letter of Credit, (ii) each date of an amendment of any such Dual Currency RCF Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the Dual Currency RCF Issuing Lender under any Dual Currency RCF Letter of Credit, (iv) the last Business Day of each calendar month, and (v) such additional dates as DB Canada or the Dual Currency RCF Issuing Lender shall determine or the Required Lenders shall require; and (c) with respect to any Canadian Term Loan, the date of any optional or mandatory prepayment thereof pursuant to Section 2.11 or 2.12, as the case may be.

“ Revolving Credit Commitments ”: with respect to any Lender at any time, the US Dollar RCF Commitments and the Dual Currency RCF Commitments of such Lender at such time.

“ Revolving Credit Facility ”: the US Dollar Revolving Credit Facility and/or the Dual Currency Revolving Credit Facility, as the context may require.

“ Revolving Credit Lender ”:  each Dual Currency RCF Lender and/or US Dollar RCF Lender, as the context may require.

“ Revolving Credit Loans ”: with respect to any Lender at any time, the US Dollar RCF Loans and the Dual Currency RCF Loans of such Lender outstanding at such time.

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“ Revolving Credit Termination Date ”: the US Dollar RCF Termination Date and/or the Dual Currency RCF Termination Date, as the context may require.

“ Revolving Extensions of Credit ”:  as to any Lender at any time, the US Dollar RCF Extensions of Credit and the Dual Currency RCF Extensions of Credit of such Lender at such time.

“ Sale-Leaseback Transaction ”:  any arrangement with any Person providing for the leasing by the US Borrower or any of its Subsidiaries of any real or personal property, which property has been or is to be sold or transferred by the US Borrower or such Subsidiary to such Person in contemplation of such leasing or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the US Borrower or such Subsidiary.

“ Schedule I Lender ”:  any Lender named on Schedule I to the Bank Act (Canada).

“ Scheduled Dispositions ”:  the Disposition of the Property described on Schedule 7.5(f).

“ SEC ”:  the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

“ Secured Parties ”:  as defined in the Guarantee and Collateral Agreement.

“ Security Documents ”:  the collective reference to each Guarantee and Collateral Agreement, the Mortgages, any intellectual property security agreements or control agreements required to be delivered pursuant to the Guarantee and Collateral Agreement or any other Loan Document and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any Property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

“ Significant Asset Sale ” shall mean each Asset Sale which yields gross proceeds to the US Borrower or any of its Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at Fair Market Value in the case of other non-cash proceeds) of at least $2,000,000.

“ Single Employer Plan ”:  any Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

“ Solvent ”:  with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, (d) such Person will be able to pay its debts as they mature and (e) such Person is not

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insolvent within the meaning of any applicable Requirements of Law. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ Specified Change of Control ”:  a “change of control”, or like event, as defined in any indenture or other agreement governing Material Indebtedness.

“ Specified Hedge Agreement ”:  any Hedge Agreement entered into by either Borrower or any Subsidiary Guarantor and any Qualified Counterparty providing for protections against fluctuations of interest rates.

“ Specified Transaction ” means, with respect to any period, any Permitted Acquisition, Significant Asset Sale, incurrence or repayment of Indebtedness, Incremental US Term Loan, US Dollar RCF Commitment Increase or other event expressly required to be calculated on a “ Pro Forma Basis” pursuant to the terms of this Agreement.

“ Spot Rate ” means, for any currency, the rate determined by the Administrative Agent, DB Canada or the Dual Currency RCF Issuing Lender, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 10:00 a.m. on the applicable Revaluation Date made; provided that the Administrative Agent, DB Canada or the Dual Currency RCF Issuing Lender may obtain such spot rate from another financial institution designated by the Administrative Agent, DB Canada or the Dual Currency RCF Issuing Lender if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

“ Subordinated Indebtedness ”: any subordinated Indebtedness permitted to be incurred pursuant to Section 7.2 (other than subordinated Indebtedness evidenced by the Subordinated Intercompany Note).

“ Subordinated Intercompany Note ”: the Subordinated Intercompany Note, substantially in the form of Exhibit M.

“ Subsidiary ”:  as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a

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“Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the US Borrower.

“ Subsidiary Guarantor ”:  each Domestic Subsidiary of the US Borrower that is a Wholly-Owned Subsidiary of the US Borrower (other than (x) the Canadian Borrower and (y) each of Alert Bumper Inc. and Keystone Warehouse Distributors, Inc., Dormant Subsidiaries of the US Borrower).

“ Swing Line Commitment ”:  the obligation of the Swing Line Lender to make Swing Line Loans pursuant to Section 2.6 in an aggregate principal amount at any one time outstanding not to exceed $25,000,000.

“ Swing Line Lender ”:  Lehman Commercial Paper Inc., in its capacity as the lender of Swing Line Loans.

“ Swing Line Loans ”:  as defined in Section 2.6.

“ Swing Line Note ”: as defined in Section 2.8(g).

“ Swing Line Participation Amount ”:  as defined in Section 2.7(c).

“ Syndication Agent ”:  as defined in the preamble hereto.

“ Syndication Date ”:  the date on which the Arrangers completed the syndication of the Facilities and the entities selected in such syndication process become parties to this Agreement.

“ Synthetic Lease Obligations ”:  all monetary obligations of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations which do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the Indebtedness of such Person (without regard to accounting treatment).

“ Target ”: Keystone Automotive Industries, Inc., a California corporation and, after the consummation of the Acquisition, a Wholly-Owned Subsidiary of the US Borrower.

“ Target Closing Date Representations ”:  collectively, (i) all representations and warranties made by the Target in the Acquisition Agreement as are material to the interests of the Lenders, except to the extent of any breach of such representations or warranties shall not give the US Borrower the right to terminate its obligations under the Acquisition Agreement (determined without regard to any notice requirement therein) and (ii) the representations and warranties relating to the Target and its Subsidiaries set forth in Sections 4.3, 4.4, 4.5, 4.11, 4.14, 4.19 and 4.24.

“ Term Loan  Facility ”:  the collective reference to the Initial US Term Loan Facility, the Canadian Term Loan Facility and any Incremental US Term Loan Facility.

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“ Term Loan Lenders ”:  the collective reference to the Initial US Term Loan Lenders, the Canadian Term Loan Lenders and the Lenders with respect to any Incremental US Term Loans.

“ Term Loan Maturity Date ”:  October 12, 2013.

“ Term Loans ”:  the collective reference to the Initial US Term Loans, the Canadian Term Loans and any Incremental US Term Loans.

“ Test Period ” shall mean each period of four consecutive fiscal quarters of the US Borrower then last ended, in each case taken as one accounting period.

“ Title Insurance Company ”:  as defined in Section 6.15(a)(i).

“ Total Dual Currency RCF Commitments ”  at any time, the aggregate amount of the Dual Currency RCF Commitments then in effect.

“ Total Dual Currency RCF Extensions of Credit ”:  at any time, the aggregate amount of the Dual Currency RCF Extensions of Credit of the Dual Currency RCF Lenders outstanding at such time.

“ Total Foreign Subsidiary Assets ”:  at any time, the total assets of Foreign Subsidiaries of the US Borrower, determined on a consolidated basis in accordance with GAAP, as of the most recent balance sheet of the US Borrower.

“ Total Revolving Credit Commitments ”:  at any time, the sum of the Total Dual Currency RCF Commitments and the Total US Dollar RCF Commitments then in effect.

“ Total Revolving Extensions of Credit ”:  at any time, the sum of the Total Dual Currency RCF Extensions of Credit outstanding at such time and the Total US Dollar RCF Extensions of Credit outstanding at such time.

“ Total US Dollar RCF Commitments ”:  at any time, the aggregate amount of the US Dollar RCF Commitments then in effect.

“ Total US Dollar RCF Extensions of Credit ”:  at any time, the aggregate amount of the US Dollar RCF Extensions of Credit of the US Dollar RCF Lenders outstanding at such time.

“ Transaction ”: collectively, (i) the consummation of the Acquisition and the other transactions contemplated by the Acquisition Documentation, (ii) the consummation of the Refinancing, (iii) the Common Equity Financing, (iv) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party, the incurrence of Loans on the Closing Date and the use of proceeds thereof and (v) the payment of all fees and expenses in connection with the foregoing.

“ Transaction Documents ”: collectively, (i) the Acquisition Documentation, (ii) the Common Equity Financing Documents and (iii) the Loan Documents.

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“ Transaction Restructuring Charges ” shall mean non-recurring and one-time costs  and expenses incurred by the US Borrower and its Subsidiaries in connection with facility closures, the consolidation, relocation or elimination of operations, severance costs and other costs identified to the Facility Agents by the US Borrower and incurred in connection with the Transaction.

“ Transferee ”:  as defined in Section 10.14.

“ Type ”:  as to any Loan, its nature as a Base Rate Loan, Eurodollar Loan, Canadian Prime Rate Loan, BA Loan  or BA Equivalent Loan.

“ UCC ”:  the Uniform Commercial Code, as in effect from time to time in any jurisdiction.

“ US Borrower ”:  as defined in the preamble hereto.

“ US Borrower Dual Currency RCF Note ”:  as defined in Section 2.8(g).

“ US Borrower Dual Currency RCF Loans ”:  as defined in Section 2.4(b).

“ US Borrower Facilities ”:  (a) the Initial US Term Loan Commitments and the Initial US Term Loans made thereunder, (b) any Incremental US Term Loan Facility, (c) the US Dollar RCF Commitments and the extensions of credit made thereunder and (d) the Dual Currency RCF Commitments made available to the US Borrower and the US Borrower Dual Currency RCF Loans made thereunder.

“ US Borrower Loans ”:  the collective reference to the US Dollar-Denominated Facilities Loans and the US Borrower Dual Currency RCF Loans.

“ US Branch ”:  the US branch or office of a Dual Currency RCF Lender, which branch or office makes loans in Dollars of the type being made hereunder in the United States.

“ US Dollar-Denominated Facilities ”:  (a) the Initial US Term Loan Commitments and the Initial US Term Loans made thereunder, (b) any Incremental US Term Loan Facility and (c) the US Dollar RCF Commitments and the extensions of credit made thereunder.

“ US Dollar-Denominated Facilities Loans ”:  the collective reference to the Initial US Term Loans, Incremental US Term Loans, US Dollar RCF Loans and Swingline Loans.

“ US Dollar-Denominated Facilities Register ”:  as defined in Section 10.6(d).

“ US Dollar-Denominated Facility Lender ”:  each US Dollar RCF Lender and each Term Loan Lender (other than a Canadian Term Loan Lender).

“ US Dollar-Denominated Facility Note ”:  an Initial US Term Note, Incremental US Term Note, US Dollar RCF Note or Swing Line Note.

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“ US Dollar RCF Commitment ”:  as to any Lender, the obligation of such Lender, if any, to make US Dollar RCF Loans and participate in Swing Line Loans and US Dollar RCF Letters of Credit, in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “US Dollar RCF Commitment” opposite such Lender’s name on Schedule 1.1A hereto, or, as the case may be, in the General Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the Total US Dollar RCF Commitments is $85,000,000.

“ US Dollar RCF Commitment Increase ”:  as defined in Section 2.25(a).

“ US Dollar RCF Commitment Increase Lender ”:  as defined in Section 2.25(c).

“ US Dollar RCF Commitment Period ”:  the period from and including the Closing Date to the US Dollar RCF Termination Date.

“ US Dollar RCF Excess Amount ”: as defined in Section 2.12(e).

“ US Dollar RCF Extensions of Credit ”:  as to any US Dollar RCF Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all US Dollar RCF Loans then outstanding to such Lender, (b) such Lender’s US Dollar RCF Percentage of the US Dollar RCF L/C Obligations then outstanding and (c) such Lender’s US Dollar RCF Percentage of the aggregate principal amount of Swing Line Loans then outstanding.

“ US Dollar RCF Issuing Lender ”:  any US Dollar RCF Lender from time to time designated by the US Borrower as a US Dollar RCF Issuing Lender with the consent of such US Dollar RCF Lender and the Administrative Agent.

“ US Dollar RCF L/C Commitment ”:  $35,000,000.

“ US Dollar RCF L/C Obligations ”:  at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding US Dollar RCF Letters of Credit and (b) the aggregate amount of drawings under US Dollar RCF Letters of Credit that have not then been reimbursed pursuant to Section 3.5.

“ US Dollar RCF L/C Participants ”:   with respect to any US Dollar RCF Letter of Credit, the collective reference to all the US Dollar RCF Lenders (other than the US Dollar RCF Issuing Lender that issued such US Dollar RCF Letter of Credit).

“ US Dollar RCF Lender ”:  each Lender that has a US Dollar RCF Commitment or holds US Dollar RCF Extensions of Credit.

“ US Dollar RCF Letters of Credit ”:  as defined in Section 3.1(a).

“ US Dollar RCF Loans ”:  as defined in Section 2.4(a).

“ US Dollar RCF Note ”:  as defined in Section 2.8(g).

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“ US Dollar RCF Payment Amount ”: as defined in Section 3.5(a).

“ US Dollar RCF Percentage ”:  as to any US Dollar RCF Lender at any time, the percentage which such Lender’s US Dollar RCF Commitment then constitutes of the Total US Dollar RCF Commitments (or, at any time after the US Dollar RCF Commitments shall have expired or terminated, the percentage which the aggregate amount of such Lender’s US Dollar RCF Extensions of Credit then outstanding constitutes the  amount of the Total US Dollar RCF Extensions of Credit then outstanding).

“ US Dollar RCF Reimbursement Obligation ”:  the obligation of the US Borrower to reimburse each US Dollar RCF Issuing Lender pursuant to Section 3.5 for amounts drawn under US Dollar RCF Letters of Credit issued by such US Dollar RCF Issuing Lender.

“ US Dollar RCF Termination Date ”:  October 12, 2013, or if earlier, the date on which the US Dollar RCF Commitments are terminated in full pursuant to Sections 2.10 or 8 hereof.

“ US Dollar Revolving Credit Facility ”:  as defined in the definition of “Facility” in this Section 1.1.

“ US Dual Currency RCF Agent ”:  as defined in the preamble hereto.

“ US Dual Currency RCF Agent’s Funding Office ”:  the office specified from time to time by the US Dual Currency RCF Agent as its funding office by notice to the US Borrower and the Dual Currency RCF Lenders.

“ US Dual Currency RCF Agent’s Payment Office ”:  the office specified from time to time by the US Dual Currency RCF Agent as its payment office by notice to the US Borrower and the Dual Currency RCF Lenders.

“ US Prime Rate ”:  the prime lending rate as set forth on the British Banking Association Reuters Page 5 (or such other comparable page as may, in the opinion of the Administrative Agent (with respect to the US Dollar-Denominated Facilities) or the US Dual Currency RCF Agent (with respect to US Borrower Dual Currency RCF Loans), replace such page for the purpose of displaying such rate), as in effect from time to time. The US Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually available.

“ Weighted Average Life to Maturity ”:  when applied to any Indebtedness at any date, the number of years obtained by dividing:  (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

“ Wholly Owned Subsidiary ”:  as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

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1.2           Other Definitional Provisions . (a)  Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b)           As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to  the US Borrower and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, subject to Section 10.17.

(c)           The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d)           The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e)           All calculations of financial ratios hereunder shall be calculated to the same number of decimal places as the relevant ratios are expressed in and shall be rounded upward if the number in the decimal place immediately following the last calculated decimal place is five or greater. For example, if the relevant ratio is to be calculated to the hundredth decimal place and the calculation of the ratio is 5.126, the ratio will be rounded up to 5.13.

(f)            The expressions “payment in full,” “paid in full” and any other similar terms or phrases when used herein with respect to the Obligations shall mean the payment in full, in immediately available funds, of all of the Obligations.

(g)           The term “including”, “include” and “includes” is not limiting and shall be deemed to be followed by the phrase “without limitation”.

(h)           References to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time.

(i)            A reference to any Requirement of Law includes all Requirements of Law varying, amending, modifying, supplementing, interpreting, consolidating or replacing the same from time to time, and a reference to a statute includes all regulations, rules, policies, protocols, codes, proclamations and ordinances issued or otherwise applicable under the statute unless, in any such case, otherwise expressly provided in any such statute.

1.3           Exchange Rates; Currency Equivalents . (a) The Administrative Agent, the Canadian Agent or any Dual Currency RCF Issuing Lender, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Loans and other Obligations denominated in Canadian Dollars. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between Canadian Dollars and Dollars until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial

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covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent, the Canadian Agent or any Dual Currency RCF Issuing Lender, as applicable.

(b)           Wherever in this Agreement in connection with a borrowing, conversion, continuation or prepayment of a Loan or the issuance, amendment or extension of a Dual Currency RCF Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such borrowing, Loan or Dual Currency RCF Letter of Credit is denominated in Canadian Dollars, such amount shall be the Dollar Equivalent of such Dollar amount (rounded to the nearest Canadian Dollar, with 0.5 of a Canadian Dollar being rounded upward), as determined by the Administrative Agent, the Canadian Agent or any Dual Currency RCF Issuing Lender, as the case may be.

1.4           Dual Currency RCF Letter of Credit Amounts . Unless otherwise specified herein, the amount of a Dual Currency RCF Letter of Credit issued in Canadian Dollars at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Dual Currency RCF Letter of Credit in effect at such time; provided , however , that with respect to any Dual Currency RCF Letter of Credit that, by its terms, provides for one or more automatic increases in the stated amount thereof, the amount of such Dual Currency RCF Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Dual Currency RCF Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.5           Canadian Loan Currencies . All BA Loans, BA Equivalent Loans and Canadian Prime Rate Loans shall be made and denominated in Canadian Dollars. BA Loans, BA Equivalent Loans and Canadian Prime Rate Loans, interest on such Loans and any applicable fees shall be payable in Canadian Dollars.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1           Term Loan Commitments . (a) Subject to the terms and conditions hereof, the Initial US Term Loan Lenders severally agree to make term loans (each, an “ Initial US Term Loan ”) to the US Borrower on the Closing Date in an amount for each Initial US Term Loan Lender not to exceed the amount of the Initial US Term Loan Commitment of such Lender. Initial US Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the US Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13.

(b)           Subject to the terms and conditions hereof, the Canadian Term Loan Lenders severally agree to make term loans (each, a “ Canadian Term Loan ”) to the Canadian Borrower on the Closing Date in an amount for each Canadian Term Loan Lender not to exceed the amount of the Canadian Term Loan Commitment of such Lender. Subject to the terms hereof,  Canadian Term Loans may from time to time be BA Loans (or BA Equivalent Loans) or Canadian Prime Rate Loans, as determined by the Canadian Borrower and notified to the Canadian Agent in accordance with Sections 2.2 and 2.13.

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2.2           Procedure for Term Loan Borrowing . (a)  The US Borrower shall deliver to the Administrative Agent a General Borrowing Notice (which General Borrowing Notice must be received by the Administrative Agent prior to 2:00 P.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Initial US Term Loan Lenders make the Initial US Term Loans on the Closing Date and specifying the amount to be borrowed. Upon receipt of such General Borrowing Notice, the Administrative Agent shall promptly notify each Initial US Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, each Initial US Term Loan Lender shall make available to the Administrative Agent at the Administrative Agent’s Funding Office an amount in Dollars and immediately available funds equal to the Initial US Term Loan or Initial US Term Loans to be made by such Lender. The Administrative Agent shall make available to the US Borrower the aggregate of the amounts made available to the Administrative Agent by the Initial US Term Loan Lenders, in like funds as received by the Administrative Agent.

(b)           The Canadian Borrower shall deliver to the Canadian Agent an Alternate Currency Facilities Borrowing Notice (which Alternate Currency Facilities Borrowing Notice must be received by the Canadian Agent prior to 2:00 P.M., Toronto time, one Business Day prior to the anticipated Closing Date) requesting that the Canadian Term Loan Lenders make the Canadian Term Loans on the Closing Date and specifying the amount (in Canadian Dollars) to be borrowed and whether such Canadian Term Loans shall be incurred as BA Loans (and/or BA Equivalent Loans) or Canadian Prime Rate Loans; provided that Canadian Term Loans to be incurred as BA Loans and/or BA Equivalent Loans at any time prior to the 30th Business Day following the Closing Date shall be subject to an Interest Period of one-week. Upon receipt of such Alternate Currency Facilities Borrowing Notice, the Canadian Agent shall promptly notify each Canadian Term Loan Lender thereof. Not later than 12:00 Noon, Toronto time, on the Closing Date, each Canadian Term Loan Lender shall make available to the Canadian Agent at the Canadian Agent’s Funding Office an amount in Canadian Dollars and immediately available funds equal to the Canadian Term Loan or Canadian Term Loans to be made by such Lender. The Canadian Agent shall make available to the Canadian Borrower the aggregate of the amounts made available to the Canadian Agent by the Canadian Term Loan Lenders, in like funds as received by the Canadian Agent.

2.3           Repayment of Term Loans . (a)  On each date set forth below, the US Borrower shall be required to repay that principal amount of Initial US Term Loans, to the extent then outstanding, as is set forth opposite each such date below (as each such payment may be reduced as provided in Section 2.18(b)):

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