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EXHIBIT 10.9
LaSalle Bank
Member ABN AMRO Group
LaSalle Bank N.A.
208 South LaSalle Street
Chicago, Illinois 60604-1003
312-855-5816
Fax: 312-855-5847
CONFIRMATION
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Date: August 20, 2002
To: LKQ Corporation
120 N. LaSalle St.
Suite 3300
Chicago, IL 60602
ATTN: Mark Spears
Fax: 312-621-1969
Phone: 312-621-2730
From: LaSalle Bank National Association ("LaSalle")
208 South LaSalle Street, 208-214
Chicago, IL 60604
Fax: (312) 855-5847/5852
Re: Swap Transaction [No. INF 15260/20304]
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Ladies/Gentlemen:
The purpose of this letter agreement is to set forth the terms and conditions of
the Swap Transaction entered into between us on the Trade Date specified below
(the "Swap Transaction"). This letter agreement constitutes a "Confirmation" as
referred to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 2000 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc. ("ISDA"),
without regard to subsequent amendments or revisions thereto, are incorporated
into this Confirmation. In the event of any inconsistency between those
definitions and provisions of this Confirmation, this Confirmation will govern.
Each party represents and warrants to the other that (i) it is duly authorized
to enter into this Swap Transaction and to perform its obligations hereunder and
(ii) the person executing this Confirmation is duly authorized to execute and
deliver it.
1. This Confirmation supplements, forms a part of, and is subject to, the
ISDA Master Agreement in the form published by ISDA (the "Agreement") as if you
and we had executed that
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LaSalle Bank
Member ABN AMRO Group
LaSalle Bank N.A.
208 South LaSalle Street
Chicago, Illinois 60604-1003
312-855-5816
Fax: 312-855-5847
agreement (but without any Schedule thereto) and the Agreement shall be governed
by and construed in accordance with the laws of the State of New York without
reference to choice of law doctrine. In addition, you and we agree to use our
best efforts to promptly negotiate, execute, and deliver an ISDA Master
Agreement (as published by ISDA). Upon execution and delivery by you and us of
that agreement (i) this letter agreement shall constitute a "Confirmation" as
referred to in that agreement and shall supplement, form part of, and be subject
to that agreement and (ii) all provisions contained or incorporated by reference
in that agreement shall govern this Confirmation as expressly modified below.
2. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
Notional Amount: USD 10,000,000.00
Trade Date: August 20, 2002
Effective Date: August 22, 2002
Termination Date: August 22, 2004
FIXED AMOUNTS:
Fixed Rate Payer: LKQ Corporation
Fixed Rate: 2.65%
Fixed Rate
Payer Payment Dates: The 22nd day of each November, February, May,
and August, commencing on November 22,
2002, to and including the Termination Date,
subject to adjustment in accordance with the
Modified Following Business Day Convention
Fixed Rate
Day Count Fraction: Actual/360
FLOATING AMOUNTS:
Floating Rate Payer: LaSalle
Floating Rate Payer
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LaSalle Bank
Member ABN AMRO Group
LaSalle Bank N.A.
208 South LaSalle Street
Chicago, Illinois 60604-1003
312-855-5816
Fax: 312-855-5847
Payment Dates: The 22nd day of each November, February, May,
and August, commencing on November 22,
2002, to and including the Termination Date,
subject to adjustment in accordance with the
Modified Following Business Day Convention
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 3 months
Initial Floating Rate: 1.77%
Spread: None
Floating Rate
Day Count Fraction: Actual/360
Reset Dates: The first day each Calculation Period
Method of Averaging: Inapplicable
Compounding: Inapplicable
Business Days: New York and London
Calculation Agent: LaSalle
3. Offices:
(a) The Office of the Fixed Rate Payer for this Swap Transaction is Chicago,
IL.
(b) The Office of the Floating Rate Payer for this Swap Transaction is
Chicago, IL.
4. Account Details
Payments to LaSalle:
LaSalle Bank National Association, ABA #0710-0050-5, A/C 2090102,
Attn: Treasury Division/Derivatives
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LaSalle Bank
Member ABN AMRO Group
LaSalle Bank N.A.
208 South LaSalle Street
Chicago, Illinois 60604-1003
312-855-5816
Fax: 312-855-5847
Payments to LKQ Corporation:
Please Advise
5. Other Provisions:
Assignment: This Swap Transaction may be assigned only with prior written
consent
Netting: The parties hereto hereby agree that subparagraph (ii) of
Part 2(c) of the Agreement shall not apply to any Swap
Transaction
Please confirm that the foregoing correctly sets forth the terms and
conditions of our agreement by responding within ten (10) Business Days by
either (i) returning via telecopier an executed copy of this Confirmation to the
attention of Keli Greenwood (fax number: (312) 855-5847/5852; telephone number:
(312) 855-5844), or sending a telex to Keli Greenwood (telex no.: 62734,
answerback: ABN UW) substantially to the following effect: "We acknowledge
receipt of your fax dated August 20, 2002 with respect to a Swap Transaction
between LKQ Corporation and LaSalle Bank National Association with an Effective
Date of August 22, 2002, and a Termination Date of August 22, 2004 and confirm
that such fax correctly sets forth the terms of our agreement relating to the
Swap Transaction described therein. Very truly yours, Mark T. Spears, V.P., CFO
by (specify name and title of authorized officer)." Failure to respond within
such period shall not affect the validity or enforceability of this Swap
Transaction, and shall be deemed to be an affirmation of the terms and
conditions contained herein, absent manifest error.
Yours sincerely,
LASALLE BANK NATIONAL ASSOCIATION
By: /s/Lily Levin By: /s/Aamer Quadri
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Name: Lily Levin Name: Aamer Quadri
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Title:Vice President Title:Vice President
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LKQ CORPORATION
By: /s/Mark T. Spears By:
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Name: Mark T. Spears Name:
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Title:Sr. VP & CFO Title:
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