Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 1.09M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 38K
3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 37K
4: EX-10.1 Material Contract HTML 111K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 28K
15: R1 Document and Entity Information HTML 47K
16: R2 Unaudited Condensed Consolidated Balance Sheets HTML 103K
17: R3 Unaudited Condensed Consolidated Balance Sheets HTML 36K
(Parenthetical)
18: R4 Unaudited Condensed Consolidated Statements of HTML 90K
Income
19: R5 Unaudited Condensed Consolidated Statements of HTML 49K
Comprehensive Income
20: R6 Unaudited Condensed Consolidated Statements of HTML 135K
Cash Flows
21: R7 Unaudited Condensed Consolidated Statements of HTML 58K
Stockholders' Equity
22: R8 Interim Financial Statements HTML 34K
23: R9 Business Combinations HTML 204K
24: R10 Financial Statement Information HTML 168K
25: R11 Restructuring and Acquisition Related Expenses HTML 34K
26: R12 Stock-Based Compensation HTML 88K
27: R13 Earnings Per Share HTML 71K
28: R14 Accumulated Other Comprehensive Income (Loss) HTML 123K
29: R15 Long-Term Obligations HTML 75K
30: R16 Derivative Instruments and Hedging Activities HTML 70K
31: R17 Fair Value Measurements HTML 118K
32: R18 Commitments and Contingencies HTML 38K
33: R19 Income Taxes HTML 33K
34: R20 Segment and Geographic Information HTML 309K
35: R21 Condensed Consolidating Financial Information HTML 845K
36: R22 Financial Statement Information (Policies) HTML 131K
37: R23 Business Combinations (Tables) HTML 179K
38: R24 Financial Statement Information (Tables) HTML 221K
39: R25 Financial Statement Information New Accounting HTML 74K
pronouncements (Tables)
40: R26 Stock-Based Compensation (Tables) HTML 86K
41: R27 Earnings Per Share (Tables) HTML 71K
42: R28 Accumulated Other Comprehensive Income (Loss) HTML 118K
Accumulated Other Comprehensive Income (Loss)
(Tables)
43: R29 Long-Term Obligations (Tables) HTML 53K
44: R30 Derivative Instruments and Hedging Activities HTML 59K
(Tables)
45: R31 Fair Value Measurements (Tables) HTML 107K
46: R32 Commitments and Contingencies (Tables) HTML 35K
47: R33 Segment and Geographic Information (Tables) HTML 310K
48: R34 Condensed Consolidating Financial Information HTML 842K
(Tables)
49: R35 Business Combinations - Additional Information HTML 136K
(Details)
50: R36 Purchase Price Allocations for Acquisitions HTML 116K
(Details)
51: R37 Pro Forma Effect of Businesses Acquired (Details) HTML 100K
52: R38 Financial Statement Information - Additional HTML 117K
Information (Details)
53: R39 Financial Statement Information Schedule of HTML 50K
Inventory (Details)
54: R40 Financial Statement Information Schedule of HTML 29K
Property and Equipment (Details)
55: R41 Changes in Carrying Amount of Goodwill (Details) HTML 46K
56: R42 Components of Other Intangibles (Details) HTML 44K
57: R43 Financial Statement Information Components of HTML 50K
Other Intangibles Acquired as part of a Business
Combination (Details)
58: R44 Changes in Warranty Reserve (Details) HTML 33K
59: R45 Financial Statement Information Impact to HTML 64K
quarterly financial statements as result of
adoption of ASU 2016-09 (Details)
60: R46 Restructuring and Acquisition Related Expenses - HTML 43K
Additional Information (Details)
61: R47 Stock-Based Compensation - Additional Information HTML 54K
(Details)
62: R48 Stock-Based Compensation Schedule of Unvested HTML 57K
Restricted Stock Units Activity (Details)
63: R49 Stock-Based Compensation Schedule of Stock Option HTML 69K
Activity (Details)
64: R50 Schedule of Pre-Tax Stock-Based Compensation HTML 35K
Expense (Details)
65: R51 Computation of Earnings Per Share (Details) HTML 55K
66: R52 Schedule of Antidilutive Securities Excluded from HTML 35K
Computation of Diluted Earnings Per Share
(Details)
67: R53 Accumulated Other Comprehensive Income (Loss) HTML 31K
Additional Information (Details)
68: R54 Accumulated Other Comprehensive Income (Loss) HTML 67K
Schedule of Accumulated Other Comprehensive Income
(Loss) (Details)
69: R55 Schedule of Long-Term Obligations (Parenthetical) HTML 31K
(Details)
70: R56 Schedule of Long-Term Obligations (Details) HTML 82K
71: R57 Long-Term Obligations - Additional Information HTML 138K
(Details)
72: R58 Derivative Instruments and Hedging Activities - HTML 28K
Additional Information (Details)
73: R59 Schedule of Cash Flow Hedges (Details) HTML 58K
74: R60 Fair Value Measurements - Additional Information HTML 52K
(Details)
75: R61 Financial Assets and Liabilities Measured at Fair HTML 52K
Value on a Recurring Basis (Details)
76: R62 Changes in Fair Value of Contingent Consideration HTML 35K
Obligations (Details)
77: R63 Future Minimum Lease Commitments (Details) HTML 47K
78: R64 Income Taxes Income Taxes - Additional Information HTML 47K
(Details)
79: R65 Segment and Geographic Information - Additional HTML 32K
Information (Details)
80: R66 Schedule of Financial Performance by Reportable HTML 61K
Segment (Details)
81: R67 Reconciliation Of Segment EBITDA To Net Income HTML 63K
(Details)
82: R68 Schedule of Capital Expenditures by Reportable HTML 38K
Segment (Details)
83: R69 Schedule of Assets by Reportable Segment (Details) HTML 50K
84: R70 Schedule of Revenue by Geographic Area (Details) HTML 36K
85: R71 Schedule of Tangible Long-Lived Assets by HTML 35K
Geographic Area (Details)
86: R72 Schedule of Revenue by Product Category (Details) HTML 38K
87: R73 Condensed Consolidating Balance Sheets (Details) HTML 159K
88: R74 Condensed Consolidating Statements of Income HTML 134K
(Details)
89: R75 Condensed Consolidating Statements of HTML 72K
Comprehensive Income (Details)
90: R76 Condensed Consolidating Statements of Cash Flows HTML 160K
(Details)
92: XML IDEA XML File -- Filing Summary XML 164K
91: EXCEL IDEA Workbook of Financial Reports XLSX 125K
9: EX-101.INS XBRL Instance -- lkq-20160930 XML 6.23M
11: EX-101.CAL XBRL Calculations -- lkq-20160930_cal XML 286K
12: EX-101.DEF XBRL Definitions -- lkq-20160930_def XML 972K
13: EX-101.LAB XBRL Labels -- lkq-20160930_lab XML 1.74M
14: EX-101.PRE XBRL Presentations -- lkq-20160930_pre XML 1.29M
10: EX-101.SCH XBRL Schema -- lkq-20160930 XSD 206K
93: ZIP XBRL Zipped Folder -- 0001065696-16-000142-xbrl Zip 396K
‘EX-4.2’ — Instrument Defining the Rights of Security Holders
Re: Supplemental Indenture - LKQ Italia Bondco S.p.A. 3.875% Senior Notes due 2024
Dear Sirs,
as
discussed, please find below our proposal regarding the Supplemental Indenture (the “Proposal”).
* * *
Exhibit 4.2
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 9, 2016, among the parties identified on Schedule 1 attached
hereto (each a "Guaranteeing Subsidiary") each of which is a direct or indirect subsidiary of LKQ Corporation, a Delaware corporation (“Parent”), LKQ Italia Bondco S.p.A., a joint stock company (società per azioni) organized under the laws of the Republic of Italy and a subsidiary of Parent (the “Issuer”), and BNP Paribas Trust Corporation UK Limited, as trustee under the Indenture referred to herein (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture,
dated as of April 14, 2016 (the “Indenture”), providing for the issuance of the Issuer’s 3.875% Senior Notes due 2024 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s payment obligations under the Notes and the Indenture
on the terms and conditions set forth herein (the “Note Guarantee”); and
WHEREAS, pursuant to Section 8.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article Ten thereof.
4. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator member of the Board of Directors or holder of Capital Stock of the Issuer or of any Guarantor, as such, shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, this Supplemental Indenture
or the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability.
5. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Exhibit 4.2
6. EFFECT OF HEADINGS. The Section headings herein
are for convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Issuer.
8. GENERAL PROVISIONS. This Supplement Indenture to be entered by exchange of correspondence. Should a “Caso d’uso”, or an “Enunciazione” or a voluntary registration be triggered after the date hereof, then the relevant applicable
registration tax shall be entirely borne by the party that has triggered the “Caso d’uso” or “Enunciazione” or voluntary registration.
[Remainder of Page Intentionally Blank]
Exhibit 4.2
Schedule 1
LKQ Glass 2 Inc.
PGW Holdings, LLC
Pittsburgh Glass Works, LLC
PGW Auto Glass, LLC
KPGW Canadian Holdco, LLC
KPGW
European Holdco, LLC
Exhibit 4.2
* * *
If you agree with the foregoing, please send us a copy of this letter agreement, signed by a duly authorized representative as irrevocable and unconditional acceptance of the Proposal.
