Item 1.01 Entry into a Material Definitive Agreement.




On January 5, 2023, LKQ Corporation ("LKQ" or the "Company") and certain other
subsidiaries of LKQ (collectively, the "Borrowers") entered into a new Credit
Agreement (the "New Credit Agreement") with several lenders from time to time
party thereto as Lenders (the "Lenders"); Wells Fargo Bank, National Association
("Wells Fargo Bank"), as administrative agent; Bank of America, N.A. ("Bank of
America"), as syndication agent; PNC Bank, National Association, Truist Bank and
MUFG Bank, Ltd. ("MUFG"), as Documentation Agents; Wells Fargo Bank and Bank of
America, as Sustainability Structuring Agents; Wells Fargo Securities, LLC, BofA
Securities, Inc., PNC Capital Markets LLC, Truist Securities, Inc. and MUFG, as
joint bookrunners and joint lead arrangers. The New Credit Agreement replaced
the Company's Prior Credit Agreement (as hereinafter defined).

The New Credit Agreement includes an unsecured revolving credit facility of up
to a U.S. Dollar equivalent of $2 billion, which includes a $150 million
sublimit for the issuance of letters of credit and a $150 million sublimit for
swing line loans (the "Revolving Loans") and an unsecured term loan facility of
up to $500 million (the "Term Loan" and collectively with the Revolving Loans,
the "Loans"). Under the New Credit Agreement, the Revolving Loans have a
maturity date of January 5, 2028, and the Term Loan has a maturity date of
January 5, 2026, each of which maturity dates may be extended for a one year
extension. The Term Loan has no required amortization payments prior to its
maturity date. The New Credit Agreement allows for additional revolving credit
facility capacity and/or additional term loans at the greater of $750 million or
50% of the Company's EBITDA (as calculated in accordance with the terms of the
New Credit Agreement) for the prior four quarters. Proceeds of the Loans may be
used (i) to refinance certain existing indebtedness of LKQ and its subsidiaries
and (ii) for general corporate purposes of LKQ and its subsidiaries in the
ordinary course of business, including acquisitions and capital expenditures.

The Borrowers will pay a commitment fee (the "Commitment Fee") on the daily
amount of unutilized Revolving Loan commitments based on the Company's debt
rating and total leverage ratio. The Borrowers will also pay a variable rate of
interest on outstanding Loans based on the Company's debt rating and total
leverage ratio and the currency in which the Loans are borrowed. The Term Loan
will be borrowed in U.S. dollars. Revolving Loans may be borrowed in U.S.
dollars, euros, Australian dollars, Canadian dollars, Mexican pesos, Norwegian
krone, pounds sterling, Swedish krona and Swiss francs. The Borrowers may also
make borrowings in other currencies agreed to by Wells Fargo Bank and the
Lenders.

The interest rate applicable to Loans (other than swing line loans) denominated
in U.S. dollars may be (i) a forward-looking term rate based on SOFR for an
interest period chosen by the Borrowers of one, three or six months plus 0.10%
per annum plus the Term SOFR Spread or (ii) an Alternate Base Rate plus the ABR
Spread (as defined in the New Credit Agreement). "Alternate Base Rate" on any
day means the highest of (a) the prime rate announced from time to time by Wells
Fargo Bank, (b) the federal funds effective rate plus 0.50% and (c) the sum of
the forward-looking term rate based on SOFR for a one-month period plus 1.00%.
Swing line loans denominated in U.S. dollars will bear interest at the Alternate
Base Rate plus the ABR Spread.

The interest rate for Loans denominated in currencies other than U.S. dollars
will be based on other risk-free interest rates that are applicable for that
currency plus a spread which will apply depending on the type of interest rate
applicable to such Loans. Some risk-free interest rates are forward-looking
rates and some are daily rates, as set forth in the New Credit Agreement. All
risk-free interest rates applicable to the Loans have a floor which prevents any
rate from being less than 0.00% plus the applicable spread for that Loan.

The spreads applicable to the Loans are the Term SOFR Spread, Eurocurrency Rate
Spread, RFR Spread, ABR Spread and Canadian Prime Rate Spread (each as defined
in the New Credit Agreement). Each of the Term SOFR Spread, Eurocurrency Rate
Spread and RFR Spread ranges from 1.125% to 1.75%, and each of the ABR Spread
and Canadian Prime Rate Spread ranges from 0.125% to 0.750%. The Commitment Fee
payable by the Borrowers ranges from 0.100% to 0.275%, in each case based on the
Company's total leverage ratio as set forth in its most recent financials or its
then-current applicable debt rating. As of the effective date of the New Credit
Agreement, each of the Term SOFR Spread, Eurocurrency Rate Spread and RFR Spread
was 1.250%, each of the ABR Spread and Canadian Prime Rate Spread was 0.250% and
the Commitment Fee was 0.125%.

Certain of the Company's wholly-owned U.S. domestic subsidiaries are guarantors
of the Borrowers' obligations under the New Credit Agreement. The New Credit
Agreement contains customary covenants for an unsecured credit facility for a
company that has debt ratings that are investment grade. For instance, unlike
the Prior Credit Agreement, the New Credit Agreement does not contain covenants
limiting dividends or investments (other than intercompany loans). The New
Credit Agreement contains limits on the Company's and its subsidiaries' ability
to incur liens and indebtedness, but these restrictions

--------------------------------------------------------------------------------

on liens and indebtedness have been changed from the comparable restrictions in
the Prior Credit Agreement. The New Credit Agreement also requires compliance
with a total leverage ratio and interest coverage ratio, each calculated in
. . .


Item 1.02   Termination of a Material Definitive Agreement.


In connection with entry into the New Credit Agreement described above in Item
1.01, that certain Fourth Amended and Restated Credit Agreement dated as of
January 29, 2016 (as amended, the "Prior Credit Agreement"), by and among the
Company and certain other subsidiaries of LKQ, as the Borrowers, Wells Fargo
Bank, as the Administrative Agent for the lenders, and the various lenders party
thereto, and each amendment thereto, was terminated on January 5, 2023. The
terms of the Prior Credit Agreement have been reflected in the Company's prior
SEC filings, including the Company's Annual Report on Form 10-K filed on
February 25, 2022.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance


               Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this report is incorporated herein by reference.




Item 7.01   Regulation FD Disclosure.


Benchmark interest rates in the United States and Europe have increased during
2022, and further increases may be enacted in 2023 to combat rising inflation.
Such rate increases have impacted and will continue to affect the Company's
costs of borrowing and resulting interest expense. Based on the Company's
interest rate outlook and projected variable rate debt, the Company expects to
incur an additional $45 million to $55 million in interest expense in 2023
relative to 2022. The actual interest expense variance in 2023 will depend on
interest rate movements, foreign exchange rates, and the balance of variable
rate debt outstanding throughout the year.


                 Item 9.01   Financial Statements and Exhibits.


(d) Exhibits

Exhibit Number           Description of Exhibit
  4.1                    Credit Agreement, dated as of January 5, 2023, by

and among LKQ Corporation


                         and certain additional subsidiaries of LKQ

Corporation, as borrowers, certain


                         financial institutions, as lenders, and Wells Fargo Bank, National
                         Association, as administrative agent.

104                      Cover Page Interactive Data File (embedded within

the Inline XBRL document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses