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EXHIBIT 10.7
SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
May 20, 2003
LKQ Corporation
120 North LaSalle Street
Suite 3300
Chicago, Illinois 60602
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 for the Lenders, 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 certain respects and Lenders have agreed to such amendments, on the
terms, and subject to the conditions, contained herein.
Therefore, Borrower and Lenders hereby agree as follows:
1. AMENDMENTS. The Credit Agreement is hereby amended as follows:
(a) Section 7.12 of the Credit Agreement is hereby amended by deleting
the "and" after the semicolon at the end of Section 7.12(e), replacing the
period with "; and" at the end of Section 7.12(f) and inserting therein a new
Section 7.12(g) as follows:
(g) so long as no Event of Default or Default is then in existence or
would be caused thereby, at any time on or before August 14, 2003,
purchase, redeem or otherwise acquire up to 1,750,000 shares of its common
stock for a purchase price of up to $7 per share.
(b) Section 7.15 of the Credit Agreement is hereby amended and
restated in its entirety as follows:
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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:
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<Caption>
Date Ratio
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June 30, 2003, September 30, 2003 and
December 31, 2003 2.75:1.00
March 31, 2004 and each June 30,
September 30, December 31 and March 31
thereafter 2.50:1.00
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2. SCOPE. Except as amended hereby, the Credit Agreement remains
unchanged and in full force and effect.
3. EFFECTIVENESS. This Second Amendment to Amended and Restated Credit
Agreement shall be effective on May 20, 2003 when executed by Lenders, agreed to
by Borrower, and returned to Administrative Agent on or before May 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 and
the Pledge Agreement regarding Borrower's limited partnership interests in LKQ
Atlanta L.P. dated November 12, 1999, and (c) an amendment fee equal to $66,000,
which fee shall be shared equally by the Lenders.
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4. COUNTERPARTS. This Second 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/ David A. Johanson
Its Vice President
BANK OF AMERICA, N.A., as a Lender
By [ILLEGIBLE]
Its Vice President
LASALLE BANK NATIONAL ASSOCIATION,
as Co-Syndication Agent and as a Lender
By /s/ Steve M. Marks
Its FVP
FLEET NATIONAL BANK,
as Co-Syndication Agent and as a Lender
By [ILLEGIBLE]
Its Senior Vice Presidentt
ACKNOWLEDGED AND AGREED TO
THIS 20th DAY OF MAY, 2003:
LKQ CORPORATION
By /s/ Mark T. Spears
Its Senior Vice President and Chief Financial Officer
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