Exhibit 10.1

SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT; AND

FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT

This Second Amendment, Waiver and Consent to Credit Agreement; and First Amendment to Guarantee and Collateral Agreement (collectively, this “ Second Amendment ”), dated as of October 21, 2009, is by and among LKQ Corporation, a Delaware corporation (the “ US Borrower ”), LKQ Delaware LLP, a Delaware limited liability partnership having two Alberta unlimited liability companies as its partners (the “ Canadian Borrower ” and, together with the US Borrower, the “ Borrowers ”), Lehman Commercial Paper Inc. (“ LCPI ”), as Administrative Agent under the Credit Agreement referred to below (in such capacity, the “ Existing Administrative Agent ”) and as Swing Line Lender under the Credit Agreement (in such capacity, the “ Existing Swing Line Lender ”), the undersigned Lenders party to the Credit Agreement and each of the undersigned Subsidiaries of the US Borrower (the “ Subsidiary Guarantors ” and, together with the Borrowers, the “ Loan Parties ”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

W I T N E S S E T H :

WHEREAS, the Borrowers, various lenders from time to time party thereto (the “ Lenders ”), Lehman Brothers Inc. and Deutsche Bank Securities Inc. (“ DBSI ”), as Arrangers, DBSI, as Syndication Agent, Deutsche Bank AG New York Branch (“ DBNY ”), as US Dual Currency RCF Agent, Deutsche Bank AG Canada Branch, as Canadian Agent, and the Existing Administrative Agent are party to a Credit Agreement, dated as of October 12, 2007 (as amended, supplemented and/or otherwise modified to, but not including, the date hereof, the “ Credit Agreement ”);

WHEREAS, on October 5, 2008, LCPI commenced a voluntary case under chapter 11 of title 11 of the United States Code (the “ Bankruptcy Code ”) and on such date, pursuant to section 362(a) of the Bankruptcy Code, an automatic stay went into effect that prohibits actions to interfere with, or obtain possession or control of, LCPI’s property or to collect or recover from LCPI any debts or claims that arose before such date;

WHEREAS, LCPI desires to resign from its capacities as the Administrative Agent and Swing Line Lender under the Loan Documents, and DBNY desires to be appointed as the successor Administrative Agent (in such capacity, the “ Successor Administrative Agent ”) under the Loan Documents, effective as of the Second Amendment Effective Date (as defined below), pursuant to a Resignation and Assignment Agreement, dated the date hereof, in the form of Exhibit A hereto (the “ Resignation and Assignment Agreement ”), among the Borrowers, the other Loan Parties, the Existing Administrative Agent and DBNY, as the Successor Administrative Agent;

WHEREAS, the Existing Administrative Agent and the Successor Administrative Agent request that the Required Lenders consent to such resignation and appointment and waive the provisions of Section 9.9 of the Credit Agreement requiring 10 days’ notice of the Existing Administrative Agent’s resignation;

WHEREAS, the Loan Parties have requested certain amendments to the Credit Agreement and the Guarantee and Collateral Agreement and certain waivers, consents and agreements with respect to the Credit Agreement, in each case as described herein;

WHEREAS, pursuant to Section 10.1 of the Credit Agreement, the consent of the Required Lenders and each US Dollar RCF Lender (in the case of the agreements set forth in paragraph 1 of Section II hereof) are required to effect the amendments, consents, waivers and other agreements set forth herein; and

WHEREAS, subject to the terms and conditions of this Second Amendment, the parties hereto wish to amend and enter into agreements with respect to certain provisions of the Credit Agreement and the Guarantee and Collateral Agreement, and the Existing Administrative Agent and the Lenders wish to grant certain waivers and consents with respect to certain provisions of the Credit Agreement, in each case as herein provided;

NOW, THEREFORE, it is agreed:

I.  Consent and Waiver With Respect to Credit Agreement .

1. Waiver . Effective as of the Second Amendment Effective Date, the Required Lenders hereby waive the requirement in Section 9.9 of the Credit Agreement that the Lenders receive at least 10 days’ prior notice of the resignation of LCPI as the Administrative Agent.

2. Consent. Effective as of the Second Amendment Effective Date, the Required Lenders and the Borrowers, in accordance with Section 9.9 of the Credit Agreement, hereby (i) consent to the appointment of DBNY as the Successor Administrative Agent and (ii) consent to all of the terms of, and authorize the Existing Administrative Agent and the Successor Administrative Agent to enter into, the Resignation and Assignment Agreement.

II. Agreements with respect to US Dollar RCF Commitments and Related Obligations of LCPI and Availability of Swing Line Loans .

1. US Dollar RCF Commitment Termination of LCPI, Repayment of LCPI’s US Dollar RCF Loans, etc. Notwithstanding anything to the contrary contained in Section 2.9, 2.10, 2.11, 2.18 or 10.7 of the Credit Agreement (including any otherwise applicable notice or payment multiples requirements described therein), the Borrowers, LCPI, the Required Lenders and all of the US Dollar RCF Lenders hereby agree that (A) on the Second Amendment Effective Date, (i) the US Dollar RCF Commitment of LCPI shall terminate in its entirety and shall be permanently reduced to $0.00, (ii) the Total US Dollar RCF Commitments shall be reduced by the amount of the US Dollar RCF Commitment of LCPI so terminated and (iii) the US Dollar RCF Percentage of the US Dollar RCF Lenders shall be automatically adjusted to give effect to the termination of the US Dollar RCF Commitment of LCPI and the related reduction of the Total US Dollar RCF Commitments, (B) for purposes of calculating the commitment fee payable pursuant to Section 2.9(a) and any letter of credit fee accruing pursuant to Section 3.3(a) of the Credit Agreement since June 30, 2009, the US Dollar RCF Commitment of LCPI shall be deemed to have been terminated, and all US Dollar RCF Loans made by LCPI shall be deemed to have been repaid in full, on June 30, 2009, with the effect that the US Borrower shall have no obligation to pay LCPI (and LCPI shall not be entitled to) its US Dollar RCF Percentage of any such commitment fee or any letter of credit fee, in either case accruing since June 30, 2009 and (C) after giving effect to the foregoing transactions, (x) LCPI shall cease to constitute a “US Dollar RCF Lender” under the Credit Agreement; provided that LCPI, in its capacity as a US Dollar RCF Lender, shall remain entitled to its rights pursuant to indemnification provisions of the Loan Documents which by their terms would survive the repayments of the Loans and the termination of the Credit Agreement and (y) LCPI shall have no further obligation to fund any amount or extend any credit as a US Dollar RCF Lender under the Loan Documents.

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2. No Right to Request Swing Line Loans . Notwithstanding anything to the contrary contained in Section 2.6 or 2.7 of the Credit Agreement, from and after the Second Amendment Effective Date, the US Borrower shall have no right to request or incur any Swing Line Loan.

III. Amendments to Credit Agreement .

As of the Second Amendment Effective Date, and subject to the satisfaction of the conditions set forth in Section V hereof:

1. The preamble to the Credit Agreement is hereby amended by (i) inserting the text “(“ LCPI ”)” immediately following the text “LEHMAN COMMERCIAL PAPER INC.” appearing therein, (ii) inserting the text “, together with any successor in such capacity” immediately prior to the text “, the “ Administrative Agent ” appearing therein and (iii) inserting the text (“ DBNY ”) immediately following the text “DEUTSCHE BANK AG NEW YORK BRANCH” appearing therein.

2. Section 1.1 of the Credit Agreement is hereby amended by inserting the following new definitions in said Section in the appropriate alphabetical order:

“ DBNY ”: as defined in the preamble hereto.

“ LCPI ”: as defined in the preamble hereto.

“ Resignation and Assignment Agreement ”: that certain Resignation and Assignment Agreement, dated as of October       , 2009, among the Borrowers, the other Loan Parties, LCPI, as Existing Administrative Agent and Existing Swing Line Lender (as each such term is defined therein), and DBNY, as Successor Administrative Agent (as defined therein).

“ Second Amendment ” shall mean the Second Amendment, Waiver and Consent to Credit Agreement; and First Amendment to Guarantee and Collateral Agreement, dated as of October 21, 2009.

“ Second Amendment Effective Date ” shall have the meaning provided in the Second Amendment.

3. The definition of “ Administrative Agent ” appearing in Section 1.1 of the Credit Agreement is hereby amended by inserting the following text immediately prior to the period (“.”) appearing at the end of said definition:

“; provided that, from and after the Second Amendment Effective Date, “Administrative Agent” means DBNY or any of its successors”.

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4. The definition of “ US Prime Rate ” appearing in Section 1.1 of the Credit Agreement is hereby amended by deleting said definition in its entirety and inserting the following new definition in lieu thereof:

“ US Prime Rate ” shall mean the rate which DBNY announces from time to time as its prime lending rate. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer by DBNY, which may make commercial loans or other loans at rates of interest at, above or below the US Prime Rate.”.

5. The definition of “ Loan Documents ” appearing in Section 1.1 of the Credit Agreement is hereby amended by inserting the text “, the Resignation and Assignment Agreement” immediately following the text “Applications” appearing in said definition.

6. Section 2.10 of the Credit Agreement is hereby amended by (i) inserting the text “(a) Except as provided in clause (b) below,” immediately prior to the first sentence of said Section and (ii) inserting the following new clause (b) at the end of said Section:

“(b) On the Second Amendment Effective Date, (i) the US Dollar RCF Commitment of LCPI shall terminate in its entirety and shall be permanently reduced to $0.00 and (ii) the Total US Dollar RCF Commitments shall be reduced by the amount of the US Dollar Commitment of LCPI so terminated, in each case in accordance with the terms of Section II.1 of the Second Amendment.”

7. Section 9.9 of the Credit Agreement is hereby amended by inserting the text “and Section 10.5” immediately following the text “this Section 9” appearing in the final sentence of said Section.

8. Section 10.2 of the Credit Agreement is hereby amended by deleting the text appearing opposite the caption “The Administrative Agent:” in said Section in its entirety inserting the following text in lieu thereof:

“Deutsche Bank AG New York Branch

100 Plaza One, 8th Floor

New York, NY 10005

Jersey City, NJ 07311

Attention: Maxeen Jacques

Telecopy: (201) 593-2307

Telephone: (201) 593-2483”.

9. Exhibits B, E-1, E-2, G-1, G-2, G-4, G-5, G-6, G-7, I, K-1, K-2, M and N to the Credit Agreement are hereby amended by deleting each reference to “Lehman Commercial Paper Inc.” appearing therein and inserting the text “Deutsche Bank AG New York Branch” (or, in the case of any signature blocks thereto, “DEUTSCHE BANK AG NEW YORK BRANCH”) in lieu thereof.

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IV. Amendments to Guarantee and Collateral Agreement .

As of the Second Amendment Effective Date:

1. The preamble to the Guarantee and Collateral Agreement is hereby amended by inserting the text “, together with any successor in such capacity” immediately prior to the text “, the “ Administrative Agent ” appearing therein.

2. Exhibits A, C-1, C-2, D, E and F to the Guarantee and Collateral Agreement are hereby amended by deleting each reference to “Lehman Commercial Paper Inc.” appearing therein and inserting the text “Deutsche Bank AG New York Branch” (or, in the case of any signature blocks thereto, “DEUTSCHE BANK AG NEW YORK BRANCH”) in lieu thereof.

V. Conditions to Effectiveness .

This Second Amendment shall become effective as of the date (the “ Second Amendment Effective Date ”) on which each of the following conditions precedent shall have been satisfied (which may be satisfied concurrently with the Second Amendment Effective Date):

1. Certain Documents . The Existing Administrative Agent shall have received each of the following, dated as of the Second Amendment Effective Date (unless otherwise agreed to by the Existing Administrative Agent), in form and substance satisfactory to the Existing Administrative Agent:

(i) this Second Amendment, duly executed by the Loan Parties, the Existing Administrative Agent, the Existing Swing Line Lender, the Required Lenders and each US Dollar RCF Lender;

(ii) the Resignation and Assignment Agreement, duly executed by the Loan Parties, the Existing Administrative Agent, the Existing Swing Line Lender and the Successor Administrative Agent, dated as of the date hereof, which shall have become effective in accordance with its terms; and

(iii) an opinion of Victor M. Casini, General Counsel of the Loan Parties, in form and substance reasonably satisfactory to the Existing Administrative Agent and the Successor Administrative Agent, addressed to the Existing Administrative Agent, the Successor Administrative Agent and the Lenders and addressing such matters relating to this Second Amendment and the Resignation and Assignment Agreement as any Lender through the Existing Administrative Agent may reasonably request.

2. US Dollar RCF Outstandings . On the Second Amendment Effective Date (both before and after giving effect thereto), no US Dollar RCF Loans, Swingline Loans or US Dollar RCF Payment Amounts shall be outstanding.

3. Costs and Expenses . As provided in Section 10.5 of the Credit Agreement, the Borrowers shall have reimbursed the Existing Administrative Agent for all reasonable fees, costs and out-of-pocket expenses due and payable by the Borrowers pursuant to the Loan Documents, including such costs and expenses (including reasonable attorneys’ fees) for advice, assistance, or other representation in connection with the preparation, execution and delivery of this Second Amendment and the Resignation and Assignment Agreement.

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VI. Certain Covenants and Agreements.

1. The Borrowers hereby covenant and agree that after giving effect to this Second Amendment, the resignation of LCPI as the Existing Administrative Agent and as the Existing Swing Line Lender and the appointment of DBNY as the Successor Administrative Agent, the Borrower and its Subsidiaries shall comply in all respects with Section 6.13 of the Credit Agreement in accordance with the terms thereof.

VII. Miscellaneous Provisions .

1. Reaffirmation . Each Loan Party acknowledges and agrees that (i) all Obligations of the Borrowers shall continue to be fully guaranteed pursuant to the Guarantee and Collateral Agreement and (ii) all Obligations of the Loan Parties continue to be fully secured pursuant to the Security Documents.

2. Representations and Warranties . In order to induce the Lenders to enter into this Second Amendment, each Borrower hereby represents and warrants that:

(i) no Default or Event of Default exists as of the Second Amendment Effective Date, both immediately before and immediately after giving effect thereto;

(ii) all of the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on the Second Amendment Effective Date both immediately before and immediately after giving effect thereto, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date);

(iii) the execution, delivery and performance by each Loan Party of this Second Amendment have been duly authorized by all requisite corporate or other action on the part of such Loan Party and will not violate any of the certificates or articles of incorporation, certificates of formation, limited liability company agreement or by-laws (or equivalent organizational documents) of such Loan Party; and

(iv) this Second Amendment has been duly executed and delivered by each Loan Party, and each of this Second Amendment and the Credit Agreement as amended or otherwise modified hereby constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with their terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and other similar laws relating to or affecting creditors’ rights generally and by the application of general equitable principles (whether considered in proceedings at Law or in equity).

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3. No Waiver . This Second Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document.

4. Counterparts . This Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the US Borrower and the Existing Administrative Agent.

5 Limitation . Each party hereto hereby agrees that this Second Amendment (i) does not impose on the Existing Administrative Agent affirmative obligations or indemnities not already existing as of the date of its petition commencing its proceeding under chapter 11 of the Bankruptcy Code, and that could give rise to administrative expense claims, and (ii) is not inconsistent with the terms of the Credit Agreement.

6. Governing Law . THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

7. References to Loan Documents . From and after the Second Amendment Effective Date, all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement (or, in the case of the Credit Agreement, “this Agreement”) shall be deemed to be a reference to the Credit Agreement as modified hereby on the Second Amendment Effective Date pursuant to the terms of this Second Amendment.

8. Severability . The fact that any term or provision of this Second Amendment (or of the Credit Agreement, to the extent modified pursuant to this Second Amendment) is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any person.

9. Waiver of Jury Trial . EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS SECOND AMENDMENT OR ANY OTHER LOAN DOCUMENT.

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

Signature page to LKQ Second Amendment

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