Senior Secured Debt Ratio
FQ1 2008
4.00:1.00
FQ2 2008
4.00:1.00
FQ3 2008
4.00:1.00
FQ4 2008
4.00:1.00
FQ1 2009
3.75:1.00
FQ2 2009
3.50:1.00
FQ3 2009
3.25:1.00
FQ4 2009
3.25:1.00
FQ1 2010
2.75:1.00
FQ2 2010 and each fiscal quarter thereafter
2.50:1.00
7.2
Limitation on Indebtedness. Create, incur,
assume or suffer to exist any Indebtedness, except:
(A)
INDEBTEDNESS OF EITHER BORROWER OR ANY
SUBSIDIARY GUARANTOR PURSUANT TO ANY LOAN DOCUMENT;
109
(B)
TO THE EXTENT PERMITTED BY SECTION 7.8(C),
INDEBTEDNESS OF THE US BORROWER TO ANY SUBSIDIARY, AND OF ANY SUBSIDIARY TO THE
US BORROWER OR ANY OTHER SUBSIDIARY; PROVIDED THAT (I) ALL SUCH INDEBTEDNESS OF
EITHER BORROWER OR ANY SUBSIDIARY GUARANTOR OWED TO A PERSON THAT IS NOT A
BORROWER OR A SUBSIDIARY GUARANTOR SHALL BE SUBJECT TO AND EVIDENCED BY THE
SUBORDINATED INTERCOMPANY NOTE AND (II) ANY INDEBTEDNESS OF (X) LKQ DOMINION
AUTO, INC. OR LKQ PINTENDRE AUTO, INC. OWING TO 1323342 ALBERTA ULC OR (Y)
1323342 ALBERTA ULC TO LKQ ONTARIO LP SHALL BE EVIDENCED BY A CANADIAN
INTERCOMPANY NOTE;
(C)
INDEBTEDNESS (INCLUDING, WITHOUT
LIMITATION, ATTRIBUTABLE DEBT ARISING FROM PERMITTED SALE-LEASEBACK TRANSACTIONS
AND CAPITAL LEASE OBLIGATIONS) SECURED BY LIENS PERMITTED BY SECTIONS 7.3(G) AND
(Q)(I); PROVIDED, THAT THE AGGREGATE AMOUNT OF ALL SUCH INDEBTEDNESS, TOGETHER
WITH THE AGGREGATE PRINCIPAL AMOUNT OF ALL PERMITTED ACQUIRED DEBT INCURRED
PURSUANT TO SECTION 7.2(H), SHALL NOT EXCEED $30,000,000 AT ANY ONE TIME
OUTSTANDING;
(D)
INDEBTEDNESS OUTSTANDING ON THE DATE HEREOF
AND LISTED ON SCHEDULE 7.2(D) AND ANY REFINANCINGS, REFUNDINGS, RENEWALS OR
EXTENSIONS THEREOF (WITHOUT ANY INCREASE IN THE PRINCIPAL AMOUNT THEREOF OR ANY
SHORTENING OF THE WEIGHTED AVERAGE LIFE TO MATURITY THEREOF);
(E)
TO THE EXTENT PERMITTED BY SECTION 7.8(C),
GUARANTEE OBLIGATIONS MADE IN THE ORDINARY COURSE OF BUSINESS BY THE US BORROWER
OR ANY OF ITS SUBSIDIARIES OF OBLIGATIONS OF THE US BORROWER OR ANY SUBSIDIARY
OF THE US BORROWER;
(F)
UNSECURED SENIOR AND/OR SENIOR
SUBORDINATED INDEBTEDNESS OF THE US BORROWER AND THE UNSECURED SENIOR AND/OR
SENIOR SUBORDINATED GUARANTEE BY ANY SUBSIDIARY GUARANTOR HEREUNDER OF THE US
BORROWER'S OBLIGATIONS THEREUNDER; PROVIDED THAT (I) SUCH INDEBTEDNESS SHALL
HAVE NO SCHEDULED AMORTIZATION AND NO PART OF THE PRINCIPAL PART OF SUCH
INDEBTEDNESS SHALL HAVE A MATURITY DATE EARLIER THAN ONE YEAR AFTER THE FINAL
STATED MATURITY OF ANY TERM LOANS HEREUNDER, (II) AFTER GIVING EFFECT TO THE
INCURRENCE OF ANY SUCH INDEBTEDNESS, ON A PRO FORMA BASIS, AS IF SUCH INCURRENCE
OF INDEBTEDNESS, THE APPLICATION OF THE PROCEEDS THEREOF AND THE CONSUMMATION OF
ANY OTHER SPECIFIED TRANSACTION OCCURRING SINCE THE FIRST DAY OF THE CALCULATION
PERIOD THEN LAST ENDED HAD OCCURRED ON THE FIRST DAY OF THE CALCULATION PERIOD
THEN LAST ENDED, (X) THE US BORROWER AND ITS SUBSIDIARIES ARE IN COMPLIANCE WITH
THE FINANCIAL COVENANT SET FORTH IN SECTION 7.1 FOR THE CALCULATION PERIOD THEN
LAST ENDED AND (Y) THE CONSOLIDATED LEVERAGE RATIO AS AT THE LAST DAY OF THE
CALCULATION PERIOD THEN LAST ENDED IS LESS THAN 4.50 TO 1.00, AND THE US
BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT A