0001193125-04-194834 Sample Contracts

AGREEMENT
Agreement • November 12th, 2004 • Midas Inc • Wholesale-motor vehicles & motor vehicle parts & supplies

This Agreement (the “Agreement”) by and between Midas International Corporation, a Delaware corporation (“Midas”) and Norauto S.A., an entity organized under the laws of France, (“Norauto”), is entered into on September , 2004 by and between Midas and Norauto.

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AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 12th, 2004 • Midas Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois

This Amendment No. 1 to Amended and Restated Credit Agreement (this “Amendment”) is entered into as of November 5, 2004, by and among Midas International Corporation, a Delaware corporation, and the other borrowers listed on the signature pages hereto (collectively, the “Borrowers” and individually, a “Borrower”), the Lenders and Bank One, NA, as LC Issuer, Swing Line Lender and Agent (the “Agent”).

THIRD AMENDMENT TO AGREEMENT FOR STRATEGIC ALLIANCE
To Agreement • November 12th, 2004 • Midas Inc • Wholesale-motor vehicles & motor vehicle parts & supplies

This Third Amendment (the “Amendment”) to the Agreement for Strategic Alliance by and between Midas International Corporation, a Delaware corporation (“Midas”) and Magneti Marelli Services S.p.A., an entity organized under the laws of Italy (“MMS”), dated as of October 1, 1998, as amended (the “Agreement”), is entered into on September , 2004 by and between Midas and MMS.

SECOND AMENDMENT TO AGREEMENT FOR STRATEGIC ALLIANCE
Agreement for Strategic Alliance • November 12th, 2004 • Midas Inc • Wholesale-motor vehicles & motor vehicle parts & supplies

MIDAS INTERNATIONAL CORPORATION, 1300 Arlington Heights Road, Itasca, Illinois 60143 hereby represented by Alan D. Feldman, President and Chief Executive Officer (hereinafter “Midas”)

THIRD AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • November 12th, 2004 • Midas Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware

Third Amendment, dated as of November 9, 2004 (this “Amendment”), to Rights Agreement, dated as of December 31, 1997 (the “Rights Agreement”), between Midas, Inc., a Delaware corporation (the “Company”), and EquiServe Trust Company, N.A., a national banking association (the “Rights Agent”).

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