EXHIBIT 10.6
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
February 20, 2003
LKQ Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Reference is made hereby to that certain Amended and Restated Credit
Agreement dated as of June 21, 2002 among LKQ Corporation, a Delaware
corporation ("Borrower"), the financial institutions from time to time a party
thereto ("Lenders"), Bank of America, N.A., as Administrative Agent for the
Lenders ("Administrative Agent"), LaSalle Bank National Association, as
Co-Syndication Agent for the Lenders, and Fleet National Bank, as Co-Syndication
Agent, as amended to date (the "Credit Agreement"). Unless otherwise defined
herein, capitalized terms used herein shall have the meanings provided to such
terms in the Credit Agreement.
Borrower has requested that Lenders agree to amend the Credit
Agreement in order to provide an additional Term Loan B in the amount of
$9,000,000 thereunder and to otherwise amend the Credit Agreement in certain
respects. Lenders have agreed to such amendment, on the terms, and subject to
the conditions, contained herein.
Therefore, Borrower and Lenders hereby agree as follows:
1. AMENDMENT. The Credit Agreement is hereby amended as follows:
(a) The third paragraph of the Credit Agreement is hereby amended
and restated as follows:
WHEREAS, the Lenders and the Company have agreed to amend and restate
the Original Credit Agreement in order to provide for a revolving credit
facility and term loans upon the terms and conditions set forth in this
Agreement;
(b) Section 1.1 of the Credit Agreement is hereby amended by amending
and restating the definitions of "Aggregate Commitment," "Commitment,"
"Commitment Percentage," "Interest Period" and "Note" respectively, as follows:
"Aggregate Commitment" means the combined Aggregate Revolving
Commitment, the Aggregate Term A Commitment and the Aggregate Term B
Commitment.
"Commitment" means, for each Lender, the aggregate of its Revolving
Commitment, its Term A Commitment and its Term B Commitment.
"Commitment Percentage" means, as to any Lender, the percentage
equivalent of the sum of such Lender's Revolving Commitment, Term A
Commitment and Term B Commitment, divided by the Aggregate Commitment.
"Interest Period" means, with respect to any IBOR Loan, the period
commencing on the Business Day the Loan is disbursed or continued or on the
Conversion Date on which a Loan is converted to an IBOR Loan and ending on
the date one, two or three months thereafter, as selected by the Company in
its Notice of Borrowing or Notice of Conversion/Continuation;
provided, that:
(i) if any Interest Period pertaining to an IBOR Loan would
otherwise end on a day which is not a Business Day, that Interest
Period shall be extended to the next succeeding Business Day unless,
in the case of an IBOR Loan, 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;
(ii) any Interest Period pertaining to an IBOR Loan 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;
(iii) no Interest Period for any Term Loan A shall extend beyond
the Term Maturity Date, no Interest Period for any Term Loan B shall
extend beyond the Term Loan B Maturity Date and no Interest Period for
any Revolving Loan shall extend beyond the Revolving Termination Date;
and
(iv) no Interest Period applicable to a Term Loan A or portion
thereof shall extend beyond any date upon which is due any scheduled
principal payment in respect of the Term Loan A unless the aggregate
principal amount of the Term Loan A represented by Base Rate Loans, or
by IBOR Loans having Interest Periods that will expire on or before
such date, is equal to or in excess of the amount of such principal
payment.
"Note" means a Revolving Note, a Term Note A or a Term Note B; and
"Notes" means the Revolving Notes, the Term Note A and the Term Note B.
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(c) Section 1.1 of the Credit Agreement is hereby amended by deleting
the definition of "Aggregate Term Commitment" and replacing it with the
following definitions:
"Aggregate Term A Commitment" means the combined Term A Commitments of
the Lenders, in the initial aggregate principal amount of Twenty Million
Dollars ($20,000,000), as such amount may be reduced from time to time
pursuant to this Agreement.
"Aggregate Term B Commitment" means the combined Term B Commitment of
the Lenders, in the initial aggregate principal amount of Nine Million
Dollars ($9,000,000), as such amount may be reduced from time to time
pursuant to this Agreement.
(d) Section 1.1 of the Credit Agreement is hereby amended by deleting
the definition of "Term Commitment" and replacing it with the following
definitions:
"Term A Commitment" with respect to each Lender, has the meaning
specified in Section 2.1(a)(i).
"Term B Commitment" with respect to each Lender, has the meaning
specified in Section 2.1(a)(ii).
(e) Section 1.1 of the Credit Agreement is hereby amended by deleting
the definition of "Term Loan" and replacing it with the following definitions:
"Term Loans" has the meaning specified in subsection 2.1(a)(iii).
"Term Loan A" has the meaning specified in subsection 2.1(a)(i).
"Term Loan B" has the meaning specified in subsection 2.1(a)(ii).
(f) Section 1.1 of the Credit Agreement is hereby amended by deleting
the definition of "Term Note" and replacing it with the following definitions:
"Term Note A" means a promissory note of the Company payable to the
order of a Lender, in substantially the form of EXHIBIT F, evidencing the
aggregate indebtedness of the Company to such Lender resulting from the
portion of the Term Loan A made by such Lender.
"Term Note B" means a promissory note of the Company payable to the
order of a Lender, in substantially the form of EXHIBIT F-1, evidencing the
aggregate indebtedness of the Company to such Lender resulting from the
portion of the Term Loan B made by such Lender.
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(g) Section 1.1 of the Credit Agreement is hereby amended by inserting
therein, in appropriate alphabetical order, new definitions of the terms
"AutoNation Purchase", "AutoNation Purchase Agreement" and "Term Loan B Maturity
Date" as follows:
"AutoNation Purchase" means the purchase of up to 2,000,000 shares of
common stock of the Company from AutoNation, Inc. pursuant to the terms of
the AutoNation Purchase Agreement and from other shareholders of the
Company in connection therewith.
"AutoNation Purchase Agreement" means the Stock Purchase Agreement
dated as of February 20, 2003 by and between AutoNation, Inc. and the
Company.
"Term Loan B Maturity Date" means February 20, 2004.
(h) Section 2.1(a) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
(a) THE TERM A AND TERM B COMMITMENTS.
(i) Each Lender agrees, on the terms and conditions hereinafter
set forth, that a portion of the Closing Date Outstandings under the
Original Credit Agreement in the aggregate amount of $20,000,000 shall, on
the Closing Date, be converted into a single term loan to the Company (the
"Term Loan A"). Each Lender severally agrees that its portion of the Term
Loan A shall be equal to the amount set forth opposite such Lender's name
in SCHEDULE 2.1(a) under the heading "Term A Commitment" (such amount, as
the same may be reduced as a result of one or more assignments pursuant to
Section 10.8, such Lender's "Term A Commitment"). Amounts deemed to be a
portion of the Term Loan A and which are repaid or prepaid by the Company
may not be reborrowed. Conversion of a Base Rate Loan to an IBOR Loan, or
an IBOR Loan to a Base Rate Loan, or the continuation of an IBOR Loan to
another IBOR Loan, shall not be deemed to be a repayment or prepayment for
purposes of the preceding sentence.
(ii) Each Lender agrees, on the terms and conditions hereinafter
set forth, to make loans to the Company in the aggregate amount of
$9,000,000, on February 20, 2003 (the "Term Loan B"). Each Lender severally
agrees that its portion of the Term Loan B shall be equal to the amount set
forth opposite such Lender's name in SCHEDULE 2.1(a) under the heading
"Term B Commitment" (such amount, as the same may be reduced as a result of
one or more assignments pursuant to Section 10.8, such Lender's "Term B
Commitment"). Amounts deemed to be a portion of the Term Loan B and which
are repaid or prepaid by the Company may not be reborrowed. Conversion of a
Base Rate Loan to an IBOR Loan, or an IBOR Loan to a Base Rate Loan, or the
continuation of an IBOR Loan to another IBOR Loan, shall not be deemed to
be a repayment or prepayment for purposes of the preceding sentence.
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(iii) Term Loan A and Term Loan B are sometimes referred to
individually as a "Term Loan" and together as the "Term Loans".
(i) Section 2.2(a) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
(a)(i) The portion of the Term Loan A made by each Lender shall be
evidenced by a Term Note A payable to the order of that Lender in an amount
equal to its Term A Commitment.
(a)(ii) The portion of the Term Loan B made by each Lender shall be
evidenced by a Term Note B payable to the order of that Lender in an amount
equal to its Term B Commitment.
(j) Section 2.5 of the Credit Agreement is hereby amended by deleting
the phrase "the Term Loan" from the seventh line thereof and replacing it with
the phrase "Term Loan A and Term Loan B."
(k) Section 2.6 of the Credit Agreement is hereby amended and restated
in its entirety as follows:
2.6. OPTIONAL PREPAYMENTS.
Subject to Section 3.4, the Company may, at any time or from time to
time, upon at least two Business Days' notice in the case of IBOR Loans, or
upon same day notice in the case of Base Rate Loans, to the Administrative
Agent, ratably, in accordance with each Lender's Commitment Percentage,
prepay Loans in whole or in part, (a) in the case of Revolving Loans which
are IBOR Loans, in minimum amounts of Five Hundred Thousand Dollars
($500,000) or any multiple of One Hundred Thousand Dollars ($100,000) in
excess thereof, (b) in the case of Revolving Loans which are Base Rate
Loans, in any amount and (c) in the case of Term Loans, in minimum amounts
of Five Hundred Thousand Dollars ($500,000) or any multiple of One Hundred
Thousand Dollars ($100,000) in excess thereof. Each notice of prepayment
shall specify the date and amount of such prepayment, whether such
prepayment is of Term Loan A, Term Loan B or the Revolving Loans and
whether such prepayment is of Base Rate Loans or IBOR Loans, or any
combination thereof and if such prepayment includes a prepayment of IBOR
Loans, the Interest Periods of the Loans to be prepaid. Such notice shall
not thereafter be revocable by the Company and the Administrative Agent
will promptly notify each Lender thereof and of such Lender's Commitment
Percentage of such prepayment. If such notice is given by the Company, the
Company shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein, together
with accrued interest to each such date on the amount prepaid and any
amounts required pursuant to Section 3.4. Any prepayments by the Company
pursuant to this Section 2.6 shall be applied to the Revolving Loans, Term
Loan A or Term Loan B as specified in the Company's notice of prepayment;
provided, that if
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applied to Term Loan A, such prepayments shall be applied against the
remaining installments of Term Loan A in the order of their maturities. If
the Company shall have failed to specify in its notice of prepayment the
Loans to which such prepayment is to be applied, any prepayments by the
Company pursuant to this Section 2.6 shall be applied first to Revolving
Loans, then to Term Loan A and then to Term Loan B and within each
category, first to any Base Rate Loans then outstanding and then to IBOR
Loans with the shortest Interest Periods remaining. Amounts applied to the
Revolving Loans pursuant to this Section 2.6 shall not permanently reduce
or terminate the Revolving Commitments or the Aggregate Revolving
Commitment, unless otherwise specified by the Company in its notice of
prepayment and only if such reduction or termination is permitted under
Section 2.5.
(l) Section 2.7 of the Credit Agreement is hereby amended by deleting
the second to the last sentence of such Section and replacing it with the
following:
Except as otherwise provided in Section 6.6, to the extent that the
Property subject to the applicable Disposition or Event of Loss consists of
machinery or equipment, real Property or other Property other than Accounts
Receivable or Inventory, so long as no Default or Event of Default has
occurred and is continuing, proceeds of Dispositions thereof shall, at the
request of the Company, be remitted to the Company to replace the subject
Property with an economical unit of substantially similar character and
value as the subject Property within 180 days after its Disposition;
provided, that if the Company does not make such request at the time of
such Disposition or if such proceeds are not so used, the applicable amount
shall be applied first against the remaining installments of Term Loan A on
a pro rata basis, then against Term Loan B and then, to reduce the
outstanding principal balance of the Revolving Loans (but shall not
permanently reduce the Aggregate Revolving Commitment).
(m) Subsection 2.8(a) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
(a)(i) TERM LOAN A.
Unless Term Loan A has been accelerated pursuant to subsection 8.2(a),
the Company shall repay Term Loan A on each date set forth below in the
amount set forth below opposite such date:
DATE AMOUNT
---- ------
March 31, 2003 $1,250,000
June 30, 2003 $1,250,000
September 30, 2003 $1,750,000
December 31, 2003 $1,750,000
March 31, 2004 $1,750,000
June 30, 2004 $1,750,000
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DATE AMOUNT
---- ------
September 30, 2004 $2,000,000
December 31, 2004 $2,000,000
March 31, 2005 $2,625,000
June 30, 2005 $2,625,000
(a)(ii) TERM LOAN B.
Unless Term Loan B has been accelerated pursuant to subsection 8.2(a),
the Company shall repay the balance of the outstanding principal and
interest due under Term Loan B on February 20, 2004.
(n) Section 2.9(a) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
(a)(i) Subject to subsection 2.9(d), each Revolving Loan and Term
Loan A shall bear interest on the outstanding principal amount thereof from
the date when made to the date such Revolving Loan or Term Loan A is repaid
(i) for each day during which such Revolving Loan or Term Loan A is an IBOR
Loan, at IBOR for the applicable Interest Period for such Revolving Loan or
Term Loan A for such day, and (ii) for each day during which such Revolving
Loan or Term Loan A is a Base Rate Loan, at the Alternate Base Rate for
such day; PLUS, in each case, the Applicable Margin then in effect.
(a)(ii) Subject to subsection 2.9(d), each Term Loan B shall bear
interest on the outstanding principal amount thereof from the date when
made to the date such Term Loan B is repaid (i) for each day during which
such Term Loan B is an IBOR Loan, at IBOR for the applicable Interest
Period for such Term Loan B for such day PLUS 2.75% per annum, and (ii) for
each day during which such Term Loan B is a Base Rate Loan, at the
Alternate Base Rate for such day PLUS 1.25% per annum.
(o) Section 2.10 of the Credit Agreement is hereby amended by
inserting therein a new Section 2.10(d) as follows:
(d) AMENDMENT FEE.
The Company shall pay to the Administrative Agent for the account of
the Lenders an amendment fee equal to Forty-Five Thousand Dollars
($45,000), which will be shared by the Lenders in proportion to their
respective Commitment Percentages. Additionally, in the event that Term
Loan B is not repaid in full on or before the Term Loan B Maturity Date,
the Company shall pay to Administrative Agent on the Term Loan B Maturity
Date an additional fee of One Hundred Thousand Dollars ($100,000) which
also will be shared by the Lenders in proportion to their respective
Commitment Percentages.
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(p) Section 3.7 of the Credit Agreement is hereby amended by deleting
the phrase "Term Commitment" from the ninth line of such Section and replacing
it with the phrase "Term A Commitment, Term B Commitment."
(q) Section 6.11 of the Credit Agreement is hereby amended and
restated in its entirety as follows:
6.11. USE OF PROCEEDS.
The Company shall use the proceeds of the Revolving Loan and Term Loan
A solely as follows: (a) to be allocated to the Term Loans as set forth in
subsections 2.1(a)(i) and 2.1(a)(ii), (b) to finance all or a portion of
the purchase price for any Permitted Acquisition, (c) to repurchase
outstanding stock of the Company and (d) for working capital and other
general corporate or partnership purposes not in contravention of any
Requirement of Law. The Company shall use the proceeds of Term Loan B
solely as follows: (a) to repurchase outstanding stock of the Company, (b)
to finance all or a portion of the purchase price for any Permitted
Acquisition and (c) to repay a portion of the outstanding balance of the
Revolving Loans.
(r) Section 7.6 of the Credit Agreement is hereby amended by deleting
the "or" after the comma at the end of Section 7.6(c), replacing the period with
", or" at the end of Section 7.6(c) and inserting therein a new Section 7.6(d)
as follows:
(d) the transactions relating to the AutoNation Purchase.
(s) Section 7.12 of the Credit Agreement is hereby amended by deleting
the "and" after the semicolon at the end of Section 7.12(d), replacing the
period with "; and" at the end of Section 7.12(e) and inserting therein a new
Section 7.12(f) as follows:
(f) so long as no Event of Default or Default is then in existence or
would be caused thereby, purchase, redeem or otherwise acquire up to
2,000,000 shares of its common stock in connection with the AutoNation
Purchase with the proceeds of Term Loan B and the Revolving Loans.
(t) Section 7.13 of the Credit Agreement is hereby amended by
inserting a new Section 7.13(f) thereto as follows:
MINUS (f) up to Twelve Million Dollars ($12,000,000) of the price paid
by the Company for common stock of the Company purchased pursuant to the
AutoNation Purchase.
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(u) Section 7.15 of the Credit Agreement is hereby amended and
restated in its entirety as follows:
7.15. SENIOR FUNDED DEBT TO EBITDA RATIO.
The Senior Funded Debt to EBITDA Ratio, on the last day of any fiscal
quarter set forth below, shall not exceed the ratio set forth below
opposite such date:
Date Ratio
---- -----
December 31, 2002 2.50:1.00
March 31, 2003, June 30, 2003 and
September 30, 2003 2.75:1.00
December 31, 2003 and each March 31,
June 30, September 30 and December 31
thereafter 2.50:1.00
(v) Section 10.1(a) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
(a) increase or extend the Revolving Commitment, Term A Commitment or
Term B Commitment of any Lender (or reinstate any Revolving Commitment,
Term A Commitment or Term B Commitment terminated pursuant to subsection
8.2(a)) or subject any Lender to any additional obligations;
(w) Schedule 2.1(a) of the Credit Agreement is hereby amended and
restated as set forth on Schedule 1 hereto.
(x) Exhibit F of the Credit Agreement is hereby amended and restated
as set forth on Exhibits 1 and 2 hereto.
2. SCOPE. Except as amended hereby, the Credit Agreement remains
unchanged and in full force and effect.
3. EFFECTIVENESS. This First Amendment to Amended and Restated Credit
Agreement shall be effective on February 20, 2003 when executed by Lenders,
agreed to by Borrower, and returned to Administrative Agent on or before
February 20, 2003, together with (a) reaffirmations by each guarantor of the
Obligations, (b) reaffirmation by the Company of the Amended and Restated Pledge
Agreement and the Amended and Restated Security Agreement, each dated as of June
21, 2002, (c) new notes, (d) an opinion from Borrower's counsel, (e) articles of
incorporation of Borrower, (f) good standing certificates of Borrower in its
state of incorporation and each state in which it is qualified to do business,
and (g) a secretary's certificate of Borrower.
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4. COUNTERPARTS. This First Amendment to Amended and Restated Credit
Agreement may be executed in one or more counterparts, each of which shall
constitute an original, but all of which taken together shall be one and the
same instrument.
Very truly yours,
BANK OF AMERICA, N.A.,
as Administrative Agent
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------------
Its Vice President
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BANK OF AMERICA, N.A., as a Lender
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Its Vice President
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LASALLE BANK NATIONAL ASSOCIATION,
as Co-Syndication Agent and as a Lender
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its First VP
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FLEET NATIONAL BANK,
as Co-Syndication Agent and as a Lender
By [ILLEGIBLE]
---------------------------------------
Its V.P.
---------------------------------------
ACKNOWLEDGED AND AGREED TO
THIS 20th DAY OF FEBRUARY, 2003:
LKQ CORPORATION
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Its Senior Vice President
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SCHEDULE 1
SCHEDULE 2.1(a)
TERM A COMMITMENTS
Lender Term A Commitment
------ -----------------
Bank of America, N.A. $6,666,666.67
LaSalle Bank National Association $6,666,666.67
Fleet National Bank $6,666,666.66
TERM B COMMITMENTS
Lender Term B Commitment
------ -----------------
Bank of America, N.A. $3,000,000.00
LaSalle Bank National Association $3,000,000.00
Fleet National Bank $3,000,000.00
EXHIBIT 1
EXHIBIT F
FORM OF TERM NOTE A
AMENDED AND RESTATED
TERM NOTE A
$6,666,666.67 February , 2003
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FOR VALUE RECEIVED,
LKQ Corporation, a Delaware corporation
(the "Company"), promises to pay to the order of Bank of America (the
"Creditor") the principal sum of Six Million Six Hundred Sixty-Six Thousand
Six Hundred Sixty-Six and 67/100 Dollars ($6,666,666.67) or, if different,
the aggregate unpaid principal amount of Term Loan A made by the Creditor
pursuant to that certain Amended and Restated Credit Agreement dated as of
June 21, 2002 (as the same may be amended, modified or supplemented from time
to time, the "Credit Agreement"), among the Company, the various financial
institutions (including the Creditor) as are, or may from time to time
become, parties thereto (the "Lenders"), LaSalle Bank National Association,
as a Lender and as co-syndication agent as provided therein, Fleet National
Bank, as a Lender and as co-syndication agent as provided therein and Bank of
America, N.A., as administrative agent as provided therein ("Administrative
Agent"), regardless of whether such principal amount is shown on the schedule
attached hereto (or any continuation thereof).
The principal outstanding amount of this Note shall be due and
payable on June 30, 2005. Prior thereto, principal shall be repaid in accordance
with the terms set forth in the Credit Agreement.
The Company also promises to pay interest on the unpaid
principal amount hereof from time to time outstanding from the date hereof until
maturity (whether by acceleration or otherwise) and, after maturity and/or
judgment, until paid, at the rates per annum and on the dates specified in the
Credit Agreement.
Payments of both principal and interest are to be made in
lawful money of the United States of America in same day or immediately
available funds to the account designated by the Administrative Agent pursuant
to the Credit Agreement.
This Note is one of the Term Note As referred to in, and
evidences Indebtedness incurred under, the Credit Agreement, to which reference
is made for a statement of the terms and conditions on which the Company is
permitted and required to make prepayments and repayments of principal of the
Indebtedness evidenced by this Note and on which such Indebtedness may be
declared to be immediately due and payable. Unless otherwise defined, terms used
herein have the meanings provided in the Credit Agreement.
ALL PARTIES HERETO, WHETHER AS MAKERS, ENDORSERS, OR
OTHERWISE, SEVERALLY WAIVE PRESENTMENT FOR PAYMENT, DEMAND, PROTEST AND NOTICE
OF DISHONOR.
THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE
OF
ILLINOIS.
This Note amends and restates in its entirety, and is made in
substitution for, the certain Term Note dated as of June 21, 2002 in the
original principal amount of Six Million Six Hundred Sixty-Six Thousand Six
Hundred Sixty-Six and 67/100 Dollars ($6,666,666.67) executed by the Company in
favor of Creditor.
LKQ CORPORATION
By
-----------------------------------
Its
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2
GRID
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Portion of
Principal
Balance Maintained
-----------------------------------
Amount of Outstanding
Amount of Principal Principal Base Rate IBOR Applicable IBOR Notation
Date Term Loan Payment Balance Loan Loan Interest Period Made By
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EXHIBIT 2
EXHIBIT F-1
FORM OF TERM NOTE B
TERM NOTE B
$3,000,000.00 February , 2003
---------
FOR VALUE RECEIVED,
LKQ Corporation, a Delaware corporation
(the "Company"), promises to pay to the order of Bank of America, N.A. (the
"Creditor") the principal sum of Three Million and No/100 Dollars
($3,000,000.00) or, if different, the aggregate unpaid principal amount of Term
Loan B made by the Creditor pursuant to that certain Amended and Restated Credit
Agreement dated as of June 21, 2002 (as the same may be amended, modified or
supplemented from time to time, the "Credit Agreement"), among the Company, the
various financial institutions (including the Creditor) as are, or may from time
to time become, parties thereto (the "Lenders"), LaSalle Bank National
Association, as a Lender and as co-syndication agent as provided therein, Fleet
National Bank, as a Lender and as co-syndication agent as provided therein and
Bank of America, N.A., as administrative agent as provided therein
("Administrative Agent"), regardless of whether such principal amount is shown
on the schedule attached hereto (or any continuation thereof).
The principal outstanding amount of this Note shall be due and
payable on February __, 2004. Prior thereto, principal shall be repaid in
accordance with the terms set forth in the Credit Agreement.
The Company also promises to pay interest on the unpaid
principal amount hereof from time to time outstanding from the date hereof until
maturity (whether by acceleration or otherwise) and, after maturity and/or
judgment, until paid, at the rates per annum and on the dates specified in the
Credit Agreement.
Payments of both principal and interest are to be made in
lawful money of the United States of America in same day or immediately
available funds to the account designated by the Administrative Agent pursuant
to the Credit Agreement.
This Note is one of the Term Note Bs referred to in, and
evidences Indebtedness incurred under, the Credit Agreement, to which reference
is made for a statement of the terms and conditions on which the Company is
permitted and required to make prepayments and repayments of principal of the
Indebtedness evidenced by this Note and on which such Indebtedness may be
declared to be immediately due and payable. Unless otherwise defined, terms used
herein have the meanings provided in the Credit Agreement.
ALL PARTIES HERETO, WHETHER AS MAKERS, ENDORSERS, OR
OTHERWISE, SEVERALLY WAIVE PRESENTMENT FOR PAYMENT, DEMAND, PROTEST AND NOTICE
OF DISHONOR.
THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE
OF
ILLINOIS.
LKQ CORPORATION
By
--------------------------------
Its
--------------------------------
2
GRID
------------ --------------- --------------- --------------- ----------------------------------- ------------------ ----------------
Portion of
Principal
Balance Maintained
-----------------------------------
Amount of Outstanding
Amount of Principal Principal Base Rate IBOR Applicable IBOR Notation
Date Term Loan Payment Balance Loan Loan Interest Period Made By
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