10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________ 

FORM 10-Q

________________________ 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2013

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from              to

Commission File Number: 000-50404

________________________ 

LKQ CORPORATION

(Exact name of registrant as specified in its charter)

________________________ 

DELAWARE	36-4215970
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
500 WEST MADISON STREET, SUITE 2800, CHICAGO, IL	60661
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (312) 621-1950

________________________ 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

At July 26, 2013, the registrant had issued and outstanding an aggregate of 300,119,760 shares of Common Stock.

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

LKQ CORPORATION AND SUBSIDIARIES

Unaudited Consolidated Condensed Balance Sheets

(In thousands, except share and per share data)

	June 30, 2013			December 31, 2012
Assets
Current Assets:
Cash and equivalents	$	161,590		$	59,770
Receivables, net	413,215			311,808
Inventory	972,926			900,803
Deferred income taxes	53,328			53,485
Prepaid income taxes	11,885			29,537
Prepaid expenses and other current assets	45,546			28,948
Total Current Assets	1,658,490			1,384,351
Property and Equipment, net	515,353			494,379
Intangible Assets:
Goodwill	1,826,128			1,690,284
Other intangibles, net	148,771			106,715
Other Assets	69,573			47,727
Total Assets	$	4,218,315		$	3,723,456
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	263,565		$	219,335
Accrued expenses:
Accrued payroll-related liabilities	46,083			44,400
Other accrued expenses	117,772			90,422
Income taxes payable	9,756			2,748
Contingent consideration liabilities	44,584			42,255
Other current liabilities	12,388			17,068
Current portion of long-term obligations	64,962			71,716
Total Current Liabilities	559,110			487,944
Long-Term Obligations, Excluding Current Portion	1,311,519			1,046,762
Deferred Income Taxes	118,044			102,275
Contingent Consideration Liabilities	4,889			47,754
Other Noncurrent Liabilities	87,100			74,627
Commitments and Contingencies
Stockholders’ Equity:
Common stock, $0.01 par value, 1,000,000,000 and 500,000,000 shares authorized, 299,798,228 and 297,810,896 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively	2,998			2,978
Additional paid-in capital	982,386			950,338
Retained earnings	1,170,333			1,010,019
Accumulated other comprehensive (loss) income	(18,064		)	759
Total Stockholders’ Equity	2,137,653			1,964,094
Total Liabilities and Stockholders’ Equity	$	4,218,315		$	3,723,456

See notes to unaudited consolidated condensed financial statements.

2

LKQ CORPORATION AND SUBSIDIARIES

Unaudited Consolidated Condensed Statements of Income

(In thousands, except per share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Revenue	$	1,251,748		$	1,006,531		$	2,447,745		$	2,038,308
Cost of goods sold	741,875			584,600			1,435,923			1,168,994
Gross margin	509,873			421,931			1,011,822			869,314
Facility and warehouse expenses	102,885			82,192			203,131			167,300
Distribution expenses	106,583			91,926			210,440			183,739
Selling, general and administrative expenses	146,012			121,698			283,068			243,412
Restructuring and acquisition related expenses	3,680			2,195			5,185			2,442
Depreciation and amortization	19,335			15,353			37,032			30,246
Operating income	131,378			108,567			272,966			242,175
Other expense (income):
Interest expense, net	12,492			7,356			21,087			14,723
Loss on debt extinguishment	2,795			—			2,795			—
Change in fair value of contingent consideration liabilities	230			1,240			1,053			(105		)
Other income, net	(577		)	(1,228		)	(175		)	(1,739		)
Total other expense, net	14,940			7,368			24,760			12,879
Income before provision for income taxes	116,438			101,199			248,206			229,296
Provision for income taxes	40,716			37,201			87,892			84,307
Net income	$	75,722		$	63,998		$	160,314		$	144,989
Earnings per share:
Basic	$	0.25		$	0.22		$	0.54		$	0.49
Diluted	$	0.25		$	0.21		$	0.53		$	0.48

Unaudited Consolidated Condensed Statements of Comprehensive (Loss) Income

(In thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Net income	$	75,722		$	63,998		$	160,314		$	144,989
Other comprehensive (loss) income, net of tax:
Foreign currency translation	(3,204		)	(6,171		)	(22,184		)	2,336
Net change in unrecognized gains (losses) on derivative instruments, net of tax	2,629			(3,341		)	3,361			(2,991		)
Total other comprehensive loss	(575		)	(9,512		)	(18,823		)	(655		)
Total comprehensive income	$	75,147		$	54,486		$	141,491		$	144,334

See notes to unaudited consolidated condensed financial statements.

3

LKQ CORPORATION AND SUBSIDIARIES

Unaudited Consolidated Condensed Statements of Cash Flows

(In thousands)

	Six Months Ended
	June 30,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	160,314		$	144,989
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	39,711			33,446
Stock-based compensation expense	10,562			7,978
Excess tax benefit from stock-based payments	(10,902		)	(7,219		)
Other	6,126			1,369
Changes in operating assets and liabilities, net of effects from acquisitions:
Receivables	(50,320		)	(22,662		)
Inventory	(6,227		)	(30,763		)
Prepaid income taxes/income taxes payable	34,521			13,728
Accounts payable	14,361			3,802
Other operating assets and liabilities	11,344			(23,656		)
Net cash provided by operating activities	209,490			121,012
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(40,151		)	(41,615		)
Proceeds from sales of property and equipment	1,251			472
Cash used in acquisitions, net of cash acquired	(308,579		)	(120,315		)
Net cash used in investing activities	(347,479		)	(161,458		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	10,604			10,112
Excess tax benefit from stock-based payments	10,902			7,219
Debt issuance costs	(16,521		)	—
Proceeds from issuance of senior notes	600,000			—
Borrowings under revolving credit facility	353,408			331,342
Repayments under revolving credit facility	(708,060		)	(484,851		)
Borrowings under term loans	35,000			200,000
Repayments under term loans	(5,625		)	(8,750		)
Borrowings under receivables securitization facility	1,500			—
Repayments under receivables securitization facility	(1,500		)	—
Payments of other obligations	(38,556		)	(3,611		)
Net cash provided by financing activities	241,152			51,461
Effect of exchange rate changes on cash and equivalents	(1,343		)	91
Net increase in cash and equivalents	101,820			11,106
Cash and equivalents, beginning of period	59,770			48,247
Cash and equivalents, end of period	$	161,590		$	59,353
Supplemental disclosure of cash paid for:
Income taxes, net of refunds	$	53,459		$	70,698
Interest	15,286			13,484
Supplemental disclosure of noncash investing and financing activities:
Notes payable and long-term obligations, including notes issued in connection with business acquisitions	$	7,260		$	7,936
Contingent consideration liabilities	2,650			5,540
Non-cash property and equipment additions	3,407			6,162

See notes to unaudited consolidated condensed financial statements.

4

LKQ CORPORATION AND SUBSIDIARIES

Unaudited Consolidated Condensed Statements of Stockholders’ Equity

(In thousands)

	Common Stock			Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
	Shares Issued	Amount
BALANCE, December 31, 2012	297,811	$	2,978	$	950,338		$	1,010,019	$	759		$	1,964,094
Net income	—	—		—			160,314		—			160,314
Other comprehensive loss	—	—		—			—		(18,823		)	(18,823		)
Restricted stock units vested	345	4		(4		)	—		—			—
Stock-based compensation expense	—	—		10,562			—		—			10,562
Exercise of stock options	1,642	16		10,588			—		—			10,604
Excess tax benefit from stock-based payments	—	—		10,902			—		—			10,902
BALANCE, June 30, 2013	299,798	$	2,998	$	982,386		$	1,170,333	$	(18,064	)	$	2,137,653

See notes to unaudited consolidated condensed financial statements.

5

LKQ CORPORATION AND SUBSIDIARIES

Notes to Unaudited Consolidated Condensed Financial Statements

Note 1. Interim Financial Statements

The unaudited financial statements presented in this report represent the consolidation of LKQ Corporation, a Delaware corporation, and its subsidiaries. LKQ Corporation is a holding company and all operations are conducted by subsidiaries. When the terms "LKQ," "the Company," "we," "us," or "our" are used in this document, those terms refer to LKQ Corporation and its consolidated subsidiaries.

We have prepared the accompanying unaudited consolidated condensed financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to interim financial statements. Accordingly, certain information related to our significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These unaudited consolidated condensed financial statements reflect, in the opinion of management, all material adjustments (which include only normal recurring adjustments) necessary to fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented.

During the third quarter of 2012, our Board of Directors approved a two-for-one split of our common stock. The stock split was completed in the form of a stock dividend that was issued on September 18, 2012 to stockholders of record at the close of business on August 28, 2012. The stock began trading on a split adjusted basis on September 19, 2012. The Company’s historical share and per share information within this Quarterly Report on Form 10-Q has been retroactively adjusted to give effect to this stock split.

During the 2013 Annual Meeting of Stockholders in May 2013, our stockholders approved an amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock from 500 million to 1 billion. The increased number of authorized shares is reflected on our Unaudited Consolidated Condensed Balance Sheet as of June 30, 2013.

Operating results for interim periods are not necessarily indicative of the results that can be expected for any subsequent interim period or for a full year. These interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our most recent Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on March 1, 2013.

Note 2. Financial Statement Information

Revenue Recognition

The majority of our revenue is derived from the sale of vehicle parts. Revenue is recognized when the products are shipped or delivered to, or picked up by, customers, and title has transferred, subject to an allowance for estimated returns, discounts and allowances that we estimate based upon historical information. We recorded a reserve for estimated returns, discounts and allowances of $28.9 million and $24.7 million at June 30, 2013 and December 31, 2012, respectively. We present taxes assessed by governmental authorities collected from customers on a net basis. Therefore, the taxes are excluded from revenue on our Unaudited Consolidated Condensed Statements of Income and are shown as a current liability on our Unaudited Consolidated Condensed Balance Sheets until remitted. We recognize revenue from the sale of scrap, cores and other metals when title has transferred, which typically occurs upon delivery to the customer.

Receivables

We recorded a reserve for uncollectible accounts of $11.9 million and $9.5 million at June 30, 2013 and December 31, 2012, respectively.

Inventory

Inventory consists of the following (in thousands):

	June 30, 2013		December 31, 2012
Aftermarket and refurbished products	$	598,939	$	523,677
Salvage and remanufactured products	373,987		377,126
	$	972,926	$	900,803

6

Intangible Assets

Intangible assets consist primarily of goodwill (the cost of purchased businesses in excess of the fair value of the identifiable net assets acquired) and other specifically identifiable intangible assets, such as trade names, trademarks, customer relationships and covenants not to compete.

The change in the carrying amount of goodwill by reportable segment during the six months ended June 30, 2013 is as follows (in thousands):

	North America			Europe			Total
Balance as of January 1, 2013	$	1,339,831		$	350,453		$	1,690,284
Business acquisitions and adjustments to previously recorded goodwill	15,708			149,524			165,232
Exchange rate effects	(6,774		)	(22,614		)	(29,388		)
Balance as of June 30, 2013	$	1,348,765		$	477,363		$	1,826,128

The components of other intangibles are as follows (in thousands):

	June 30, 2013							December 31, 2012
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Trade names and trademarks	$	140,527	$	(24,332	)	$	116,195	$	118,422	$	(21,599	)	$	96,823
Customer relationships	39,378		(8,583		)	30,795		14,426		(6,642		)	7,784
Covenants not to compete	3,687		(1,906		)	1,781		3,654		(1,546		)	2,108
	$	183,592	$	(34,821	)	$	148,771	$	136,502	$	(29,787	)	$	106,715

During the six months endedJune 30, 2013, we recorded $24.7 million of trade names and $25.3 million of customer relationships for our acquisition of Sator Beheer B.V. ("Sator") as discussed in Note 9, "Business Combinations." Trade names and trademarks are amortized over a useful life ranging from 10 to 30 years on a straight-line basis. Customer relationships are amortized over the expected period to be benefited (5 to 15 years) on either a straight-line or accelerated basis. Covenants not to compete are amortized over the lives of the respective agreements, which range from one to five years, on a straight-line basis. Amortization expense for intangibles was $5.3 million and $4.2 million during the six month periods ended June 30, 2013 and 2012, respectively. Estimated amortization expense for each of the five years in the period ending December 31, 2017 is $12.1 million, $12.9 million, $11.7 million, $10.4 million and $9.6 million, respectively.

Depreciation Expense

Included in Cost of Goods Sold on the Unaudited Consolidated Condensed Statements of Income is depreciation expense associated with our refurbishing, remanufacturing, and furnace operations and our distribution centers.

Warranty Reserve

Some of our salvage mechanical products are sold with a standard six month warranty against defects. Additionally, some of our remanufactured engines are sold with a standard three year warranty against defects. We also provide a limited lifetime warranty for certain of our aftermarket products. We record the estimated warranty costs at the time of sale using historical warranty claim information to project future warranty claims activity. The changes in the warranty reserve during the six month period ended June 30, 2013 were as follows (in thousands):

Balance as of January 1, 2013	$	10,574
Warranty expense	15,028
Warranty claims	(14,180		)
Balance as of June 30, 2013	$	11,422

For an additional fee, we also sell extended warranty contracts for certain mechanical products. The expense related to extended warranty claims is recognized when the claim is made.

7

Recent Accounting Pronouncements

Effective January 1, 2013, we adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." This update requires disclosure of amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. The update does not change the items reported in other comprehensive income or when an item of other comprehensive income is reclassified to net income. As this guidance only revises the presentation and disclosures related to the reclassification of items out of accumulated other comprehensive income, the adoption of this guidance did not affect our financial position, results of operations or cash flows. See Note 12, "Accumulated Other Comprehensive Income (Loss)" for the additional required disclosures.

Note 3. Equity Incentive Plans

In order to attract and retain employees, non-employee directors, consultants, and other persons associated with us, we may grant qualified and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs"), performance shares and performance units under the LKQ Corporation 1998 Equity Incentive Plan (the "Equity Incentive Plan").

Our RSUs, stock options, and restricted stock vest over periods ranging from one to five years. Vesting of the awards is subject to a continued service condition. Each RSU converts into one share of LKQ common stock on the applicable vesting date. Shares of restricted stock may not be sold, pledged or otherwise transferred until they vest. Stock options expire ten years from the date they are granted. We expect to issue new shares of common stock to cover past and future equity grants.

In March 2013, the Compensation Committee approved the cancellation of 671,400 unvested RSUs held by our executive officers and approved the issuance of 946,800 RSUs containing both a performance-based vesting condition and a time-based vesting condition.  Of the 946,800 RSUs, 671,400 were granted as a replacement of the canceled RSUs and include a performance-based condition that the Company reports positive diluted earnings per share, subject to certain adjustments, during the year ended December 31, 2013.  In addition, these RSUs retain the same remaining time-based vesting conditions as the canceled RSUs (vesting in equal tranches each six months beginning July 2013 through either January 2016 or January 2017).  The remaining 275,400 RSUs granted in March 2013 include a performance-based condition that the Company reports positive diluted earnings per share, subject to certain adjustments, during any fiscal year period within five years following the grant date.  In addition, these RSUs include a time-based vesting condition, vesting in equal tranches each six months beginning July 2013 through January 2016.

In all cases, both conditions must be met before any RSUs vest. If the applicable performance-based condition of an RSU is not met, the RSU is forfeited.  If and when the performance-based condition is met, all applicable RSUs that had previously met the time-based vesting condition will vest immediately and the remaining RSUs will vest according to the remaining schedule of the time-based condition. 

A summary of transactions in our stock-based compensation plans for the six months ended June 30, 2013 is as follows:

	Shares Available For Grant		RSUs				Stock Options				Restricted Stock
			Number Outstanding		Weighted- Average Grant Date Fair Value		Number Outstanding		Weighted- Average Exercise Price		Number Outstanding		Weighted- Average Grant Date Fair Value
Balance, January 1, 2013	14,643,932		2,351,362		$	14.02	9,355,070		$	6.90	116,000		$	9.47
Granted	(923,312	)	923,312		22.17		—		—		—		—
Exercised	—		—		—		(1,641,974	)	6.46		—		—
Vested	—		(345,358	)	14.38		—		—		(86,000	)	9.54
Canceled	138,022		(70,242	)	15.80		(67,780	)	8.69		—		—
Balance, June 30, 2013	13,858,642		2,859,074		$	16.57	7,645,316		$	6.98	30,000		$	9.30

The RSUs containing a performance-based vesting condition that were granted in replacement of canceled RSUs were accounted for as a modification of the original awards, and therefore are not reflected as grants or cancellations in the table above.

8

The fair value of RSUs is based on the market price of LKQ stock on the grant date. When estimating forfeitures, we consider voluntary and involuntary termination behavior as well as analysis of historical forfeitures. For valuing RSUs granted during the six month period ended June 30, 2013, we used forfeiture rates of 10% for grants to employees and 0% for grants to non-employee directors and executive officers. The fair value of RSUs that vested during the six months ended June 30, 2013 was approximately $7.9 million.

For the 2013 RSU grants that contain both a performance-based vesting condition and a time-based vesting condition, we recognize compensation expense under the accelerated attribution method, where expense is recognized over the requisite service period for each separate vesting tranche of the award. For the RSUs that were canceled and replaced, the fair values of the RSUs immediately before and after the modification were the same. As a result, there was no charge recorded in the six months endedJune 30, 2013 and the expense for these RSUs was continued at the grant date fair value. During the three and six months endedJune 30, 2013, we recognized $2.3 million and $3.7 million, respectively, of stock-based compensation expense related to the RSUs containing a performance-based vesting condition. For all other awards, which are subject to only a time-based vesting condition, we recognize compensation expense on a straight-line basis over the requisite service period of the entire award.

The components of pre-tax stock-based compensation expense are as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
RSUs	$	4,443	$	2,019	$	8,115	$	4,083
Stock options	1,124		1,721		2,333		3,442
Restricted stock	46		228		114		453
Total stock-based compensation expense	$	5,613	$	3,968	$	10,562	$	7,978

The following table sets forth the classification of total stock-based compensation expense included in our Unaudited Consolidated Condensed Statements of Income (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Cost of goods sold	$	98		$	96		$	196		$	199
Facility and warehouse expenses	687			609			1,371			1,303
Selling, general and administrative expenses	4,828			3,263			8,995			6,476
	5,613			3,968			10,562			7,978
Income tax benefit	(2,189		)	(1,548		)	(4,119		)	(3,112		)
Total stock-based compensation expense, net of tax	$	3,424		$	2,420		$	6,443		$	4,866

We have not capitalized any stock-based compensation costs during either of the six month periods ended June 30, 2013 or 2012.

As of June 30, 2013, unrecognized compensation expense related to unvested RSUs, stock options and restricted stock is expected to be recognized as follows (in thousands):

	RSUs		Stock Options		Restricted Stock		Total
Remainder of 2013	$	8,976	$	2,247	$	94	$	11,317
2014	12,867		3,007		139		16,013
2015	9,417		75		—		9,492
2016	5,669		—		—		5,669
2017	2,571		—		—		2,571
2018	96		—		—		96
Total unrecognized compensation expense	$	39,596	$	5,329	$	233	$	45,158

Our stock-based compensation expense for the remainder of 2013 related to the RSUs containing a performance-based vesting condition is expected to be $4.6 million.

9

Note 4. Long-Term Obligations

Long-Term Obligations consist of the following (in thousands):

	June 30, 2013			December 31, 2012
Senior secured credit agreement:
Term loans payable	$	450,000		$	420,625
Revolving credit facility	183,245			553,964
Senior notes	600,000			—
Receivables securitization facility	80,000			80,000
Notes payable through October 2018 at weighted average interest rates of 1.7%	43,577			42,398
Other long-term debt at weighted average interest rates of 3.4% and 3.3%, respectively	19,659			21,491
	1,376,481			1,118,478
Less current maturities	(64,962		)	(71,716		)
	$	1,311,519		$	1,046,762

Senior Secured Credit Agreement

On May 3, 2013, we entered into an amended and restated credit agreement (the "Credit Agreement") with the several lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, Bank of America N.A., as syndication agent, The Bank of Tokyo-Mitsubishi UFJ, LTD and RBS Citizens, N.A., as co-documentation agents, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of Tokyo-Mitsubishi UFJ, LTD and RBS Citizens, N.A., as joint lead arrangers and joint bookrunners. The Credit Agreement retains many of the terms of the Company's amended and restated credit agreement dated September 30, 2011 (the "Original Credit Agreement") while also modifying certain terms to (1) extend the maturity date by approximately two years to May 3, 2018; (2) increase the total availability under the Credit Agreement from $1.4 billion to $1.8 billion (composed of $1.2 billion in the revolving credit facility's multicurrency component, $150 million in the revolving credit facility's US dollar component, and $450 million of term loans; (3) increase the amount of letters of credit that may be issued under the revolving credit facility to $150 million from $125 million; (4) raise the amount of swing line loans available under the revolving credit facility to $50 million from $25 million; (5) increase the maximum net leverage ratio covenant; (6) add certain subsidiaries as additional borrowers under the revolving credit facility; and (7) make other immaterial or clarifying modifications and amendments to the terms of the Original Credit Agreement. The Credit Agreement allows the Company to increase the amount of the revolving credit facility or obtain incremental term loans up to the greater of $400 million or the amount that may be borrowed while maintaining a senior secured leverage ratio of less than or equal to 2.50 to 1.00, subject to the agreement of the lenders. The proceeds of the Credit Agreement were used to repay amounts outstanding under the Original Credit Agreement, to pay fees related to the amendment and restatement and for general corporate purposes.    

Amounts under the revolving credit facility are due and payable upon maturity of the Credit Agreement on May 3, 2018. Amounts under the initial and additional term borrowings are due and payable in quarterly installments equal to 1.25% of the original principal amount beginning on September 30, 2013, with the remaining balance due and payable on the maturity date of the Credit Agreement. We are required to prepay the term loan by amounts equal to proceeds from the sale or disposition of certain assets if the proceeds are not reinvested within twelve months. We also have the option to prepay outstanding amounts under the Credit Agreement without penalty.    

The Credit Agreement contains customary representations and warranties, and contains customary covenants that provide limitations and conditions on our ability to enter into certain transactions. The Credit Agreement also contains financial and affirmative covenants under which we (i) may not exceed a maximum net leverage ratio of 3.50 to 1.00 (an increase from 3.00 to 1.00 under the Original Credit Agreement), except in connection with permitted acquisitions with aggregate consideration in excess of $200 million during any period of four consecutive fiscal quarters in which case the maximum net leverage ratio may increase to 4.00 to 1.00 for the subsequent four fiscal quarters (an increase from 3.50 to 1.00 under the Original Credit Agreement) and (ii) are required to maintain a minimum interest coverage ratio of 3.00 to 1.00. We were in compliance with all restrictive covenants under the Credit Agreement and the Original Credit Agreement as of June 30, 2013 and December 31, 2012, respectively.

Borrowings under the Credit Agreement bear interest at variable rates, which depend on the currency and duration of the borrowing elected, plus an applicable margin. The applicable margin is subject to change in increments of 0.25% depending

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on our net leverage ratio. Interest payments are due on the last day of the selected interest period or quarterly in arrears depending on the type of borrowing. Including the effect of the interest rate swap agreements described in Note 5, "Derivative Instruments and Hedging Activities," the weighted average interest rates on borrowings outstanding against the Credit Agreement at June 30, 2013 and December 31, 2012 were 3.07% and 2.85%, respectively. We also pay a commitment fee based on the average daily unused amount of the revolving credit facility. The commitment fee is subject to change in increments of 0.05% depending on our net leverage ratio. In addition, we pay a participation commission on outstanding letters of credit at an applicable rate based on our net leverage ratio, as well as a fronting fee of 0.125% to the issuing bank, which are due quarterly in arrears. Borrowings under the Credit Agreement totaled $633.2 million and $974.6 million at June 30, 2013 and December 31, 2012, respectively, of which $22.5 million and $31.9 million were classified as current maturities, respectively. As of June 30, 2013, there were letters of credit outstanding in the aggregate amount of $54.4 million. The amounts available under the revolving credit facility are reduced by the amounts outstanding under letters of credit, and thus availability on the revolving credit facility at June 30, 2013 was $1.1 billion.

Related to the execution of the Credit Agreement, we incurred $7.1 million of fees, of which $6.0 million were capitalized within Other Assets on our Unaudited Consolidated Condensed Balance Sheet and are amortized over the term of the agreement. The remaining $1.1 million of fees were expensed, together with $1.7 million of capitalized debt issuance costs related to the Original Credit Agreement, as a loss on debt extinguishment in our Unaudited Consolidated Condensed Statements of Income for the three and six months ended June 30, 2013.

Senior Notes

On May 9, 2013, we completed an offering of $600 million aggregate principal amount of senior notes due May 15, 2023 (the "Notes") in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The proceeds from the offering were used to repay revolver borrowings under our senior secured credit agreement, including amounts borrowed to finance our acquisition of Sator in May 2013 as discussed further in Note 9, "Business Combinations," to pay related fees and expenses, and for general corporate purposes. The Notes are governed by the Indenture dated as of May 9, 2013 among LKQ Corporation, certain of our subsidiaries (the "Guarantors") and U.S. Bank National Association, as trustee.

The Notes bear interest at a rate of 4.75% per year from the date of original issuance or from the most recent payment date on which interest has been paid or provided for. Interest on the Notes is payable in arrears on May 15 and November 15 of each year, beginning on November 15, 2013. The Notes are fully and unconditionally guaranteed by the Guarantors.

The Notes and the guarantees will be our and each Guarantor's senior unsecured obligations and will be subordinated to all of the Guarantors' existing and future secured debt to the extent of the assets securing that secured debt. In addition, the Notes will be effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the Notes to the extent of the assets of those subsidiaries.

The Notes will be redeemable, in whole or in part, at any time on or after May 15, 2018 on the redemption dates and at the respective redemption prices specified in the Indenture. In addition, we may redeem up to 35% of the notes before May 15, 2016 with the net cash proceeds from certain equity offerings. We may also redeem some or all of the notes before May 15, 2018 at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date, plus a "make whole" premium. We may be required to make an offer to purchase the notes upon the sale of certain assets, subject to certain exceptions, and upon a change of control.

In connection with the sale of the Notes, the Company entered into a Registration Rights Agreement dated as of May 9, 2013 (the "Registration Rights Agreement") with the Guarantors and the representative of the initial purchasers of the Notes identified therein. Under the Registration Rights Agreement, the Company and the Guarantors have agreed to (i) file an exchange offer registration statement to exchange the Notes for a new issue of debt securities registered under the Securities Act of 1933, with terms substantially identical to those of the Notes (except that the exchange notes will not contain terms with respect to additional interest, registration rights, or certain transfer restrictions); (ii) use their commercially reasonable efforts to consummate the exchange offer within 365 days after the issue date of the Notes; and (iii) in certain circumstances, file a shelf registration statement for the resale of the Notes. If the Company and the Guarantors fail to consummate the exchange offer within 365 days of the issue date of the Notes or otherwise fail to satisfy their registration obligations under the Registration Rights Agreement, then the annual interest rate on the Notes will increase by 0.25% per annum and by an additional 0.25% per annum for each subsequent 90-day period during which the registration default continues, up to a maximum additional interest rate of 1.0% per annum.

Fees incurred related to the offering of the Notes totaling $9.4 million were capitalized within Other Assets on our Unaudited Consolidated Condensed Balance Sheet and are amortized over the term of the Notes.

Receivables Securitization Facility

On September 28, 2012, we entered into a three year receivables securitization facility with The Bank of Tokyo-Mitsubishi UFJ, Ltd. ("BTMU"), as Administrative Agent. Under the facility, LKQ sells an ownership interest in certain

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receivables, related collections and security interests to BTMU for the benefit of conduit investors and/or financial institutions for up to $80 million in cash proceeds. Upon payment of the receivables by customers, rather than remitting to BTMU the amounts collected, LKQ retains such collections as proceeds for the sale of new receivables generated by certain of the ongoing operations of the Company.     

The sale of the ownership interest in the receivables is accounted for as a secured borrowing in our Unaudited Consolidated Condensed Balance Sheets, under which the receivables included in the program collateralize the amounts invested by BTMU and the conduit investors and/or financial institutions. The receivables are held by LKQ Receivables Finance Company, LLC ("LRFC"), a wholly owned bankruptcy-remote special purpose subsidiary of LKQ, and therefore, the receivables are available first to satisfy the creditors of LRFC, including the investors. As of June 30, 2013 and December 31, 2012, $117.9 million and $116.9 million, respectively, of net receivables were collateral for the investment under the receivables facility.

Under the receivables facility, we pay variable interest rates plus a margin on the outstanding amounts invested by the Purchasers. The variable rates are based on (i) commercial paper rates, (ii) the London InterBank Offered Rate ("LIBOR") plus 1.25%, or (iii) base rates, and are payable monthly in arrears. Commercial paper rates will be the applicable variable rate unless conduit investors are not available to invest in the receivables at commercial paper rates. In such case, financial institutions will invest at the LIBOR rate plus 1.25% or at base rates. We also pay a commitment fee on the excess of the investment maximum over the average daily outstanding investment, payable monthly in arrears. As of June 30, 2013 and December 31, 2012, the interest rate under the receivables facility was based on commercial paper rates and was 1.01% and 1.05%, respectively. The outstanding balance of $80.0 million as of both June 30, 2013 and December 31, 2012 was classified as long-term on the Unaudited Consolidated Condensed Balance Sheets because we have the ability and intent to refinance these borrowings on a long-term basis.

Note 5. Derivative Instruments and Hedging Activities

We are exposed to market risks, including the effect of changes in interest rates, foreign currency exchange rates and commodity prices. Under our current policies, we use derivatives to manage our exposure to variable interest rates on our senior secured debt, changing foreign exchange rates for certain foreign currency denominated transactions, and changes in metals prices. We do not hold or issue derivatives for trading purposes.

Cash Flow Hedges

At June 30, 2013, we had interest rate swap agreements in place to hedge a portion of the variable interest rate risk on our variable rate borrowings under our credit agreement, with the objective of minimizing the impact of interest rate fluctuations and stabilizing cash flows. Under the terms of the interest rate swap agreements, we pay the fixed interest rate and have received and will receive payment at a variable rate of interest based on LIBOR or the Canadian Dealer Offered Rate ("CDOR") for the respective currency of each interest rate swap agreement's notional amount. The effective portion of changes in the fair value of the interest rate swap agreements is recorded in Accumulated Other Comprehensive Income (Loss) and is reclassified to interest expense when the underlying interest payment has an impact on earnings. The ineffective portion of changes in the fair value of the interest rate swap agreements is reported in interest expense. Our interest rate swap contracts have maturity dates ranging from 2013 through 2016.

Beginning in the second quarter of 2013, we hold foreign currency forward contracts related to certain foreign currency denominated intercompany transactions, with the objective of minimizing the impact of changing exchange rates on the future cash flows, as well as minimizing the impact of fluctuating exchange rates on our results of operations through the respective dates of settlement. Under the terms of the foreign currency forward contracts, we will sell euros and pounds sterling in exchange for U.S. dollars at a fixed rate on the maturity dates of the contracts. The effective portion of the changes in fair value of the foreign currency forward contracts is recorded in Accumulated Other Comprehensive Income (Loss) and reclassified to other income (expense) when the underlying transaction has an impact on earnings. These foreign currency forward contracts expire in 2014.

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The following table summarizes the notional amounts and fair values of our designated cash flow hedges as of June 30, 2013 and December 31, 2012 (in thousands):

	Notional Amount				Fair Value at June 30, 2013						Fair Value at December 31, 2012
	June 30, 2013		December 31, 2012		Other Assets		Other Accrued Expenses		Other Noncurrent Liabilities		Other Accrued Expenses		Other Noncurrent Liabilities
Interest rate swap agreements
USD denominated	$	420,000	$	520,000	$	—	$	—	$	8,678	$	705	$	12,791
GBP denominated	£	50,000	£	50,000	—		—		1,115		—		2,135
CAD denominated	C$	25,000	C$	25,000	148		—		—		—		12
Foreign currency forward contracts
EUR denominated	€	149,976	—		—		629		—		—		—
GBP denominated	£	70,000	—		—		544		—		—		—
Total cash flow hedges					$	148	$	1,173	$	9,793	$	705	$	14,938

While our derivative instrumentsexecuted with the same counterparty are subject to master netting arrangements, we present our cash flow hedge derivative instruments on a gross basis on our Unaudited Consolidated Condensed Balance Sheets. The impact of netting the fair values of these contracts would not have a material effect on our Unaudited Consolidated Condensed Balance Sheets at June 30, 2013 or December 31, 2012.

The activity related to our cash flow hedges is included in Note 12, "Accumulated Other Comprehensive Income (Loss)." In May 2013, we repaid a portion of our variable rate U.S. dollar denominated credit agreement borrowings with the proceeds of our fixed rate senior notes, which resulted in one of our interest rate swap contracts, which expires in October 2013, no longer being designated as an effective cash flow hedge. As a result, we experienced an immaterial amount of hedge ineffectiveness during the three and six month periods endedJune 30, 2013. Hedge ineffectiveness related to our foreign currency forward contracts was immaterial to our results of operations during the three and six months endedJune 30, 2013. We expect future ineffectiveness related to our cash flow hedges will not have a material effect on our results of operations.

As of June 30, 2013, we estimate that $4.1 million of derivative losses (net of tax) included in Accumulated Other Comprehensive Income (Loss) will be reclassified into our Unaudited Consolidated Condensed Statements of Income within the next 12 months.

Other Derivative Instruments

We hold other short-term derivative instruments, including foreign currency forward contracts and commodity forward contracts, to manage our exposure to variability in exchange rates related to purchases of inventory invoiced in a non-functional currency and to metals prices in certain of our operations. We have elected not to apply hedge accounting for these transactions, and therefore the contracts are adjusted to fair value through our results of operations at each balance sheet date, which could result in volatility in our earnings. The notional amount and fair value of these contracts at June 30, 2013 and December 31, 2012, along with the effect on our results of operations during each of the three and six month periods ended June 30, 2013 and June 30, 2012, were immaterial.

Note 6. Fair Value Measurements

Financial Assets and Liabilities Measured at Fair Value

We use the market and income approaches to value our financial assets and liabilities, and during the six months ended June 30, 2013, there were no significant changes in valuation techniques or inputs related to the financial assets or liabilities that we have historically recorded at fair value. As described in Note 5, "Derivative Instruments and Hedging Activities," in the second quarter of 2013, we entered into several foreign currency forward contracts, which are recorded at fair market value. The tiers in the fair value hierarchy include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation inputs we utilized to determine such fair value as of June 30, 2013 and December 31, 2012 (in thousands):

	Balance as of June 30, 2013		Fair Value Measurements as of June 30, 2013
			Level 1		Level 2		Level 3
Assets:
Cash surrender value of life insurance	$	22,453	$	—	$	22,453	$	—
Interest rate swaps	148				148
Total Assets	$	22,601	$	—	$	22,601	$	—
Liabilities:
Contingent consideration liabilities	$	49,473	$	—	$	—	$	49,473
Deferred compensation liabilities	22,280		—		22,280		—
Interest rate swaps	10,066		—		10,066		—
Foreign currency forward contracts	1,173		—		1,173		—
Total Liabilities	$	82,992	$	—	$	33,519	$	49,473

	Balance as of December 31, 2012		Fair Value Measurements as of December 31, 2012
			Level 1		Level 2		Level 3
Assets:
Cash surrender value of life insurance	$	19,492	$	—	$	19,492	$	—
Total Assets	$	19,492	$	—	$	19,492	$	—
Liabilities:
Contingent consideration liabilities	$	90,009	$	—	$	—	$	90,009
Deferred compensation liabilities	19,843		—		19,843		—
Interest rate swaps	15,643		—		15,643		—
Total Liabilities	$	125,495	$	—	$	35,486	$	90,009

The cash surrender value of life insurance and deferred compensation liabilities are included in Other Assets and Other Noncurrent Liabilities, respectively, on our Unaudited Consolidated Condensed Balance Sheets. The contingent consideration liabilities are classified as separate line items in both current and noncurrent liabilities on our Unaudited Consolidated Condensed Balance Sheets based on the expected timing of the related payments. The balance sheet classification of the interest rate swaps and foreign currency forward contracts is presented in Note 5, "Derivative Instruments and Hedging Activities."

Our Level 2 assets and liabilities are valued using inputs from third parties and market observable data. We obtain valuation data for the cash surrender value of life insurance and deferred compensation liabilities from third party sources, which determine the net asset values for our accounts using quoted market prices, investment allocations and reportable trades. We value our derivative instruments using a third party valuation model that performs a discounted cash flow analysis based on the terms of the contracts and market observable inputs such as current and forward interest rates and current and forward foreign exchange rates.

Our contingent consideration liabilities are related to certain of our business acquisitions as further described in Note 9, "Business Combinations." Under the terms of the contingent consideration agreements, payments may be made at specified future dates depending on the performance of the acquired business subsequent to the acquisition. The liabilities for these payments are classified as Level 3 liabilities because the related fair value measurement, which is determined using an income approach, includes significant inputs not observable in the market. These unobservable inputs include internally-developed assumptions of the probabilities of achieving specified targets, which are used to determine the resulting cash flows and the applicable discount rate. Our Level 3 fair value measurements are established and updated quarterly by our corporate accounting department using current information about these key assumptions, with the input and oversight of our operational and executive management teams. We evaluate the performance of the business during the period compared to our previous expectations, along with any changes to our future projections, and update the estimated cash flows accordingly. In addition, we consider changes to our cost of capital and changes to the probability of achieving the earnout payment targets when updating our discount rate on a quarterly basis.

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The significant unobservable inputs used in the fair value measurements of our Level 3 contingent consideration liabilities were as follows:

Unobservable Input	June 30, 2013 Weighted Average		December 31, 2012 Weighted Average
Probability of achieving payout targets	70.4	%	79.7	%
Discount rate	6.5	%	6.6	%

A significant decrease in the assessed probabilities of achieving the targets or a significant increase in the discount rate, in isolation, would result in a significantly lower fair value measurement. Changes in the values of the liabilities are recorded in Change in Fair Value of Contingent Consideration Liabilities within Other Expense (Income) on our Unaudited Consolidated Condensed Statements of Income.

Changes in the fair value of our contingent consideration liabilities for the three and six months endedJune 30, 2013 and 2012 were as follows (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Beginning balance	$	49,565		$	82,909		$	90,009		$	82,382
Contingent consideration liabilities recorded for business acquisitions	261			5,433			2,650			5,540
Payments	(581		)	—			(38,349		)	(600		)
Loss (gain) included in earnings	230			1,240			1,053			(105		)
Exchange rate effects	(2		)	(1,545		)	(5,890		)	820
Ending balance	$	49,473		$	88,037		$	49,473		$	88,037

The purchase price for our 2011 acquisition of Euro Car Parts Holdings Limited ("ECP") included contingent payments depending on the achievement of certain annual performance targets in 2012 and 2013. The performance target for 2012 was exceeded, and during the three months ended March 31, 2013, we paid £25.0 million, the maximum contingent payment, through a cash payment of $33.9 million (£22.4 million) and the issuance of notes for $3.9 million (£2.6 million). In April 2013, we amended the ECP contingent payment agreement, and as a result, we are obligated to pay Draco Limited, one of the sellers of ECP, approximately £27 million in the first quarter of 2014, which is equal to the maximum payment for Draco Limited's share of the contingent payment agreement for the 2013 performance period. The effect of the amendment did not have a material effect on our financial position or our results of operations, and we believe the amendment will not have a material effect on our future cash flows, as the fair value of the contingent payment liability prior to the amendment was calculated assuming a high probability of achieving the performance targets for the maximum payment. See Note 9, "Business Combinations" for further information on the amendment.

Of the amounts included in earnings for the three and six months endedJune 30, 2013, $1.3 million and $2.1 million of losses, respectively, relate to contingent consideration liabilities outstanding as of June 30, 2013. The amounts included in earnings for the three and six months endedJune 30, 2012 included $0.3 million of losses and $1.0 million of gains, respectively, related to contingent consideration liabilities outstanding as of June 30, 2013. The changes in the fair value of contingent consideration liabilities during the respective periods in 2013 and 2012 are a result of the quarterly assessment of the fair value inputs. The net gain during the six month period ended June 30, 2012 also includes the impact related to the adoption of FASB ASU No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs" (which adoption did not have a material impact).

Financial Assets and Liabilities Not Measured at Fair Value

Our debt is reflected on the Unaudited Consolidated Condensed Balance Sheets at cost. Based on market conditions as of June 30, 2013 and December 31, 2012, the fair value of our credit agreement borrowings reasonably approximated the carrying value of $633 million and $975 million, respectively. In addition, based on market conditions, the fair value of the outstanding borrowings under the receivables facility reasonably approximated the carrying value of $80 million at both June 30, 2013 and December 31, 2012. As of June 30, 2013, the fair value of our senior notes was approximately $576 million compared to a carrying value of $600 million.

The fair value measurements of the borrowings under our credit agreement and receivables facility are classified as Level 2 within the fair value hierarchy since they are determined based upon significant inputs observable in the market including interest rates on recent financing transactions with similar terms and maturities. We estimated the fair value by

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calculating the upfront cash payment a market participant would require at June 30, 2013 to assume these obligations. The fair value of our senior notes, which is determined using quoted market prices in the secondary market, is also classified as Level 2 within the fair value hierarchy because the market for these financial instruments is not considered an active market.

Note 7. Commitments and Contingencies

Operating Leases

We are obligated under noncancelable operating leases for corporate office space, warehouse and distribution facilities, trucks and certain equipment.

The future minimum lease commitments under these leases at June 30, 2013 are as follows (in thousands):

Six months ending December 31, 2013	$	61,194
Years ending December 31:
2014	100,859
2015	89,359
2016	71,307
2017	56,731
2018	44,952
Thereafter	132,250
Future Minimum Lease Payments	$	556,652

Litigation and Related Contingencies

We are a plaintiff in a class action lawsuit against several aftermarket product suppliers. During the three and six month periods endedJune 30, 2012, we recognized gains of $8.4 million and $16.7 million, respectively, resulting from settlements with certain of the defendants. These gains were recorded as a reduction of Cost of Goods Sold on our Unaudited Consolidated Condensed Statements of Income. The class action is still pending against two defendants, the results of which are not expected to be material to our financial position, results of operations or cash flows. If there is a class settlement with (or a favorable judgment entered against) either of the remaining defendants, we will recognize the gain from such settlement or judgment when substantially all uncertainties regarding its timing and amount are resolved and realization is assured.

We also have certain contingencies resulting from litigation, claims and other commitments and are subject to a variety of environmental and pollution control laws and regulations incident to the ordinary course of business. We currently expect that the resolution of such contingencies will not materially affect our financial position, results of operations or cash flows.

Note 8. Earnings Per Share

The following chart sets forth the computation of earnings per share (in thousands, except per share amounts):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Net income	$	75,722	$	63,998	$	160,314	$	144,989
Denominator for basic earnings per share—weighted average shares outstanding	299,159		295,290		298,690		294,784
Effect of dilutive securities:
RSUs	758		440		721		438
Stock options	3,728		4,372		3,865		4,476
Restricted stock	12		50		19		48
Denominator for diluted earnings per share—Adjusted weighted average shares outstanding	303,657		300,152		303,295		299,746
Earnings per share, basic	$	0.25	$	0.22	$	0.54	$	0.49
Earnings per share, diluted	$	0.25	$	0.21	$	0.53	$	0.48

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There were no employee stock-based compensation awards that would have had an antidilutive effect on the computation of diluted earnings per share for the three and six months endedJune 30, 2013 or June 30, 2012.

Note 9. Business Combinations

On May 1, 2013, LKQ Netherlands B.V., a subsidiary of LKQ Corporation, entered into a sale and purchase agreement with H2 Sator B.V., Cooperatieve H2 Sator U.A. and H2 Sator U.A. (collectively the "Sellers") to acquire the shares of Sator, an automotive aftermarket parts distribution company based in the Netherlands, with operations in the Netherlands, Belgium, Luxembourg and Northern France.  With the acquisition of Sator, we expanded our geographic presence in the European automotive aftermarket products market into continental Europe to complement our existing U.K. operations. Total acquisition date fair value of the consideration for the acquisition of Sator was €209.8 million ($272.8 million) of cash, net of cash acquired. We recorded $139.2 million of goodwill related to our acquisition of Sator, which we do not expect will be deductible for income tax purposes. In the period between May 1, 2013 and June 30, 2013, Sator generated approximately $68.8 million of revenue and $5.4 million of operating income.

In addition to our acquisition of Sator, we made nine acquisitions during the six months endedJune 30, 2013, including seven wholesale businesses and a self service operation in North America, and a wholesale business in Europe. Our acquisitions enabled us to expand into new product lines and enter new markets. Total acquisition date fair value of the consideration for these acquisitions was $41.1 million, composed of $35.1 million of cash (net of cash acquired), $2.4 million of notes payable, $1.0 million of other purchase price obligations (non-interest bearing) and $2.7 million for the estimated value of contingent payments to former owners. The maximum amount of the contingent payment is $3.0 million. During the six months ended June 30, 2013, we recorded $26.1 million of goodwill related to the acquisitions excluding Sator and immaterial adjustments to preliminary purchase price allocations related to certain of our 2012 acquisitions. We expect $8.4 million of the $26.1 million of goodwill recorded to be deductible for income tax purposes. In the period between the acquisition dates and June 30, 2013, these acquisitions generated $12.4 million of revenue and $0.5 million of operating income.

The consideration for our 2011 acquisition of ECP included a contingent payment agreement with a potential payment of up to £30 million based on ECP's 2013 results. In April 2013, we entered into an agreement waiving for Draco Limited, one of the sellers of ECP, the condition of ECP achieving the 2013 performance target, subject to the closing of the Sator acquisition.  As a result of the waiver and the closing of the Sator acquisition in May 2013, we are obligated to pay Draco Limited approximately £27 million in the first quarter of 2014, which is equal to the maximum payment for Draco Limited's share of the contingent payment agreement. The waiver of the 2013 performance targets did not have a material impact on our financial position or results of operations, and it is not expected to have a material impact on our cash flows, as the fair value of the contingent payment liability prior to the waiver was calculated assuming a high probability of achieving the performance targets for the maximum payment. We also believe the waiver will improve our flexibility to execute our European strategy.

During the year ended December 31, 2012, we made 30 acquisitions in North America, including 22 wholesale businesses and 8 self service retail operations. These acquisitions enabled us to expand our geographic presence and to enter new markets. Additionally, two of our acquisitions were completed with a goal of improving the recovery from scrap and other metals harvested from the vehicles we purchase: a precious metals refining and reclamation business, which we acquired with the goal of improving the profitability of the precious metals we extract from our recycled vehicle parts; and a scrap metal shredder, which we expect will improve the profitability of the scrap metals recovered from the vehicle hulks in certain of our recycled product operations.

Total acquisition date fair value of the consideration for the 2012 acquisitions was $284.6 million, composed of $261.5 million of cash (net of cash acquired), $16.0 million of notes payable, $1.6 million of other purchase price obligations (non-interest bearing) and $5.5 million of contingent payments to former owners. The contingent consideration arrangements made in connection with our 2012 acquisitions have a maximum potential payout of $6.5 million.

During the year ended December 31, 2012, we recorded $197.6 million of goodwill related to these 30 acquisitions and immaterial adjustments to preliminary purchase price allocations related to certain of our 2011 acquisitions. Of this amount, approximately $157.8 million is expected to be deductible for income tax purposes.

Our acquisitions are accounted for under the purchase method of accounting and are included in our unaudited consolidated condensed financial statements from the dates of acquisition. The purchase prices were allocated to the net assets acquired based upon estimated fair market values at the dates of acquisition. The purchase price allocations for the acquisitions made during the six months ended June 30, 2013 and the last six months of 2012 are preliminary as we are in the process of determining the following: 1) valuation amounts for certain receivables, inventories and fixed assets acquired; 2) valuation amounts for certain intangible assets acquired; 3) the acquisition date fair value of certain liabilities assumed; and 4) the final estimation of the tax basis of the entities acquired. We have recorded preliminary estimates for certain of the items noted above and will record adjustments, if any, to the preliminary amounts upon finalization of the valuations.

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The purchase price allocations for the acquisitions completed during the six months endedJune 30, 2013 and the year ended December 31, 2012 are as follows (in thousands):

	Six Months Ended June 30, 2013									Year Ended
	Sator (Preliminary)			Other Acquisitions (Preliminary)			Total (Preliminary)			December 31, 2012 (Preliminary)
Receivables	$	61,639		$	4,726		$	66,365		$	15,473
Receivable reserves	(8,563		)	(224		)	(8,787		)	(1,459		)
Inventory	71,784			7,095			78,879			62,305
Prepaid expenses and other current assets	7,184			365			7,549			201
Property and equipment	19,484			4,831			24,315			31,930
Goodwill	139,158			26,074			165,232			201,742
Other intangibles	49,978			175			50,153			655
Other assets	2,049			—			2,049			187
Deferred income taxes	(15,222		)	(32		)	(15,254		)	428
Current liabilities assumed	(49,593		)	(1,775		)	(51,368		)	(22,910		)
Debt assumed	—			(124		)	(124		)	(3,989		)
Other noncurrent liabilities assumed	(5,074		)	—			(5,074		)	—
Contingent consideration liabilities	—			(2,650		)	(2,650		)	(5,456		)
Other purchase price obligations	—			(992		)	(992		)	(1,647		)
Notes issued	—			(2,408		)	(2,408		)	(15,990		)
Cash used in acquisitions, net of cash acquired	$	272,824		$	35,061		$	307,885		$	261,470

Included in other noncurrent liabilities recorded for our Sator acquisition is a preliminary estimate for certain pension and other post-retirement obligations we assumed with the acquisition. Due to the immateriality of these plans, we have not provided the detailed disclosures otherwise prescribed by the accounting guidance on pensions and other post-retirement obligations.

The primary reason for our acquisitions made during the six months endedJune 30, 2013 and the year ended December 31, 2012 was to leverage our strategy of becoming a one-stop provider for alternative vehicle replacement products. These acquisitions enabled us to expand our market presence, to widen our product offerings and to enter new markets, including continental Europe through the Sator acquisition. When we identify potential acquisitions, we attempt to target companies with a leading market share, an experienced management team and workforce that provide a fit with our existing operations and strong cash flows. For certain of our acquisitions, we have identified cost savings and synergies as a result of integrating the company with our existing business that provide additional value to the combined entity. In many cases, acquiring companies with these characteristics can result in purchase prices that include a significant amount of goodwill.

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The following pro forma summary presents the effect of the businesses acquired during the six months ended June 30, 2013 as though they had been acquired as of January 1, 2012 and the effect of the businesses acquired during the year ended December 31, 2012 as though they had been acquired as of January 1, 2011. The pro forma adjustments are based upon unaudited financial information of the acquired entities (in thousands, except per share data):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Revenue, as reported	$	1,251,748	$	1,006,531	$	2,447,745	$	2,038,308
Revenue of purchased businesses for the period prior to acquisition:
Sator	31,306		92,401		126,309		186,664
Other acquisitions	4,799		77,515		14,119		170,474
Pro forma revenue	$	1,287,853	$	1,176,447	$	2,588,173	$	2,395,446
Net income, as reported	$	75,722	$	63,998	$	160,314	$	144,989
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments:
Sator	2,764		1,598		5,345		3,277
Other acquisitions	127		3,162		526		9,407
Pro forma net income	$	78,613	$	68,758	$	166,185	$	157,673
Earnings per share-basic, as reported	$	0.25	$	0.22	$	0.54	$	0.49
Effect of purchased businesses for the period prior to acquisition:
Sator	0.01		0.01		0.02		0.01
Other acquisitions	0.00		0.01		0.00		0.03
Pro forma earnings per share-basic (a)	$	0.26	$	0.23	$	0.56	$	0.53
Earnings per share-diluted, as reported	$	0.25	$	0.21	$	0.53	$	0.48
Effect of purchased businesses for the period prior to acquisition:
Sator	0.01		0.01		0.02		0.01
Other acquisitions	0.00		0.01		0.00		0.03
Pro forma earnings per share-diluted (a)	$	0.26	$	0.23	$	0.55	$	0.53

^(a) The sum of the individual earnings per share amounts may not equal the total due to rounding.

Unaudited pro forma supplemental information is based upon accounting estimates and judgments that we believe are reasonable. The unaudited pro forma supplemental information includes the effect of purchase accounting adjustments, such as the adjustment of inventory acquired to net realizable value, adjustments to depreciation on acquired property and equipment, adjustments to rent expense for above or below market leases, adjustments to amortization on acquired intangible assets, adjustments to interest expense, and the related tax effects. Additionally, the pro forma impact of our Sator acquisition reflects the elimination of acquisition related expenses totaling $2.8 million and $3.6 million for the three and six months ended June 30, 2013, which do not have a continuing impact on the our operating results. Refer to Note 10, "Restructuring and Acquisition Related Expenses," for further information on our restructuring and acquisition related expenses. These pro forma results are not necessarily indicative either of what would have occurred if the acquisitions had been in effect for the period presented or of future results.

Note 10. Restructuring and Acquisition Related Expenses

Acquisition Related Expenses

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Acquisition related expenses, which include external costs such as advisory, legal and accounting fees, totaled $2.9 million and $4.0 million for the three and six months endedJune 30, 2013. These expenses primarily relate to our acquisition of Sator in May 2013. These costs are expensed as incurred.

Acquisition Integration Plans

During the three and six months endedJune 30, 2013, we incurred $0.8 million and $1.2 million, respectively, of restructuring expenses related to the integration of certain of our 2012 and 2013 acquisitions. Our integration activities included the closure of duplicate facilities, termination of employees in connection with the consolidation of overlapping facilities with our existing business, moving expenses, and other third party services directly related to our acquisitions. We expect our integration plans for these acquisitions to be completed by the end of 2013. Remaining costs to complete these integration activities are expected to be immaterial.

During the three and six months ended June 30, 2012, we incurred $1.1 million and $1.3 million, respectively, of restructuring and acquisition related expenses related to certain of our 2011 and 2012 acquisitions. Our integration activities included the closure of duplicate facilities, termination of employees in connection with the consolidation of overlapping facilities with our existing business, moving expenses, and other third party services directly related to our acquisitions. These integration activities were substantially completed in 2012.

Refurbished Bumper and Wheel Restructuring

In the second quarter of 2012, we initiated a restructuring plan to improve the operational efficiency of our refurbished product operations and to reduce the cost structure of the related refurbished bumper and wheel product lines. As part of the restructuring plan, we consolidated certain of our bumper and wheel refurbishing operations, with a focus on increasing output at the remaining operations to improve economies of scale. Restructuring costs included the write off of disposed assets, severance costs for termination of overlapping headcount, costs to move equipment and inventory, and excess facility costs. These costs are expensed as incurred, when the costs meet the criteria to be accrued, or, in the case of non-performing lease reserves, at the cease-use date of the facility. For the three and six months endedJune 30, 2012, we incurred $1.1 million related to this restructuring plan. These restructuring activities were substantially completed in 2012.

Note 11. Income Taxes

At the end of each interim period, we estimate our annual effective tax rate and apply that rate to our interim earnings. We also record the tax impact of certain unusual or infrequently occurring items, including changes in judgment about valuation allowances and the effects of changes in tax laws or rates, in the interim period in which they occur.

The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in state and foreign jurisdictions, permanent and temporary differences between book and taxable income, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the tax environment changes.

Our effective income tax rate for the six months ended June 30, 2013 was 35.4% compared with 36.8% for the comparable prior year period. We continued to expand our international operations during the last six months of 2012 and the first half of 2013 with both acquisition related and organic growth in our European segment as well as acquisitions in Canada, which contributed to a lower effective tax rate as a larger proportion of our pretax income was generated in lower rate jurisdictions.

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Note 12. Accumulated Other Comprehensive Income (Loss)

Changes in Accumulated Other Comprehensive Income (Loss) were as follows (in thousands):

	Three Months Ended									Three Months Ended
	June 30, 2013									June 30, 2012
	Foreign Currency Translation			Unrealized  (Loss) Gain on Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)			Foreign Currency Translation			Unrealized  (Loss) Gain on Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)
Beginning balance	$	(8,130	)	$	(9,359	)	$	(17,489	)	$	6,436		$	(6,540	)	$	(104	)
Pretax income (loss)	(3,204		)	1,648			(1,556		)	(6,171		)	(6,718		)	(12,889		)
Income tax effect	—			(481		)	(481		)	—			2,333			2,333
Reclassification of unrealized loss	—			2,117			2,117			—			1,636			1,636
Reclassification of deferred income taxes	—			(760		)	(760		)	—			(592		)	(592		)
Hedge ineffectiveness	—			167			167			—			—			—
Income tax benefit	—			(62		)	(62		)	—			—			—
Ending balance	$	(11,334	)	$	(6,730	)	$	(18,064	)	$	265		$	(9,881	)	$	(9,616	)

	Six Months Ended									Six Months Ended
	June 30, 2013									June 30, 2012
	Foreign Currency Translation			Unrealized  (Loss) Gain on Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)			Foreign Currency Translation			Unrealized  (Loss) Gain on Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)
Beginning balance	$	10,850		$	(10,091	)	$	759		$	(2,071	)	$	(6,890	)	$	(8,961	)
Pretax income (loss)	(22,184		)	1,145			(21,039		)	2,336			(7,709		)	(5,373		)
Income tax effect	—			(342		)	(342		)	—			2,722			2,722
Reclassification of unrealized loss	—			3,815			3,815			—			3,112			3,112
Reclassification of deferred income taxes	—			(1,362		)	(1,362		)	—			(1,116		)	(1,116		)
Hedge ineffectiveness	—			167			167			—			—			—
Income tax benefit	—			(62		)	(62		)	—			—			—
Ending balance	$	(11,334	)	$	(6,730	)	$	(18,064	)	$	265		$	(9,881	)	$	(9,616	)

Unrealized losses on our foreign currency forward contracts totaling $0.7 million were reclassified to other expense in our Unaudited Consolidated Condensed Statements of Income during the three months ended June 30, 2013. The remaining reclassification of unrealized losses related to our interest rate swap contracts and was recorded to interest expense in our Unaudited Consolidated Condensed Statements of Income during the three and six months endedJune 30, 2013 and 2012. The deferred income taxes related to our cash flow hedges were reclassified from Accumulated Other Comprehensive Income to income tax expense during the three and six months endedJune 30, 2013 and 2012.

Note 13. Segment and Geographic Information

We have three operating segments: Wholesale – North America; Wholesale – Europe; and Self Service. Our operations in North America, which include our Wholesale – North America and Self Service operating segments, are aggregated into one reportable segment because they possess similar economic characteristics and have common products and services, customers, and methods of distribution. Our Wholesale – Europe operating segment, which includes Sator, is presented as a separate reportable segment as we believe this data would be beneficial to readers in understanding our results. Therefore, we present our reportable segments on a geographic basis.

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The following table presents our financial performance, including revenue, earnings before interest, taxes, depreciation and amortization ("EBITDA"), and depreciation and amortization by reportable segment for the periods indicated (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Revenue
North America	$	953,918	$	841,335	$	1,937,306	$	1,712,419
Europe	297,830		165,196		510,439		325,889
Total revenue	$	1,251,748	$	1,006,531	$	2,447,745	$	2,038,308
EBITDA
North America	$	118,632	$	109,687	$	253,967	$	241,875
Europe	33,764		16,057		57,832		35,590
Total EBITDA	$	152,396	$	125,744	$	311,799	$	277,465
Depreciation and Amortization
North America	$	16,251	$	14,771	$	32,138	$	28,773
Europe	4,420		2,418		7,573		4,673
Total depreciation and amortization	$	20,671	$	17,189	$	39,711	$	33,446

EBITDA for our North American segment included gains of $8.4 million and $16.7 million during the three and six months endedJune 30, 2012 resulting from lawsuit settlements with certain of our aftermarket product suppliers as discussed in Note 7, "Commitments and Contingencies." Included within EBITDA of our European segment are losses of $1.2 million during each of the three month periods ended June 30, 2013 and 2012 for the change in fair value of contingent consideration liabilities, primarily related to our 2011 ECP acquisition. During the six month periods ended June 30, 2013 and 2012, our European segment recognized a loss of $1.9 million and a gain of $0.2 million, respectively, related to the remeasurement of these contingent consideration liabilities. See Note 6, "Fair Value Measurements" for further information on our contingent consideration liabilities. For the three and six months ended June 30, 2013, Europe EBITDA also included restructuring and acquisition related expenses of $2.8 million and $3.7 million, respectively, related primarily to the acquisition of Sator.

The table below provides a reconciliation from EBITDA to Net Income (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
EBITDA	$	152,396	$	125,744	$	311,799	$	277,465
Depreciation and amortization	20,671		17,189		39,711		33,446
Interest expense, net	12,492		7,356		21,087		14,723
Loss on debt extinguishment	2,795		—		2,795		—
Provision for income taxes	40,716		37,201		87,892		84,307
Net income	$	75,722	$	63,998	$	160,314	$	144,989

The key measure of segment profit or loss reviewed by our chief operating decision maker, who is our Chief Executive Officer, is EBITDA. Segment EBITDA includes revenue and expenses that are controllable by the segment. Corporate and administrative expenses are allocated to the segments based on usage, with shared expenses apportioned based on the segment’s percentage of consolidated revenue. Segment EBITDA excludes depreciation, amortization, interest and taxes. Loss on debt extinguishment is considered a component of interest in calculating EBITDA, as the write-off of debt issuance costs is similar to the treatment of debt issuance cost amortization.

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The following table presents capital expenditures, which includes additions to property and equipment, by reportable segment (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Capital Expenditures
North America	$	16,138	$	16,372	$	33,702	$	34,506
Europe	2,553		3,914		6,449		7,109
	$	18,691	$	20,286	$	40,151	$	41,615

The following table presents assets by reportable segment (in thousands):

	June 30, 2013		December 31, 2012
Receivables, net
North America	$	269,533	$	241,627
Europe	143,682		70,181
Total receivables, net	413,215		311,808
Inventory
North America	729,799		750,565
Europe	243,127		150,238
Total inventory	972,926		900,803
Property and Equipment, net
North America	436,364		434,010
Europe	78,989		60,369
Total property and equipment, net	515,353		494,379
Other unallocated assets	2,316,821		2,016,466
Total assets	$	4,218,315	$	3,723,456

We report net trade receivables, inventories, and net property and equipment by segment as that information is used by the chief operating decision maker in assessing segment performance. These assets provide a measure for the operating capital employed in each segment. Unallocated assets include cash, prepaid and other current and noncurrent assets, goodwill, intangibles and income taxes.

Our operations are primarily conducted in the U.S. Our European operations are located in the U.K., the Netherlands, Belgium, Luxembourg and France. Our operations in other countries include recycled and aftermarket operations in Canada, engine remanufacturing and bumper refurbishing operations in Mexico, an aftermarket parts distribution facility in Taiwan, and other alternative parts operations in Guatemala and Costa Rica. Our net sales are attributed to geographic area based on the location of the selling operation.

The following table sets forth our revenue by geographic area (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Revenue
United States	$	915,152	$	789,346	$	1,804,493	$	1,610,311
United Kingdom	229,096		165,196		441,705		325,889
Other countries	107,500		51,989		201,547		102,108
	$	1,251,748	$	1,006,531	$	2,447,745	$	2,038,308

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The following table sets forth our tangible long-lived assets by geographic area (in thousands):

	June 30, 2013		December 31, 2012
Long-lived Assets
United States	$	408,007	$	408,244
United Kingdom	59,569		60,369
Other countries	47,777		25,766
	$	515,353	$	494,379

The following table sets forth our revenue by product category (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Aftermarket, other new and refurbished products	$	737,128	$	547,912	$	1,405,084	$	1,113,256
Recycled, remanufactured and related products and services	356,834		323,669		711,270		649,373
Other	157,786		134,950		331,391		275,679
	$	1,251,748	$	1,006,531	$	2,447,745	$	2,038,308

All of the product categories include revenue from our North American reportable segment, while our European segment generates revenue primarily from the sale of aftermarket products. Revenue from other sources includes scrap sales, bulk sales to mechanical remanufacturers (including cores) and sales of aluminum ingots and sows from our furnace operations.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

We provide replacement parts, components and systems needed to repair cars and trucks. Buyers of vehicle replacement products have the option to purchase from primarily five sources: new products produced by original equipment manufacturers ("OEMs"), which are commonly known as OEM products; new products produced by companies other than the OEMs, which are sometimes referred to as aftermarket products; recycled products originally produced by OEMs; used products that have been refurbished; and used products that have been remanufactured.

We distribute a variety of products to collision and mechanical repair shops, including aftermarket collision and mechanical products, recycled collision and mechanical products, refurbished collision replacement products such as wheels, bumper covers and lights, and remanufactured engines. Collectively, we refer to our products as alternative parts. We are the nation’s largest provider of alternative vehicle collision replacement products and a leading provider of alternative vehicle mechanical replacement products, with our sales, processing, and distribution facilities reaching most major markets in the United States. Our wholesale operations also reach most major markets in Canada. We are a leading provider of alternative vehicle mechanical replacement products in the United Kingdom, and in the second quarter of 2013, we expanded our operations into continental Europe through the acquisition of Sator, a leading distributor of automotive aftermarket products in the Benelux region. In addition to our wholesale operations, we operate self service retail facilities across the U.S. that sell recycled automotive products. We have organized our businesses into three operating segments: Wholesale – North America; Wholesale – Europe; and Self Service. We aggregate our North American operating segments (Wholesale – North America and Self Service) into one reportable segment, resulting in two reportable segments: North America and Europe.

Our revenue, cost of goods sold, and operating results have fluctuated on a quarterly and annual basis in the past and can be expected to continue to fluctuate in the future as a result of a number of factors, some of which are beyond our control. Please refer to the factors discussed in Forward-Looking Statements below. Due to these factors and others, which may be unknown to us at this time, our operating results in future periods can be expected to fluctuate. Accordingly, our historical results of operations may not be indicative of future performance.

Acquisitions

Since our inception in 1998 we have pursued a growth strategy through both organic growth and acquisitions. We have pursued acquisitions that we believe will help drive profitability, cash flow and stockholder value. Our principal focus for acquisitions is companies that will expand our geographic presence and our ability to provide a wider choice of alternative vehicle replacement products to our customers.

On May 1, 2013, LKQ Netherlands B.V., a subsidiary of LKQ Corporation, entered into a sale and purchase agreement with H2 Sator B.V., Cooperatieve H2 Sator U.A. and H2 Sator U.A. (collectively the "Sellers") to acquire the shares of Sator, an automotive aftermarket parts distribution company based in the Netherlands, with operations in the Netherlands, Belgium, Luxembourg and Northern France.  With the acquisition of Sator, we expanded our geographic presence in the European automotive aftermarket products market into continental Europe to complement our existing U.K. operations.

Sator employs a three step distribution model by selling products to various distributors that service the end customer. As a result, the line item results vary from our U.K. operations, which operate a two step distribution model. While Sator generates a lower gross margin rate than ECP, Sator is able to gain more leverage in operating expenses as it does not require the same infrastructure in facilities, distribution and selling to service its customers.

In addition to our acquisition of Sator, we made nine acquisitions during the six months endedJune 30, 2013, including seven wholesale businesses and a self service operation in North America, and a wholesale business in Europe. Our acquisitions enabled us to expand into new product lines and enter new markets.

During the year ended December 31, 2012, we made 30 acquisitions in North America (11 in the six months ended June 30, 2012), including 22 wholesale businesses and 8 self service retail operations. These acquisitions enabled us to expand our geographic presence and to enter new markets. Additionally, two of our acquisitions were completed with a goal of improving the recovery from scrap and other metals harvested from the vehicles we purchase: a precious metals refining and reclamation business, which we acquired with the goal of improving the profitability of the precious metals we extract from our recycled vehicle parts; and a scrap metal shredder, which we expect will improve the profitability of the scrap metals recovered from the vehicle hulks in certain of our recycled product operations.

Sources of Revenue

We report our revenue in two categories: (i) parts and services and (ii) other. Our parts and services revenue is generated from the sale of vehicle replacement products and related services including (i) aftermarket, other new and

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refurbished products and (ii) recycled, remanufactured and related products and services. During the six months endedJune 30, 2013, sales of vehicle replacement products and services represented approximately 86% of our consolidated sales.

We sell the majority of our vehicle replacement products to collision and mechanical repair shops. Our vehicle replacement products include sheet metal crash parts such as doors, hoods, and fenders; bumper covers; engines; head and tail lamps; and wheels. For an additional fee, we sell extended warranty contracts for certain mechanical products. These contracts cover the cost of parts and labor and are sold for periods of six months, one year, two years or a non-transferable lifetime warranty. We defer the revenue from such contracts and recognize it ratably over the term of the contracts or three years in the case of lifetime warranties. The demand for our products and services is influenced by several factors, including the number of vehicles in operation, the number of miles being driven, the frequency and severity of vehicle accidents, the age profile of vehicles in accidents, availability and pricing of new OEM parts, seasonal weather patterns and local weather conditions. Additionally, automobile insurers exert significant influence over collision repair shops as to how an insured vehicle is repaired and the cost level of the products used in the repair process. Accordingly, we consider automobile insurers to be key demand drivers of our products. While they are not our direct customers, we do provide insurance carriers services in an effort to promote the increased usage of alternative replacement products in the repair process. Such services include the review of vehicle repair order estimates, direct quotation services to insurance company adjusters and an aftermarket parts quality and service assurance program. We neither charge a fee to the insurance carriers for these services nor adjust our pricing of products for our customers when we perform these services for insurance carriers.

There is no standard price for many of our products, but rather a pricing structure that varies from day to day based upon such factors as product availability, quality, demand, new OEM product prices, the age and mileage of the vehicle from which the part was obtained and competitor pricing.

For the six months ended June 30, 2013, revenue from other sources represented approximately 14% of our consolidated sales. These other sources include scrap sales and sales of aluminum ingots and sows. We derive scrap metal from several sources, including vehicles that have been used in both our wholesale and self service recycling operations and from OEMs and other entities that contract with us for secure disposal of "crush only" vehicles. Other revenue will vary from period to period based on fluctuations in commodity prices and the volume of materials sold.

Cost of Goods Sold

Our cost of goods sold for aftermarket products includes the price we pay for the parts, freight, and overhead costs including labor, fuel expense, and facility and machinery costs related to the purchasing, warehousing and distribution of our inventory. Our aftermarket products are acquired from a number of vendors. Our cost of goods sold for refurbished products includes the price we pay for inventory, freight, and costs to refurbish the parts, including direct and indirect labor, facility costs including rent and utilities, machinery and equipment costs including equipment rental, repairs and maintenance, depreciation and other overhead related to refurbishing operations.

Our cost of goods sold for recycled products includes the price we pay for the salvage vehicle and, where applicable, auction, storage and towing fees. Prices for salvage vehicles may be impacted by a variety of factors, including the number of buyers competing to purchase the vehicles, the demand and pricing trends for used vehicles, the number of vehicles designated as "total losses" by insurance companies, the production level of new vehicles (which provides the source from which salvage vehicles ultimately come), and the status of laws regulating bidders or exporters of salvage vehicles. Due to changes relating to these factors, we have seen the prices we pay for salvage vehicles fluctuate over time. Our cost of goods sold also includes labor and other costs we incur to acquire and to dismantle such vehicles. Our labor and labor-related costs related to acquisition and dismantling account for approximately 9% of our cost of goods sold for vehicles we dismantle. The acquisition and dismantling of salvage vehicles is a manual process and, as a result, energy costs are not material. Our cost of goods sold for remanufactured products includes the price we pay for cores, freight, costs to remanufacture the products, including direct and indirect labor, rent, depreciation and other overhead related to remanufacturing operations.

Some of our salvage mechanical products are sold with a standard six month warranty against defects. Additionally, some of our remanufactured engines are sold with a standard three year warranty against defects. We also provide a limited lifetime warranty for certain of our aftermarket products. We record the estimated warranty costs at the time of sale using historical warranty claims information to project future warranty claims activity and related expenses. We also sell separately-priced extended warranty contracts for certain mechanical products. The expense related to extended warranty claims is recognized when the claim is made.

Other revenue is primarily generated from the hulks and unusable parts of the vehicles we acquire for our wholesale and self service recycled product operations, and therefore, the costs of these sales include the proportionate share of the price we pay for the salvage vehicles as well as the applicable auction, storage and towing fees and internal costs to purchase and to dismantle the vehicles. Our cost of goods sold for other revenue will fluctuate based on the prices paid for salvage vehicles, which may be impacted by a variety of factors as discussed above.

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Expenses

Our facility and warehouse expenses primarily include our costs to operate our aftermarket warehouses, salvage yards and self service retail facilities. These costs include labor for plant management and facility and warehouse personnel and related incentive compensation and employee benefits, rent, utilities, repairs and maintenance costs related to our facilities and equipment, and other facility expenses such as property insurance and taxes. The costs included in facility and warehouse expenses do not relate to inventory processing or conversion activities and, as such, are classified below the gross margin line on our Unaudited Consolidated Condensed Statements of Income.

Our distribution expenses primarily include our costs to prepare and to deliver our products to our customers. Included in our distribution expense category are labor costs for drivers, fuel, third party freight costs, local truck leases and related repairs, maintenance and insurance, and supplies.

Our selling and marketing expenses primarily include salary, commission and other incentive compensation expenses for sales personnel, advertising, promotion and marketing costs, telephone and other communication expenses, credit card fees and bad debt expense. Personnel costs account for approximately 80% of our selling and marketing expenses. Most of our product sales personnel are paid on a commission basis. The number and quality of our sales force is critical to our ability to respond to our customers’ needs and to increase our sales volume. Our objective is to continually evaluate our sales force, to develop and implement training programs, and to utilize appropriate measurements to assess our selling effectiveness.

Our general and administrative expenses primarily include the costs of our corporate offices and field support center that provide corporate and field management, treasury, accounting, legal, payroll, business development, human resources and information systems functions. These costs include wages and benefits for corporate, regional and administrative personnel, stock-based compensation and other incentive compensation, IT system support and maintenance expenses, accounting, legal and other professional fees, and supplies.

Seasonality

Our operating results are subject to quarterly variations based on a variety of factors, influenced primarily by seasonal changes in weather patterns. During the winter months, we tend to have higher demand for our products because there are more weather related accidents, which generate repairs.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our unaudited consolidated condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates, assumptions, and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, which we filed with the SEC on March 1, 2013, includes a summary of the critical accounting policies we believe are the most important to aid in understanding our financial results. There have been no changes to those critical accounting policies that have had a material impact on our reported amounts of assets, liabilities, revenue or expenses during the six months ended June 30, 2013.

Recently Issued Accounting Pronouncements

See "Recent Accounting Pronouncements" in Note 2, "Financial Statement Information" to the unaudited consolidated condensed financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for information related to new accounting standards.

Financial Information by Geographic Area

See Note 13, "Segment and Geographic Information" to the unaudited consolidated condensed financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for information related to our revenue and long-lived assets by geographic region.

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Results of Operations—Consolidated

The following table sets forth statement of operations data as a percentage of total revenue for the periods indicated:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Statements of Income Data:
Revenue	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold	59.3	%	58.1	%	58.7	%	57.4	%
Gross margin	40.7	%	41.9	%	41.3	%	42.6	%
Facility and warehouse expenses	8.2	%	8.2	%	8.3	%	8.2	%
Distribution expenses	8.5	%	9.1	%	8.6	%	9.0	%
Selling, general and administrative expenses	11.7	%	12.1	%	11.6	%	11.9	%
Restructuring and acquisition related expenses	0.3	%	0.2	%	0.2	%	0.1	%
Depreciation and amortization	1.5	%	1.5	%	1.5	%	1.5	%
Operating income	10.5	%	10.8	%	11.2	%	11.9	%
Other expense, net	1.2	%	0.7	%	1.0	%	0.6	%
Income before provision for income taxes	9.3	%	10.1	%	10.1	%	11.2	%
Provision for income taxes	3.3	%	3.7	%	3.6	%	4.1	%
Net income	6.0	%	6.4	%	6.5	%	7.1	%

Three Months Ended June 30, 2013 Compared to Three Months Ended June 30, 2012

Revenue. Our revenue increased 24.4% to $1.3 billion for the three months ended June 30, 2013 from $1.0 billion for the comparable period of 2012. The increase in revenue was due to 14.1% acquisition related revenue growth and 10.8% organic growth (reflecting 13.1% growth in parts and services revenue and a 4.1% decline in other revenue), partially offset by a 0.5% unfavorable impact from foreign exchange primarily in our European operations. Refer to the discussion of our segment results of operations for factors contributing to revenue growth during the second quarter of 2013 compared to the second quarter of 2012.

Cost of Goods Sold. Our cost of goods sold increased to 59.3% of revenue in the three months ended June 30, 2013 from 58.1% of revenue in the comparable period of 2012. In the prior year period, we recognized a gain on lawsuit settlements totaling $8.4 million that did not reoccur in 2013, thus accounting for 0.8% of the increase in the current year period cost of goods sold as a percentage of revenue. See Note 7, "Commitments and Contingencies" to the unaudited consolidated condensed financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on the lawsuit settlements. Our May 2013 acquisition of Sator contributed 0.5% of the increase in cost of goods sold as a percentage of revenue, as our sales to wholesale distributors generate a lower gross margin compared to our revenue generated from sales directly to professional repairers. Our cost of goods sold for the three months ended June 30, 2013 also reflects a 0.2% increase as a percentage of revenue as a result of the lower gross margins generated by our precious metals refining and reclamation business that we acquired in June 2012. These increases in cost of goods sold were partially offset by lower vehicle costs in our North American segment, which reduced cost of goods sold by 0.6% of revenue.

Facility and Warehouse Expenses. Facility and warehouse expenses for the three months ended June 30, 2013 remained flat with the prior year quarter at 8.2% of revenue. Our North American operations increased facility and warehouse expenses by 0.3% of revenue, which reflects increased weighting of our self service business. During 2012, we completed the acquisition of eight self service retail operations, which generally incur greater facility costs as a percentage of revenue compared to our wholesale operations, as our self service business tends to require a larger facility footprint to generate its sales than our wholesale operations. Higher costs in North America were offset by a greater proportion of revenue generated by our European operations, including the effect of organic revenue growth in the U.K. and our expansion into continental Europe with our acquisition of Sator. Our U.K. operations store a majority of their inventory at the national distribution center, the costs of which are capitalized in inventory and expensed through cost of goods sold. Lower facility and warehouse costs incurred by Sator reflect the impact of the distribution model for this business, which requires a lower investment in facilities than the two step distribution model used in our North American wholesale operations.

Distribution Expenses. As a percentage of revenue, distribution expenses for the second quarter of 2013 decreased to 8.5% from 9.1% in the prior year quarter. The reduction in distribution expenses reflects a 0.2% benefit from the acquisition of

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Sator, which generates lower distribution costs than our North American and U.K. operations as a result of supplying a relatively smaller number of wholesale distributor customers. Our existing European operations contributed an additional 0.1% reduction in distribution expenses, primarily as a result of improved leverage related to 31 branch openings since the beginning of the prior year second quarter. In our North American operations, fuel expense decreased by 0.2% of revenue due to a reduction in the average price we pay for fuel.

Selling, General and Administrative Expenses. Our selling, general and administrative expenses for the three months ended June 30, 2013 decreased to 11.7% of revenue from 12.1% of revenue in the prior year quarter. Our acquisition of Sator contributed 0.2% of the decrease in expense. Sator's customer base is composed of a smaller number of larger wholesale distributors, compared to many smaller repair shops serviced by our other wholesale operations, and as a result, Sator's sales force generates greater revenue per salesperson. The remainder of the decrease in expenses was primarily due to lower personnel expenditures in our U.K. operations as we leveraged our sales force and general and administrative employees in periods of rising total revenue.

Restructuring and Acquisition Related Expenses. During the three months ended June 30, 2013 and 2012, we incurred $3.7 million and $2.2 million of restructuring and acquisition related expenses, respectively. In the second quarter of 2013, we incurred $0.8 million related to the integration of certain of our acquisitions into our existing business. Acquisition related expenses totaling $2.9 million consist of external costs primarily related to our acquisition of Sator completed in May 2013. These acquisition related expenses included professional fees such as accounting, legal and advisory services. Restructuring and acquisition related expenses during the three months ended June 30, 2012 included $1.1 million of costs related to the restructuring of our bumper refurbishing operations, as well as $1.1 million related to the integration of certain of our acquisitions into our existing business. See Note 10, "Restructuring and Acquisition Related Expenses" to the unaudited consolidated condensed financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on our restructuring and integration plans.

Depreciation and Amortization. As a percentage of revenue, depreciation and amortization expense was 1.5% during each of the three month periods ended June 30, 2013 and 2012. Higher expense in the current year period resulting from higher levels of intangible assets as a result of business acquisitions and increased levels of property and equipment was offset by acquisition related revenue growth combined with leveraging of our existing facilities to generate organic revenue growth.

Other Expense, Net. Total other expense, net increased to $14.9 million for the three months ended June 30, 2013 from $7.4 million for the comparable prior year quarter. In May 2013, we executed an amended and restated senior secured credit agreement, and as a result, we expensed a portion of capitalized debt issuance costs related to the prior agreement, as well as a portion of the fees incurred with the amendment. The resulting loss on debt extinguishment for the three months ended June 30, 2013 totaled $2.8 million. Interest expense increased by $5.1 million compared to the three months ended June 30, 2012 due to higher average outstanding debt balances combined with higher interest rates on our senior notes. During the three months ended June 30, 2013, we recorded adjustments to the fair value of our contingent consideration liabilities resulting in expense of $0.2 million, compared to $1.2 million during the prior year quarter.

Provision for Income Taxes. Our effective income tax rate was 35.0% and 36.8% for the three months ended June 30, 2013 and 2012, respectively. We continued to expand our international operations during the last six months of 2012 and the first half of 2013 with both acquisition related and organic growth in our European segment as well as acquisitions in Canada, which contributed to a lower effective tax rate as a larger proportion of our pretax income was generated in lower rate jurisdictions.

Six Months Ended June 30, 2013 Compared to Six Months Ended June 30, 2012

Revenue. Our revenue increased 20.1% to $2.4 billion for the six months endedJune 30, 2013 from $2.0 billion for the comparable period of 2012. The increase in revenue was due to 11.0% acquisition related revenue growth and 9.5% organic growth (reflecting 11.3% growth in parts and services revenue and a 2.5% decline in other revenue), partially offset by a 0.4% unfavorable impact from foreign exchange primarily in our European operations. Refer to the discussion of our segment results of operations for factors contributing to revenue growth during the six months ended June 30, 2013 compared to the six months ended June 30, 2012.

Cost of Goods Sold. Our cost of goods sold increased to 58.7% of revenue in the six months endedJune 30, 2013 from 57.4% of revenue in the comparable period of 2012. In the prior year period, we recognized a gain on lawsuit settlements totaling $16.7 million that did not reoccur in 2013, thus accounting for 0.8% of the increase in the current year period cost of goods sold as a percentage of revenue. See Note 7, "Commitments and Contingencies" to the unaudited consolidated condensed financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on the lawsuit settlements. Our cost of goods sold for the six months endedJune 30, 2013 also reflects a 0.3% increase as a percentage of revenue as a result of the lower gross margins generated by our precious metals refining and reclamation business that we acquired in the second quarter of 2012. Our May 2013 acquisition of Sator contributed 0.3% of the increase in cost of goods sold as a percentage of revenue, as our sales to wholesale distributors generate a lower gross margin compared to our revenue

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generated from sales directly to professional repairers. These increases in cost of goods sold were partially offset by lower vehicle costs in our North American segment, which reduced cost of goods sold by 0.3% of revenue.

Facility and Warehouse Expenses. As a percentage of revenue, facility and warehouse expenses for the six months endedJune 30, 2013 increased to 8.3% compared to 8.2% for the comparable period of 2012. Our North American operations increased facility and warehouse expenses by 0.3% of revenue, which reflects increased weighting of our self service business. During 2012, we completed the acquisition of eight self service retail operations, which generally incur greater facility costs as a percentage of revenue compared to our wholesale operations, as our self service business tends to require a larger facility footprint to generate its sales than our wholesale operations. Higher costs in North America were partially offset by a greater proportion of revenue generated by our European operations, which generate lower facility and warehouse costs as a percentage of revenue.

Distribution Expenses. As a percentage of revenue, distribution expenses for the first half of 2013 decreased to 8.6% from 9.0% in the prior year period. In our North American operations, fuel expense decreased by 0.2% of revenue due to a reduction in the average price we pay for fuel, combined with a greater proportion of revenue from sources that require lower fuel expenditures, such as scrap revenue. The reduction in distribution expenses also reflects a 0.1% benefit from the acquisition of Sator. Our existing European operations contributed an additional 0.1% reduction in distribution expenses as a percentage of revenue, primarily as a result of improved leverage related to 40 branch openings completed during 2012.

Selling, General and Administrative Expenses. Our selling, general and administrative expenses for the six months ended June 30, 2013 decreased to 11.6% of revenue from 11.9% of revenue in the prior year period, primarily due to a reduction in personnel expenditures as we leveraged our general and administrative workforce in periods of rising total revenue.

Restructuring and Acquisition Related Expenses. During the six months endedJune 30, 2013 and 2012, we incurred $5.2 million and $2.4 million of restructuring and acquisition related expenses, respectively. In the first half of 2013, we incurred $1.2 million related to the integration of certain of our acquisitions into our existing business. Acquisition related expenses totaling $4.0 million consist of external costs primarily related to our May 2013 acquisition of Sator. Restructuring and acquisition related expenses during the six months endedJune 30, 2012 included $1.1 million of costs related to the restructuring of our bumper refurbishing operations, as well as $1.3 million related to the integration of certain of our acquisitions into our existing business. See Note 10, "Restructuring and Acquisition Related Expenses" to the unaudited consolidated condensed financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on our restructuring and integration plans.

Depreciation and Amortization. As a percentage of revenue, depreciation and amortization expense was 1.5% during each of the six month periods ended June 30, 2013 and 2012. Higher expense in the current year period resulting from higher levels of intangible assets as a result of business acquisitions and increased levels of property and equipment was offset by acquisition related revenue growth combined with leveraging of our existing facilities to generate organic revenue growth.

Other Expense, Net. Total other expense, net increased to $24.8 million for the six months endedJune 30, 2013 from $12.9 million for the comparable prior year period. In May 2013, we executed an amended and restated senior secured credit agreement, and as a result, we expensed a portion of capitalized debt issuance costs related to the prior agreement, as well as a portion of the fees incurred with the amendment. The resulting loss on debt extinguishment for the six months ended June 30, 2013 totaled $2.8 million. Interest expense increased by $6.4 million compared to the prior year period due to higher average outstanding debt balances combined with higher interest rates on our senior notes. During the six months endedJune 30, 2013, we recorded adjustments to the fair value of our contingent consideration liabilities resulting in expense of $1.1 million, compared to a net gain of $0.1 million during the prior year period. The impact of foreign currency fluctuations in the British pound, the Canadian dollar, and other currencies was a loss of $1.6 million during the six months endedJune 30, 2013 compared to a gain of $0.1 million during the prior year period.

Provision for Income Taxes. Our effective income tax rate was 35.4% and 36.8% for the six months endedJune 30, 2013 and 2012, respectively. We continued to expand our international operations during the last six months of 2012 and the first half of 2013 with both acquisition related and organic growth in our European segment as well as acquisitions in Canada, which contributed to a lower effective tax rate as a larger proportion of our pretax income was generated in lower rate jurisdictions.

Results of Operations—Segment Reporting

We have three operating segments: Wholesale – North America; Wholesale – Europe; and Self Service. Our operations in North America, which include our Wholesale – North America and Self Service operating segments, are aggregated into one reportable segment because they possess similar economic characteristics and have common products and services, customers, and methods of distribution. Our Wholesale – Europe operating segment, which includes Sator, is presented as a separate reportable segment as we believe this data would be beneficial to readers in understanding our results.

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The following table presents our financial performance, including revenue and EBITDA, by reportable segment for the periods indicated (in thousands):

	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2013		% of Revenue		2012		% of Revenue		2013		% of Revenue		2012		% of Revenue
Revenue
North America	$	953,918			$	841,335			$	1,937,306			$	1,712,419
Europe	297,830				165,196				510,439				325,889
Total revenue	$	1,251,748			$	1,006,531			$	2,447,745			$	2,038,308
EBITDA
North America	$	118,632	12.4	%	$	109,687	13.0	%	$	253,967	13.1	%	$	241,875	14.1	%
Europe	33,764		11.3	%	16,057		9.7	%	57,832		11.3	%	35,590		10.9	%
Total EBITDA	$	152,396	12.2	%	$	125,744	12.5	%	$	311,799	12.7	%	$	277,465	13.6	%

The key measure of segment profit or loss reviewed by our chief operating decision maker is EBITDA. Segment EBITDA includes revenue and expenses that are controllable by the segment. Corporate and administrative expenses are allocated to the segments based on usage, with shared expenses apportioned based on the segment’s percentage of consolidated revenue. Segment EBITDA excludes depreciation, amortization, interest and taxes. See Note 13, "Segment and Geographic Information" to the unaudited consolidated condensed financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for a reconciliation of total EBITDA to Net Income.

Three Months Ended June 30, 2013 Compared to Three Months Ended June 30, 2012

North America

Revenue. Revenue in our North American segment increased 13.4% to $953.9 million for the three months ended June 30, 2013 from $841.3 million for the three months ended June 30, 2012. The increase in revenue reflects 8.0% acquisition related revenue growth and 5.5% organic growth (which included 7.3% organic growth in parts and services revenue, partially offset by a 4.3% decline in other revenue). Our organic growth in parts and services revenue was primarily a result of higher sales volumes as a result of improved alternative parts demand compared to the prior year quarter, as well as higher inventory purchases that contributed to a greater volume of parts available for sale. Additionally, sales volumes in North America during the prior year period were affected by the milder winter weather conditions, as fewer and less severe accidents resulted in a reduction in the backlog of insurance claims activity carrying over in the beginning of the prior year second quarter. The 4.3% decline in other revenue was due to a decline in the volume of scrap metals sold, primarily aluminum processed by our furnace operations, combined with a decline in the prices we received for scrap metals.

EBITDA. As a percentage of revenue, EBITDA in our North American segment decreased to 12.4% for the three months ended June 30, 2013 from 13.0% for the three months ended June 30, 2012. EBITDA decreased by 1.0% of revenue as a result of a gain on lawsuit settlements that did not reoccur in 2013. Additionally, we recorded greater inventory reserves, which decreased EBITDA margin by 0.2% of revenue compared to the prior year quarter. Our acquisition of a precious metals refining and reclamation business in the second quarter of 2012 contributed 0.2% of the decline in EBITDA margin. These decreases at the gross margin line were partially offset by the benefits of lower vehicle costs in our salvage operations, which increased EBITDA by 0.8% of revenue. We also experienced a net reduction in operating expenses of 0.1% of revenue from the benefits of lower fuel costs and improved leveraging of our corporate workforce, partially offset by increased facility costs. Restructuring and acquisition related expenses decreased to 0.1% of revenue during the second quarter of 2013, compared to 0.3% of revenue in the prior year period. During the second quarter of 2012, we incurred greater restructuring expenses related to the restructuring of our bumper refurbishing product line and the integration of our business acquisitions.

Europe

Revenue. Revenue in our European segment increased 80.3% to $297.8 million for the three months ended June 30, 2013 from $165.2 million for the three months ended June 30, 2012. The increase in revenue includes 45.3% acquisition related revenue growth, primarily as a result of our Sator acquisition in May 2013, and 38.0% organic revenue growth. Our organic revenue growth was a result of higher sales volumes, including a 24.3% increase from same store sales growth and a 13.7% increase from 31 branch openings since the beginning of the second quarter of 2012 through the one year anniversary of their respective opening dates. The increase in revenue was partially offset by the weakening of the British pound against the U.S. dollar, which decreased revenue by 2.9% compared to the prior year quarter.

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EBITDA. As a percentage of revenue, EBITDA in our European segment increased to 11.3% for the three months ended June 30, 2013 from 9.7% for the three months ended June 30, 2012. The increase in EBITDA margin was primarily driven by improved leveraging of operating expenses in our U.K. operations, which increased EBITDA by 3.0% of revenue, partially offset by a 0.9% decrease from the impact of our Sator acquisition. We expect that Sator's negative effect on our EBITDA margin will diminish over time as we integrate Sator into our European operations, which we believe will result in cost savings, primarily in purchasing synergies. The benefits of improved operating expense leverage were partially offset by factors outside of our field-level operations. During the three months ended June 30, 2013, we incurred $2.8 million of acquisition related expenses from our acquisition of Sator, which decreased EBITDA by 1.0% of revenue. We incurred losses from the remeasurement of our contingent payment liabilities for 0.4% of revenue during the three months ended June 30, 2013, compared to 0.7% of revenue in the prior year quarter.

Six Months Ended June 30, 2013 Compared to Six Months Ended June 30, 2012

North America

Revenue. Revenue in our North American segment increased 13.1% to $1.9 billion for the six months ended June 30, 2013 from $1.7 billion for the six months ended June 30, 2012. The increase in revenue was due to 8.6% acquisition related revenue growth from our acquisitions during the last half of 2012 and the first half of 2013, as well as 4.6% organic growth (which included 6.0% growth in parts and services revenue, partially offset by a 2.6% decline in other revenue). Our organic growth in parts and services revenue was primarily a result of increased sales volumes. In the prior year period, we experienced milder winter weather conditions, which contributed to fewer and less severe vehicle accidents, resulting in lower insurance claims. Our sales volumes also increased as a result of improved alternative parts demand compared to the prior year period, as well as higher inventory purchases that contributed to a greater volume of parts available for sale. The 2.6% decline in other revenue was due to a decline in the volume of scrap metals sold, primarily aluminum processed by our furnace operations, combined with a decline in the prices we received for scrap metals.

EBITDA. As a percentage of revenue, EBITDA in our North American segment decreased to 13.1% for the six months ended June 30, 2013 from 14.1% for the six months ended June 30, 2012. In the prior year period, we recognized a gain on lawsuit settlements totaling $16.7 million that did not reoccur in 2013, which decreased EBITDA as a percentage of revenue by 1.0%. EBITDA as a percentage of revenue also decreased by 0.5% as a result of lower margins generated by our precious metals refining and reclamation business that we acquired in the second quarter of 2012. These decreases at the gross margin line were partially offset by the benefits of lower vehicle costs, which increased EBITDA by 0.4% of revenue. We also experienced a net reduction in operating expenses of 0.2% of revenue from the benefits of lower fuel costs and improved leveraging of our corporate workforce, partially offset by increased facility costs.

Europe

Revenue. Revenue in our European segment increased 56.6% to $510.4 million for the six months ended June 30, 2013 from $325.9 million for the six months ended June 30, 2012. The increase in revenue includes 35.0% organic revenue growth and 23.8% acquisition related revenue growth, primarily as a result of our Sator acquisition in May 2013. Our organic revenue growth was primarily due to increased sales volumes, including a 20.0% increase from same store sales growth and a 15.0% increase from 40 branch openings since the beginning of 2012 through the one year anniversary of their respective opening dates. The increase in revenue from higher sales volumes and our Sator acquisition was partially offset by the weakening of the British pound against the U.S. dollar, which decreased revenue by 2.2% compared to the prior year period.

EBITDA. As a percentage of revenue, EBITDA in our European segment increased to 11.3% for the six months ended June 30, 2013 from 10.9% for the six months ended June 30, 2012. The increase in EBITDA margin was primarily driven by improved leveraging of operating expenses in our U.K. operations, which increased EBITDA by 1.8% of revenue, partially offset by the impact of Sator, which decreased EBITDA by 0.4% of revenue. The improvement in operating expenses was also partially offset by factors outside of our field-level operations. During the first half of 2013, we incurred $3.7 million of acquisition related expenses, primarily related to our acquisition of Sator, which decreased EBITDA by 0.7% of revenue. Adjustments to the fair value of our contingent payment liabilities resulted in a loss of $1.9 million in the six months ended June 30, 2013, compared to a gain of $0.2 million in the prior year period, for a net 0.4% decrease in EBITDA as a percentage of revenue. Fluctuations in the price of the British pound generated foreign currency transaction losses during the first half of 2013 compared to foreign currency gains during the first half of 2012, resulting in a decrease in EBITDA by 0.2% of revenue.

2013 Outlook

We estimate that full year 2013 net income and diluted earnings per share, excluding the impact of any restructuring and acquisition related expenses and any gains or losses related to acquisitions or divestitures (including changes in the fair value of contingent consideration liabilities), will be in the range of $313 million to $333 million and $1.03 to $1.10, respectively.

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Liquidity and Capital Resources

The following table summarizes liquidity data as of the dates indicated (in thousands):

	June 30, 2013		December 31, 2012		June 30, 2012
Cash and equivalents	$	161,590	$	59,770	$	59,353
Total debt	1,376,481		1,118,478		1,000,446
Net debt (total debt less cash and equivalents)	1,214,891		1,058,708		941,093
Current maturities	64,962		71,716		46,379
Capacity on revolving lines of credit	1,350,000		950,000		950,000
Availability on revolving lines of credit	1,112,359		356,143		394,621
Total liquidity (cash and cash equivalents plus availability on revolving lines of credit)	1,273,949		415,913		453,974

We assess our liquidity in terms of our ability to fund our operations and provide for expansion through both internal development and acquisitions. Our primary sources of liquidity are cash flows from operations and our credit facilities. We utilize our cash flows from operations to fund working capital and capital expenditures, with the excess amounts going towards funding acquisitions or paying down outstanding debt. As we have pursued acquisitions as part of our growth strategy, our cash flows from operations have not always been sufficient to cover our investing activities. To fund our acquisitions, we have accessed various forms of debt financing, including our May 2013 transactions to refinance our existing credit facility and to issue $600 million of senior notes.

As of June 30, 2013, we had debt outstanding, and additional available sources of financing, as follows:

• Senior secured credit facility maturing in May 2018, composed of $450 million in terms loans ($450 million outstanding at June 30) and $1.35 billion in revolving credit ($183 million outstanding at June 30), bearing interest at variable rates (although a portion of this debt is hedged through interest rate swap contracts)

• Senior unsecured notes totaling $600 million, maturing in May 2023 and bearing interest at a 4.75% fixed rate

• Receivables securitization facility with availability up to $80 million ($80 million outstanding at June 30), maturing in September 2015 and bearing interest at variable commercial paper rates

The Sator acquisition was the catalyst for our May 2013 financing transactions. Had we simply paid for Sator with the unamended credit facility, our availability on the credit facility would have been approximately $115 million, which we judged to be too low for a company our size. Given that Sator is a long-term asset, we considered alternative financing options and decided to issue long-term notes to fund this acquisition. In connection with the notes transaction, we took the opportunity to amend our credit facility by increasing the overall size of the revolver, resetting the term loan, extending the maturity, and adjusting certain covenants. We see a number of strategic benefits from this refinancing. By issuing the notes, we diversified our financing structure by adding a long-term fixed rate instrument and reducing our reliance on the bank market. We also believe the interest rate on the notes was favorable. Although higher than today's floating rate debt, the 10-year fixed rate of 4.75% reduces our risk of future interest rate increases, which we have seen in the market subsequent to our offering. The new structure provides financial flexibility to execute our long-term growth strategy. If we see an attractive acquisition opportunity, we have the ability to use our revolver to move quickly and have certainty of funding.

As of June 30, 2013, we had $1.1 billion available on our revolving credit facility. Combined with the $161.6 million of cash and equivalents at June 30, 2013, we had $1.3 billion in available liquidity, an increase of $858 million over our available liquidity as of December 31, 2012. We believe that our current liquidity and cash expected to be generated by operating activities in future periods will be sufficient to meet our current operating and capital requirements, although such sources may not be sufficient for future acquisitions depending on their size. While we believe that we have adequate capacity currently to execute our growth strategy, from time to time, we may need to raise additional funds through public or private financing, strategic relationships or other arrangements. There can be no assurance that additional funding, or refinancing of our credit facility, if needed, will be available on terms attractive to us, or at all. Furthermore, any additional equity financing may be dilutive to stockholders, and debt financing, if available, may involve restrictive covenants. Our failure to raise capital if and when needed could have a material adverse impact on our business, operating results, and financial condition.

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Borrowings under the credit agreement accrue interest at variable rates, which depend on the currency and the duration of the borrowing, plus an applicable margin rate. We hold interest rate swaps to hedge the variable rates on our credit agreement borrowings (as described in Note 5, "Derivative Instruments and Hedging Activities" to the unaudited consolidated condensed financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q), with the effect of fixing the interest rates on the respective notional amounts. After giving effect to these interest rate swap contracts, the weighted average interest rate on borrowings outstanding against our credit agreement at June 30, 2013 was 3.1%. Including the borrowings on our senior notes and receivables securitization program, our overall weighted average interest rate on borrowings was 3.7% at June 30, 2013. Cash interest payments were $15.3 million for the six months ended June 30, 2013, but we expect that amount to increase by more than $10 million in the second half of 2013 (assuming no changes in variable interest rates) because of the May 2013 refinancing transactions. Of our outstanding credit agreement borrowings of $633.2 million and $974.6 million at June 30, 2013 and December 31, 2012, $22.5 million and $31.9 million were classified as current maturities, respectively. We have scheduled repayments of $5.6 million each quarter on the term loan through its maturity in May 2018 but no other significant principal payments on our credit facilities prior to the maturity of the receivables securitization program in September 2015. We currently expect that we will extend the receivables securitization facility when the original three year term expires, but there can be no assurance that we will be able to do so on acceptable terms.

The procurement of inventory is the largest operating use of our funds. We normally pay for aftermarket product purchases at the time of shipment or on standard payment terms, depending on the manufacturer and the negotiated payment terms. Our purchases of aftermarket products totaled approximately $417.1 million and $765.5 million during the three and six months endedJune 30, 2013, respectively, and $309.3 million and $612.3 million during the three and six months endedJune 30, 2012, respectively. Our aftermarket purchases during the second quarter included $46.1 million from our May 2013 acquisition of Sator. We normally pay for salvage vehicles acquired at salvage auctions and under some direct procurement arrangements at the time that we take possession of the vehicles. We acquired approximately 71,000 and 136,000 wholesale salvage vehicles and 2,000 and 4,300 heavy and medium-duty trucks in the three and six months endedJune 30, 2013, respectively. During the three and six months endedJune 30, 2012, we acquired 67,000 and 126,000 wholesale salvage vehicles and 1,700 and 3,500 heavy and medium-duty trucks, respectively. In addition, we acquired approximately 135,000 and 263,000 lower cost self service and crush only vehicles in the three and six months endedJune 30, 2013, respectively, compared to 107,000 and 196,000 during the three and six months endedJune 30, 2012, respectively.

Net cash provided by operating activities totaled $209.5 million for the six months endedJune 30, 2013, compared to $121.0 million during the first six months of 2012. During the first half of 2013, our EBITDA increased by $34.3 million compared to the prior year period, due to both acquisition related growth and organic growth. While we generated greater pretax income during the first half of 2013 compared to the first half of 2012, we reduced our cash payments for income taxes to $53.5 million for the six months endedJune 30, 2013 from $70.7 million during the prior year period due to prepayments in 2012 that were offset against our 2013 tax payments. Cash payments for incentive compensation were lower during the six months ended June 30, 2013, including $8.0 million lower bonus payments and a $5.9 million payment under our long-term incentive plan in the prior year period that did not reoccur in the current year period. Cash outflows for our primary working capital accounts (receivables, inventory and payables) totaled $42.2 million during the six months ended June 30, 2013, compared to $49.6 million in the prior year period. Other operating cash flows exceeded the prior year period primarily due to the timing of payments of various accrued liabilities, such as value added tax and interest.

Net cash used in investing activities totaled $347.5 million for the six months endedJune 30, 2013, compared to $161.5 million for the same period of 2012. We invested $308.6 million of cash, net of cash acquired, in business acquisitions during the first six months of 2013, including our acquisition of Sator for $272.8 million, compared to $120.3 million for business acquisitions in the comparable prior year period. Property and equipment purchases were $40.2 million and $41.6 million in the six months endedJune 30, 2013 and 2012, respectively.

Net cash provided by financing activities totaled $241.2 million for the six months endedJune 30, 2013, compared to $51.5 million during the six months endedJune 30, 2012. The greater cash inflows during the first half of 2013 reflect the proceeds of our $600 million senior notes offering in May 2013 as well as term loan proceeds of $35 million under our amended credit agreement. A portion of these proceeds were used to repay outstanding amounts on our revolving credit facility during the six months ended June 30, 2013. Net repayments on our credit agreement borrowings, including repayments from the senior notes proceeds, totaled $325.3 million during the first half of 2013, compared to a net draw on our credit agreement of $37.7 million during the prior year period. Our bank borrowings during the first half of 2012 included $200 million of available term loans, which were used to fund acquisitions and pay outstanding amounts under the revolving credit facility. In connection with our financing transactions during the second quarter of 2013, we paid $16.5 million in debt issuance costs. In March 2013, we made a payment of $33.9 million ($31.5 million included in financing cash flows and $2.4 million included in operating cash flows) for the 2012 earnout period under the contingent payment agreement related to our 2011 acquisition of ECP. Cash generated from exercises of stock options provided $10.6 million and $10.1 million in the six months endedJune 30, 2013 and 2012, respectively. The excess tax benefit from share-based payment arrangements reduced income taxes payable by $10.9 million and $7.2 million in the six months endedJune 30, 2013 and 2012, respectively.

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We intend to continue to evaluate markets for potential growth through the internal development of distribution centers, processing and sales facilities, and warehouses, through further integration of our facilities, and through selected business acquisitions. Our future liquidity and capital requirements will depend upon numerous factors, including the costs and timing of our internal development efforts and the success of those efforts, the costs and timing of expansion of our sales and marketing activities, and the costs and timing of future business acquisitions.

2013 Outlook

We estimate that our capital expenditures for 2013, excluding business acquisitions, will be between $100 million and $115 million. We expect to use these funds for several major facility expansions, improvement of current facilities, real estate acquisitions and systems development projects. We anticipate that net cash provided by operating activities for 2013 will be approximately $300 million.

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements. Words such as "may," "will," "plan," "should," "expect," "anticipate," "believe," "if," "estimate," "intend," "project" and similar words or expressions are used to identify these forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. However, these forward-looking statements are subject to risks, uncertainties, assumptions and other factors that may cause our actual results, performance or achievements to be materially different. These factors include, among other things, those described under Risk Factors in Item 1A of our 2012 Annual Report on Form 10-K, filed with the SEC on March 1, 2013, as supplemented in subsequent filings, including our Quarterly Reports on Form 10-Q.

Other matters set forth in this Quarterly Report may also cause our actual future results to differ materially from these forward-looking statements. We cannot assure you that our expectations will prove to be correct. In addition, all subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements mentioned above. You should not place undue reliance on these forward-looking statements. All of these forward-looking statements are based on our expectations as of the date of this Quarterly Report. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Our results of operations are exposed to changes in interest rates primarily with respect to borrowings under our credit facility, where interest rates are tied to the prime rate, LIBOR or CDOR. In March 2008, we implemented a policy to manage our exposure to variable interest rates on a portion of our outstanding variable rate debt instruments through the use of interest rate swap contracts. These contracts convert a portion of our variable rate debt to fixed rate debt, matching the currency, effective dates and maturity dates to specific debt instruments. Net interest payments or receipts from interest rate swap contracts are included as adjustments to interest expense. All of our interest rate swap contracts have been executed with banks that we believe are creditworthy (Wells Fargo Bank, N.A., Bank of America, N.A. and RBS Citizens, N.A.).

As of June 30, 2013, we held seven interest rate swap contracts representing a total of $520 million of U.S. dollar-denominated notional amount debt, £50 million of pound sterling-denominated notional amount debt, and CAD $25 million of Canadian dollar-denominated notional amount debt. With the proceeds of our $600 million senior notes offering in May 2013, we repaid our U.S. dollar denominated revolver borrowings, and as a result our interest rate swap contract representing $100 million of notional amount exceeded the corresponding variable rate debt. Therefore, this interest rate swap contract no longer qualifies as an effective hedge, and any changes in the fair value of the interest rate swap contract are recorded in earnings through the maturity of the contract in October 2013, the effects of which are not expected to be material to our results of operations. As of June 30, 2013, the fair value of this swap contract was a liability of $0.3 million.

Our other interest rate swap contracts are designated as cash flow hedges and modify the variable rate nature of that portion of our variable rate debt. These swaps have maturity dates ranging from October 2015 through December 2016. In total, we had 82% and 64% of our variable rate debt under our credit facility at fixed rates at June 30, 2013 and December 31, 2012, respectively. As of June 30, 2013, the fair market value of these swap contracts was a net liability of $9.6 million. The values of such contracts are subject to changes in interest rates.

At June 30, 2013, we had $193.4 million of variable rate debt that was not hedged, including $80.0 million of outstanding debt under the receivables securitization facility, which bears interest based on commercial paper rates. Using sensitivity analysis to measure the impact of a 100 basis point movement in the interest rates, interest expense would change by $1.9 million over the next twelve months. To the extent that we have cash investments earning interest, a portion of the increase in interest expense resulting from a variable rate change would be mitigated by higher interest income.

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The proceeds of our May 2013 senior notes offering were also used to finance our euro-denominated acquisition of Sator, as well as to repay a portion of our pound sterling-denominated revolver borrowings held by our European operations. In connection with these transactions, in the second quarter of 2013 we entered into euro-denominated and pound sterling-denominated intercompany notes, which we intend to settle and which may incur transaction gains and losses from fluctuations in the U.S. dollar against these currencies. To mitigate these fluctuations, in May 2013 we entered into foreign currency forward contracts to sell €150.0 million for $195.0 million and £70.0 million for $105.8 million. The gains or losses from the remeasurement of these contracts are recorded to earnings to offset the remeasurement of the related notes. As of June 30, 2013, the fair market value of these forward contracts was a liability of $1.2 million.

Additionally, we are exposed to currency fluctuations with respect to the purchase of aftermarket products from foreign countries. The majority of our foreign inventory purchases are from manufacturers based in Taiwan. While our transactions with manufacturers based in Taiwan are conducted in U.S. dollars, changes in the relationship between the U.S. dollar and the Taiwan dollar might impact the purchase price of aftermarket products. Our aftermarket operations in Canada, which also purchase inventory from Taiwan in U.S. dollars, are further subject to changes in the relationship between the U.S. dollar and the Canadian dollar. Our aftermarket operations in the U.K. also source a portion of their inventory from Taiwan, as well as from other European countries and China, resulting in exposure to changes in the relationship of the pound sterling against the euro and the U.S. dollar. We hedge our exposure to foreign currency fluctuations for certain of our purchases in our European operations, but the notional amount and fair value of these foreign currency forward contracts at June 30, 2013 were immaterial. We do not currently attempt to hedge our foreign currency exposure related to our foreign currency denominated inventory purchases in our North American operations, and we may not be able to pass on any price increases to our customers.

Foreign currency fluctuations may also impact the financial results we report for the portions of our business that operate in functional currencies other than the U.S. dollar. Our operations in Europe and other countries represented 26% of our revenue during the six months ended June 30, 2013. An increase or decrease in the strength of the U.S. dollar against these currencies by 10% would result in a 3% change in our consolidated revenue and a 2% change in our operating income for the six months ended June 30, 2013.

Other than with respect to our intercompany transactions denominated in euro and pound sterling and a portion of our foreign currency denominated inventory purchases in the U.K., we do not hold derivative contracts to hedge foreign currency risk. Our net investment in foreign operations is partially hedged by the foreign currency denominated borrowings we use to fund foreign acquisitions. Additionally, we have elected not to hedge the foreign currency risk related to the interest payments on these borrowings as we generate pound sterling and Canadian dollar cash flows that can be used to fund debt payments. As of June 30, 2013, we had amounts outstanding under our revolver facility denominated in pounds sterling of £50.0 million ($76.1 million), Canadian dollars of CAD $110.0 million ($104.6 million) and euros of €2.0 million ($2.6 million).

We are also exposed to market risk related to price fluctuations in scrap metal and other metals. Market prices of these metals affect the amount that we pay for our inventory as well as the revenue that we generate from sales of these metals. As both our revenue and costs are affected by the price fluctuations, we have a natural hedge against the changes. However, there is typically a lag between the effect on our revenue from metal price fluctuations and inventory cost changes. Therefore, we can experience positive or negative margin effects in periods of rising or falling metal prices, particularly when such prices move rapidly. If market prices were to fall at a greater rate than our vehicle acquisition costs, we could experience a decline in gross margin rate. As of June 30, 2013, we held short-term metals forward contracts to mitigate a portion of our exposure to fluctuations in metals prices specifically related to our precious metals refining and reclamation business acquired in the second quarter of 2012. The notional amount and fair value of these forward contracts at June 30, 2013 were immaterial.

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Item 4. Controls and Procedures.

Disclosure Controls and Procedures

As of June 30, 2013, the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of LKQ Corporation’s management, including our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective in providing reasonable assurance that the information we are required to disclose in the report on Form 10-Q has been recorded, processed, summarized and reported as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file under the Securities Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

Other than the change in internal control resulting from the acquisition of Sator effective May 1, 2013, there were no significant changes in our internal control over financial reporting during the quarter ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A.Risk Factors.

Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition and results of operations, and the trading price of our common stock. Please refer to our Annual Report on Form 10-K for fiscal year 2012 and our Quarterly Report on Form 10-Q filed subsequent to the Annual Report on Form 10-K for information concerning risks and uncertainties that could negatively impact us.

Item 6. Exhibits.

Exhibits

Exhibit Number	Description of Exhibit
3.1	Certificate of Incorporation of LKQ Corporation, as amended to date.
4.1	Amendment and Restatement Agreement dated as of May 3, 2013 by and among LKQ Corporation, LKQ Delaware LLP, and certain additional subsidiaries of LKQ Corporation, as borrowers, certain financial institutions, as lenders, and Wells Fargo Bank, National Association, as administrative agent (incorporated herein by reference to Exhibit 4.1 to the Company's report on Form 8-K filed with the SEC on May 6, 2013).
4.2	Indenture dated as of May 9, 2013 among LKQ Corporation, as Issuer, the Guarantors, and U.S. Bank National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company's report on Form 8-K filed with the SEC on May 10, 2013).
10.1	Agreement for the Sale and Purchase of Shares in the Capital of Sator Beheer B.V. dated April 23, 2013 by and among H2 Sator B.V., Cooperatieve H2 Sator U.A., Holding Sator Management B.V. and LKQ Netherlands B.V.
10.2	Proposed Activity Agreement dated April 22, 2013 between Draco Limited, LKQ Euro Limited and LKQ Corporation.
10.3	ISDA 2002 Master Agreement between Wells Fargo Bank, National Association and LKQ Corporation, and related Schedule.
10.4	Form of LKQ Corporation Restricted Stock Unit Agreement for Non-Employee Directors.
10.5	Form of LKQ Corporation Restricted Stock Unit Agreement.
10.6	Registration Rights Agreement dated as of May 9, 2013 among LKQ Corporation, the Guarantors, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representative of Initial Purchasers (incorporated herein by reference to Exhibit 10.1 to the Company's report on Form 8-K filed with the SEC on May 10, 2013).
14.1	LKQ Corporation Code of Ethics.
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 2, 2013.

LKQ CORPORATION

/s/ JOHN S. QUINN

John S. Quinn

Executive Vice President and Chief Financial Officer

(As duly authorized officer and Principal Financial Officer)

/S/ MICHAEL S. CLARK

Michael S. Clark

Vice President — Finance and Controller

(As duly authorized officer and Principal Accounting Officer)

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EX-3.1

Exhibit 3.1

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:40 PM 05/07/2013

FILED 04:40 PM 05/07/2013

SRV 130538638 - 2859370 FILE

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

OF

LKQ CORPORATION

LKQ Corporation (hereinafter called the "corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

1. The name of the corporation is LKQ Corporation.

2. The certificate of incorporation of the corporation is hereby amended by striking out Article Fourth thereof and by substituting in lieu of said Article the following new Article:

FOURTH: The total number of shares of all classes of capital stock which the corporation shall have authority to issue is one billion (1,000,000,000) shares of common stock, par value $.01 per share.

3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

Executed on this 7^th day of May, 2013.

/s/ VICTOR M. CASINI

Victor M. Casini, Senior Vice President and General Counsel

Delaware Certificate of Amendment After Payment of Capital 1/96 - 1

EX-10.1

Exhibit 10.1

SALE AND PURCHASE AGREEMENT

PROJECT CARCARE

23 April 2013

CONTENTS

1.	DEFINITIONS AND INTERPRETATION	3
2.	SALE AND PURCHASE OF THE SHARES	4
3.	LEAKAGE AND PERMITTED LEAKAGE	6
4.	PRE-COMPLETION COVENANTS	8
5.	COMPLETION	12
6.	POST-COMPLETION COVENANTS	14
7.	SELLERS' WARRANTIES	17
8.	TAX COVENANT	19
9.	LASAULEC INDEMNITY	19
10.	CLAIMS AND LIMITATION OF LIABILITY	20
11.	DUE DILIGENCE INVESTIGATION / AWARENESS OF CLAIMS	27
12.	PURCHASER'S WARRANTIES	27
13.	ESCROW AGREEMENTS	28
14.	RESTRICTIVE COVENANTS	29
15.	CONFIDENTIALITY	29
16.	SATOR NAME	30
17.	MISCELLANEOUS	30
18.	GOVERNING LAW AND DISPUTE SETTLEMENT	33

(i)

SCHEDULES
Schedule	B	Corporate chart
Schedule	1.1	Definitions
Schedule	2.2	Deed of Transfer
Schedule	2.7.1	W&I Insurance Policy
Schedule	3.2	Leakage Notice
Schedule	4.4	Guarantee LKQ Corporation
Schedule	4.5	Press releases
Schedule	5.3.a	Notary Letter
Schedule	5.3.b	Completion Agenda
Schedule	6.6.7	Form of assignment agreement
Schedule	6.7	Purchase Programme Nipparts
Schedule	7.2	Sellers' Warranties
Schedule	8	Tax
Schedule	10.7.1.a	Accounts
Schedule	11.1.a	Data Room DVD
Schedule	11.1.a(ii)	Disclosure Letter
Schedule	12.1	Purchaser's Warranties
Schedule	13.1	Escrow Agreement
Schedule	13.2	Tax Escrow Agreement
Schedule	14	Restrictive covenants

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Execution version

THIS AGREEMENT ("AGREEMENT") IS MADE BETWEEN:

I. H2 SATOR B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands with its registered seat in Amsterdam, the Netherlands, registered with the trade register of the Chamber of Commerce in the Netherlands under number 34341144 ("Seller A");

II. COOPERATIEVE H2 SATOR U.A., a cooperative with excluded liability (Cooperatie U.A.), incorporated under the laws of the Netherlands with its registered seat in Amsterdam, the Netherlands, registered with the trade register of the Chamber of Commerce in the Netherlands under number 34373652 ("Seller B");

III. HOLDING SATOR MANAGEMENT B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands with its registered seat in Schiedam, the Netherlands, registered with the trade register of the Chamber of Commerce in the Netherlands under number 24481004 ("Seller C"); and

IV. LKQ NETHERLANDS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands with its registered seat in Schiedam, the Netherlands, registered with the trade register of the Chamber of Commerce in the Netherlands under number 57731306 (the "Purchaser"),

Seller A, Seller B, and Seller C hereafter collectively referred to as the "Sellers" and each individually as a "Seller"; the Sellers and the Purchaser hereafter jointly referred to as the "Parties", and each individually a "Party".

RECITALS:

A. Seller A, Seller B and Seller C together hold all issued and outstanding shares (the "Shares") in the capital of SATOR BEHEER B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands, with registered seat in Amsterdam, the Netherlands, registered with the trade register of the Chamber of Commerce under number 34341147 ("Company").

B. The Company, directly or indirectly, owns the subsidiaries (the "Subsidiaries") as set out on the corporate chart attached as Schedule B (the Company and the

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Execution version

Subsidiaries collectively the "Group" and the "Group Companies", and each individually a "Group Company").

C. The Group is a wholesale distributor of automotive parts and light garage tools for the independent aftermarket for passenger cars and light commercial vehicles in the Benelux and Northern France and under the Nipparts brand and the Quinton Hazell brand, the Group also supplies private label (a brand sold under a name other than the manufacturer’s name) automotive parts for passenger cars and light commercial vehicles to other wholesale distributors in other countries in Europe (the "Business").

D. The Sellers initiated a sale process in respect to the Company, with the intention to provide a select group of potential purchasers an opportunity to make an offer for the Company.

E. H2 Equity Partners Ltd and the Purchaser have entered into a non-disclosure agreement on 29 October 2012 (the "Confidentiality Agreement") and the Sellers and the Purchaser have entered into (ii) a letter of intent on 29 January 2013 (the "Letter of Intent"), pursuant to which certain confidential information relating to the Group and the Business was made available to the Purchaser. Moreover, the Purchaser and its advisors were provided with the Disclosed Information (as defined below), attended and participated in the Management Presentations (as defined below), and provided with the opportunity to raise such questions in relation to the Group and the Business as they required.

F. The Parties have reached agreement on a transaction whereby the Purchaser will acquire all Shares from the Sellers, subject to the terms and conditions set out in this Agreement (the "Transaction").

G. The Parties have, to the extent applicable, complied with the relevant requirements under (i) the Dutch 2000 Merger Code of the Social-Economic Council (SER-besluit Fusiegedragsregels 2000), (ii) the Dutch Works Councils Act (Wet op de ondernemingsraden), and (iii) the applicable collective labour agreements (collectieve arbeidsovereenkomsten), and (iv) foreign equivalents of the foregoing.

H. The Sellers and the Purchaser have obtained all internal and external approvals and consents required for the entering into and execution of this Agreement.

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Execution version

IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1. Definitions

In this Agreement, save where explicitly provided otherwise, capitalised words and expressions have the meanings specified or referred to in Schedule 1.1.

1.2. Interpretation

In this Agreement, unless specified otherwise:

a. "Clause", "Recital", "Schedule" or "Annex " means a clause (including all subclauses), a recital, a schedule or an annex in or to this Agreement;

b. the Recitals, Schedules, Annexes and any other attachments to this Agreement form an integral part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement and a reference to this Agreement includes the Recitals, Schedules, Annexes to Schedules and any other attachments to this Agreement;

c. the headings are included for convenience of reference only and shall not affect the interpretation of this Agreement or of any provisions thereof;

d. legal terms refer to Dutch legal concepts only, references to legal terms or concepts apply even where the concept referred to by such term does not exist outside the Netherlands and, if necessary, shall include a reference to the term in that jurisdiction outside the Netherlands that most approximates the Dutch term;

e. the words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation";

f. a reference to a person includes any individual, corporation, entity, limited liability partnership, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organisation or government, whether or not having separate legal personality, and wherever incorporated or registered;

g. references to books, records or other information shall include books, records or other information stored in any form, including electronic data carriers and any other form of data carrier;

h. the singular includes the plural and vice versa, and each gender includes any other gender;

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i. the words "as of" shall be deemed to include the date or moment in time specified thereafter; and

j. where a reference is made to the Sellers' best knowledge or awareness or any similar expression, such statement shall be deemed to refer to the actual knowledge of the Sellers on the Signing Date, and anything they would have had knowledge of after having made due and careful enquiry with Senior Management and Messrs H.J. Geerts and P.H.L. Kalverboer.

1.3. Drafting

The provisions of this Agreement shall not be interpreted adversely against a Party for the reason that such Party or any of its advisors was or were, or is or are deemed to have been, responsible for the drafting of that provision.

2. SALE AND PURCHASE OF THE SHARES

2.1. Sale and purchase

Subject to the terms and conditions of this Agreement:

a. Seller A hereby sells its part of the Shares to the Purchaser and the Purchaser hereby purchases such Shares from Seller A;

b. Seller B hereby sells its part of the Shares to the Purchaser and the Purchaser hereby purchases such Shares from Seller B; and

c. Seller C hereby sells its part of the Shares and the Purchaser hereby purchases such Shares from Seller C.

2.2. Transfer

Subject to the terms and conditions of this Agreement, the transfer of the Shares ("Completion") shall take place free from any and all Encumbrances on 1 May 2013 or such other date agreed in writing by the Parties (the "Completion Date"), by executing the deed of transfer of shares, substantially in the form attached hereto as Schedule 2.2 (the "Deed of Transfer").

2.3. Effective Date

Subject to Completion taking place, the sale and transfer of the Shares will have economic effect from 0.00 hours a.m. CET on 1 January 2013 (the "Effective Date") Therefore, subject to Completion taking place and the provisions of this Agreement, the risk and benefit of the Shares, and the risk and benefit of the Group and the Business, will be for the account of the Purchaser as of the Effective Date. The foregoing implies that, except as set out herein, after the Effective Date no Leakage (as defined below)to the Sellers has taken place (for

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the avoidance of doubt, it being agreed that Permitted Leakage shall not constitute Leakage).

2.4. Purchase Price

2.4.1. The purchase price for the Shares (the "Purchase Price") shall be:

(i) EUR 162,500,000(one hundred and sixty-two million five hundred thousandeuros); plus

(ii) EUR 4,000,000 (four million euros) relating to the period between 31 December 2012 until the Completion Date (together with 2.4.1(i), the "Equity Value"); plus

(iii) the Nipparts Claim Proceeds (as defined in Clause 6.6), if any; minus

(iv) the W&I Insurance Premium equal to an amount of EUR 258,492.30 (two hundred fifty-eight thousand and four hundred ninety-two euros); minus

(v) the Net Permitted Leakage Amount; minus

(vi) the Net Leakage Amount (if any).

2.5. Payment

2.5.1. The Purchaser shall without any deduction, set off or suspension, pay the amount of the Purchase Price to the Sellers in cash in accordance with Clause 5 (Completion).

2.5.2. Any payment made under this Agreement by or on behalf of a Seller to the Purchaser, including as compensation for a breach of the Agreement, or by the Purchaser to the Sellers shall be deemed to be an adjustment of the Purchase Price and treated accordingly by the Parties in all relevant respects.

2.6. Refinancing

2.6.1. It is currently assumed that, unless otherwise determined by the Purchaser between the Signing Date and the Completion Date (as further set out in Clause 4.6), at Completion the Existing Financing Facilities will be repaid. Unless it is agreed between the Parties and the Financing Banks that the Existing Financing Facilities will remain in place and no break, prepayment or waiver fees will become payable to the Financing Banks, the Purchaser shall procure that, at Completion, the Group Companies shall have sufficient funds to repay the Existing Financing Facilities, in accordance with Clause 5.2 (and whereby, for the avoidance of doubt, any and all break fees, termination fees, waiver fees or prepayment fees will be for the Sellers' account as Leakage, even if such fees and costs are due post Completion but relate to the repayment of the Existing

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Financing Facilities, and the definition of Leakage is deemed to include this principle).

2.6.2. At Completion, any remaining balance of the intragroup payables between the Sellers on the one hand and the Group Companies on the other hand will be settled. The Purchaser shall procure that, at Completion, the Group Companies shall have sufficient funds to repay any remaining intercompany payables to the Sellers; as the case may be the Sellers shall repay any remaining intragroup payables to the Group Companies ultimately at Completion from the Purchase Price.

2.6.3. The Sellers shall notify the Purchaser in writing no less than two (2) Business Days (as defined below) before the Completion Date of the expected outstanding amounts under the Existing Financing Facilities at Completion (the "Refinancing Amounts"), such amount to include accrued interest and any and all repayment or prepayment penalties.

2.7. W&I Insurance Policy

2.7.1. The Purchaser confirms that it has, prior to the Signing Date, duly executed the W&I Insurance Policy (as defined below), and that the W&I Insurance Policy is therefore in full force and effect. A copy of the executed W&I Insurance Policy, and of a cost confirmation of the W&I Insurance Premium, have been attached to this Agreement as Schedule 2.7.1. The Purchaser will provide the Sellers with the W&I Insurance Premium invoice ultimately two (2) Business Days after receipt thereof by the Purchaser.

2.7.2. The W&I Insurance Premium shall be paid to the W&I Insurance Company in the manner and to the accounts as set forth in the Notary Letter. For the avoidance of doubt, the amount of the invoice relating to the W&I Insurance Premium shall be deducted from the Purchase Price in accordance with Clause 2.4.1(iv).

3. LEAKAGE AND PERMITTED LEAKAGE

3.1. Leakage

In accordance with Clause 2.4, the Purchase Price shall be reduced by an amount equal to the net effects (after deducting any Leakage Tax Benefit) of any Leakage, in the period as of the Effective Date up to and including the Completion Date (the "Net Leakage Amount"), and the net effects of any Permitted Leakage (the "Net Permitted Leakage Amount").

3.2. Leakage notice

3.2.1. The Sellers shall notify the Purchaser in writing of any Leakage and the Net Leakage Amount and any Permitted Leakage and the Net Permitted Leakage

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Amount (the "Leakage Notice") at least two (2 days) prior to the Completion Date. A draft Leakage Notice is attached hereto as Schedule 3.2 (the "Draft Leakage Notice"), it being specifically agreed and understood between the Parties that for each individual line item the respective Tax Benefit amounts in the Draft Leakage Notice will in the Leakage Notice not change as a percentage of the respective Gross Amount and the respective VAT percentage in the Leakage Notice will be the same percentage as used in the Draft Leakage Notice.

3.2.2. The Leakage Notice shall be binding for the purposes of determining the Purchase Price payable at Completion and shall only be subject to challenges in accordance with Clause 3.3.

3.3. Procedure for Additional Leakage

3.3.1. If the Purchaser does not agree with the Leakage or the Net Leakage Amount or the Permitted Leakage and the Net Permitted Leakage Amount notified by the Sellers, or identifies any Additional Leakage within four (4)months after Completion, then the Purchaser shall be entitled to deliver, within this four (4) month period, a written notice to the Sellers, setting out the corrected Leakage and/or the Additional Leakage identified together with evidence thereof and a calculation of the net effects (after deducting any (Leakage) Tax Benefit) of such corrected Leakage, Permitted Leakage, and/or Additional Leakage (the "NetAdditional Leakage Amount").

3.3.2. If the Sellers and the Purchaser do not agree on the Net Additional Leakage Amount within twenty (20) Business Days of receipt of the written notice from the Purchaser by the Sellers, as referred to in Clause 3.3.1, the Net Additional Leakage Amount shall be determined by an independent expert (the "Independent Expert") as follows:

a. the Sellers and the Purchaser shall jointly nominate one of the following accountancy firms, (i) Deloitte, (ii) PwC, (iii) KPMG, (iv) Ernst & Young, or (v) such other firm as they may mutually agree, to be the Independent Expert;

b. if the Sellers and the Purchaser do not jointly agree on the nomination of the Independent Expert within ten (10) Business Days after the lapse of the twenty (20) Business Days period referred to above, the Independent Expert shall be decided by random drawing (from the accountancy firms named in a.(i) through a.(iv) above) and the Sellers and the Purchaser shall appoint such firm as the Independent Expert;

c. the terms of reference for the Independent Expert shall be to determine, by means of a binding advice (bindend advies) the corrected Leakage or Net

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Leakage Amount or the Net Additional Leakage Amount, if any, within twenty (20) Business Days of its appointment;

d. the Independent Expert shall be entitled to determine the procedure applicable to its determination;

e. the Independent Expert shall act as expert and not as arbitrator; and

f. the fees and expenses arising out of the engagement of the Independent Expert shall be borne by: (i) the Seller, if the Independent Expert determines there should be a correction to the Leakage or the Net Leakage Amount or the Permitted Leakage or the Net Permitted Leakage Amount, or there is Additional Leakage; (ii) the Purchaser, if the Independent Expert is asked to determine any corrections to Leakage or Permitted Leakage and determines that there are no corrections to the Leakage or the Net Leakage Amount or the Permitted Leakage or the Net Permitted Leakage Amount and, if the Independent Expert is asked to determine Additional Leakage and determines that there is no Additional Leakage.

3.3.3. Within fifteen (15) Business Days of the Sellers and the Purchaser reaching agreement on corrected Leakage, Net Leakage Amount, Permitted Leakage, Net Permitted Leakage Amount or Net Additional Leakage Amount, or as the case may be the determination thereof in accordance with Clause 3.3.2, the Sellers shall pay to the Purchaser the Net Additional Leakage Amount.

4. PRE-COMPLETION COVENANTS

4.1. General conduct

Subject to Clause 4.3, between the Signing Date and the Completion Date, the Sellers shall procure that each Group Company shall:

a. carry on its part of the Business in the ordinary course and in accordance with past practices; and

b. preserve its present business organisations, lines of business and relationships with customers, suppliers and other third parties, in each case consistent with past practice.

4.2. Consent matters

4.2.1. Without prejudice to the generality of Clause 4.1 and to the extent allowed under applicable Law, between the Signing Date and the Completion Date, the Sellers shall procure that the Group Companies shall not, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld, delayed or made conditional) and except in as far allowed under Clause 4.3, take any action or decision to:

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(i) allow any Leakage to be made, paid or occur;

(ii) issue, repurchase and/or cancel any shares, options, warrants, bonds or similar instruments in as far as this does not concern intragroup transactions;

(iii) issue any depositary receipts;

(iv) apply for the listing of any shares or debt instruments on a stock exchange;

(v) participate in the capital of another company or cooperation or amend the scope of such participation, including but not limited to the establishment of joint ventures or the alienation of (shares in) Subsidiaries and/or current joint ventures, except in as far as (a) the investment concerned with such subsidiaries and/or joint venture are (anticipated to be) immaterial to the Group or (b) it concerns intra-Group restructuring;

(vi) amend the articles of association, by laws, certificates of incorporation or similar corporate governance documents of any Group Company;

(vii) file for the complete or partial liquidation, dissolution, merger, consolidation, bankruptcy or suspension of payments of any Group Company;

(viii) grant or revoke powers of attorney, except if immaterial or with regard to a revocation in an urgent matter;

(ix) adopt or amend the annual budget, revised forecast or long term business plans of the Group;

(x) enter into agreements in which any Group Company provides a surety or undertakes joint and several liability, or provide security for a debt of a third party (excluding the use of existing banking credit facilities);

(xi) lend or borrow any money in excess of EUR 200,000 in the aggregate (excluding the use of existing committed banking credit facilities);

(xii) enter into an amendment of the Existing Financing Facilities to increase the amount that may be borrowed under any of the Existing Financing Facilities;

(xiii) amend the accounting principles used by the Group, unless required by accounting standards;

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(xiv) enter into long term co-operation agreements in excess of EUR 200,000 in the aggregate and the cancellation of such co-operation agreements, other than long term supplier contracts in the ordinary course of business;

(xv) enter into any new contracts, arrangements or obligations, or amend or terminate any of the foregoing, that involve payments of more than EUR 200,000 per year except with customers and suppliers in the ordinary course of business;

(xvi) make any capital expenditure of more than EUR 200,000 (two hundred thousand euros) not currently foreseen or included in the budget / business plan of the Group;

(xvii) transfer, let, lease or encumber assets, including real property or intellectual property with a value in excess of EUR 25,000;

(xviii) institute, settle or agree to settle any litigation, action or proceeding by or before any Governmental Entity or arbitral body, where the potential value or loss exceeds EUR 100,000 (one hundred thousand euros);

(xix) hire a new CEO for the Group without the prior approval of the Purchaser;

(xx) make, or permit any other person to make, any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, or make any addition to or other change in any retirement, welfare, fringe or severance benefit or vacation plan, to or in respect of any shareholder, director, officer, Employee or agent of any Group Company, except, in each case, (i) changes in compensation, commission, bonus or similar remuneration with respect to brokers, salesmen, distributors or agents in the ordinary course of business, (ii) as required by any existing plan, arrangement or other obligation, (iii) as required by applicable laws or regulations, (iv) for increases in salary, wages and benefits consistent with past practice, and (v) in conjunction with new hires in the ordinary course of business;

(xxi) significantly change the working conditions of a considerable number of Employees;

(xxii) introduce or amend any collective incentive scheme / bonus scheme for the Group;

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(xxiii) set up or amend any pension schemes and award pension rights other than under an existing and approved Group pension scheme; and

(xxiv) agree to, or agree to do, any of the foregoing.

4.3.Permitted actions

4.3.1. The Sellers shall not be in breach of Clause 4.1 or 4.2 if and to the extent that the relevant Group Company:

a. undertakes the action to perform or meet any obligations existing or in effect as per the Signing Date, only to the extent disclosed to the Purchaser in the Disclosed Information, or originating from the period prior to the Signing Date, only to the extent disclosed to the Purchaser in the Disclosed Information; and/or

b. could not reasonably have acted otherwise without material detriment to, or without foregoing a material benefit to, any part of the Business.

4.3.2. For the avoidance of doubt, no action undertaken by one or more of the Group Companies which is explicitly allowed by Clause 4.1 or 4.2 shall require the Purchaser's consent.

4.3.3. If the Purchaser has not objected in writing, setting out in reasonable detail its objections, within five (5) Business Days after receipt of a written request for consent by any or more of the Sellers or any Group Company in respect of any of the actions in Clause 4.2.1, the Purchaser shall be deemed to have consented to the proposed action. In the event the Purchaser timely and duly notifies the Sellers and the relevant Group Company of its objection, the Parties will promptly and as soon as reasonably possible discuss the proposed action and the Purchaser's objection with the objective of reaching agreement with regard to the action to be undertaken.

4.4.LKQ Corporation guarantee

The Purchaser's ultimate parent company, LKQ Corporation, has confirmed to the Sellers that it guarantees full and timely performance of all of the Purchaser's obligations under this Agreement (and those of the Purchaser's assignees, if any) for the benefit of the Sellers and their assignees (if any). The guarantee from LKQ Corporation is attached to this Agreement as Schedule 4.4.

4.5.Communications to Employees and commercial relations

As soon as reasonably possible following the Signing Date, the Parties will jointly advise the Employees (as defined below) and key customers and suppliers of the Group of the Transaction. The Parties have agreed, or will agree in good faith, on

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the identity of the key customers and suppliers of the Group that are to be informed of the Transaction. For the avoidance of doubt, it is agreed that no event that may occur in relation to these communications shall affect the Parties' obligations to proceed with Completion. The press releases and communications to be issued and communicated by the respective Parties are attached to this Agreement as Schedule 4.5.

4.6.Communications with Financing Banks

As referred to in Clause 2.6, as soon as reasonably possible following the Signing Date, the Purchaser and the Sellers will jointly approach the Financing Banks with a view to enable the Purchaser to determine whether it wishes for, and whether the Financing Banks are willing to allow for, the Existing Financing Facilities to remain in place (thus avoiding any break fees, prepayment fees or waiver fees becoming payable to the Financing Banks).

4.7. Non-compete agreements

Between the Signing Date and the Completion Date, the Purchaser may discuss non-compete agreements with certain key employees identified by the Purchaser, with a view to obtain executed non-compete agreements from such individuals. Upon the Purchaser's request, the Sellers will reasonably cooperate with the Purchaser in this respect. For the avoidance of doubt it is acknowledged that no other obligation in this respect shall rest with the Sellers and the execution of non-compete agreements is not a condition to Completion in any way.

5. COMPLETION

5.1. Date and place

Completion shall occur at the Amsterdamoffices of Baker & McKenzie, Claude Debussylaan 54, 1082 MD Amsterdam, The Netherlands, beginning at 00.01 a.m. CET (or such other time agreed between the Parties) on the Completion Date.

5.2. Payment

The Purchaser shall procure that no later than one (1) Business Day prior to the Completion Date the Purchase Price, the W&I Insurance Premium and the Refinancing Amounts have been received by the Notary in the Notary's Account, in immediately available funds and with value on the Completion Date, this transfer being sufficient to instruct and authorise the Notary:

a. subject to the Deed of Transfer having been executed, to hold such amounts for and on behalf of the Sellers, the Financing Banks providing the Existing Financing Facilities and the W&I Insurance Company and to transfer it to the

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Sellers, the Financing Banks and the W&I Insurance Company in accordance with Clause 5.3.d; or

b. if the Deed of Transfer is not executed at 23:59 CET on the Completion Date, to return such amounts to the Purchaser,

all in accordance with the Notary Letter (as defined below).

5.3. Completion events

After confirmation by the Notary that the Purchase Price has been received in the Notary's Account, the following shall occur on the Completion Date (to the extent not duly completed prior to the Completion Date), in the order stated in this Clause 5.3:

a. the Parties and any other relevant party shall sign the notary letter substantially in the form attached as Schedule 5.3.a (the "Notary Letter");

b. each of the Parties shall perform or procure the performance of the actions allocated to it in the Completion Agenda attached as Schedule 5.3.b in the order stated therein;

c. the Sellers and the Purchaser shall cause the Shares to be transferred to the Purchaser by way of execution of the Deed of Transfer;

d. upon execution of the Deed of Transfer, the Notary shall transfer the Purchase Price to the Sellers as the Sellers will direct, the Refinancing Amounts to the Financing Banks, the Escrow Amount (as defined below) and the Tax Escrow Amount (as defined below) to the Escrow Account (as defined below) and the W&I Insurance Premium to the W&I Insurance Company;

all in accordance with the Notary Letter.

5.4. Breach of Completion obligations

If any Party fails to comply with any of its obligations under Clause 5, the non-defaulting Parties shall be entitled, in addition and without prejudice to all other rights and remedies available to it (including any right to claim payment of damages), through a written notification to the defaulting Party:

a. to require the defaulting Party to proceed with, and effect, Completion to the extent practicable (taking into consideration the defaults that have occurred) and set a new date for the finalization of Completion through the effecting of the remaining obligations and actions as set out in the Completion Agenda on such date, in which event:

(i) the provisions of this Agreement shall apply as if that later date were the date originally set for Completion (and, for the avoidance of doubt, it

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is agreed that in that event the Completion Date shall, for the purposes of this Clause 5.4, be on this later date and that the Parties' rights under this Clause 5.4 shall remain in effect); and

(ii) if the Purchaser is the defaulting Party, in addition to any other accrued interest, an amount equal to the commercial statutory interest (wettelijke handelsrente) as defined in article 6:119a of the Dutch Civil Code (at the then applicable rate) shall accrue on the Purchase Price from the date originally set for Completion until the date of payment of the Purchase Price; or

b. to terminate this Agreement with immediate effect by way of written notice to the other Party.

6. POST-COMPLETION COVENANTS

6.1. Further assurances

On or after Completion, each Party shall, at its own expense, execute and perform (or procure to be executed and performed by any other relevant Person) all such deeds, documents, acts and activities as may from time to time reasonably be required in order to vest all the Shares in the Purchaser or as otherwise may be necessary to give full effect to this Agreement.

6.2. Access to information & retention of records

6.2.1. As from the Signing Date the Sellers shall procure that the Purchaser and any persons authorized by it will be given all such information relating to the Group and such access to the premises and all books, records, accounts and other documentation of the Group as the Purchaser may reasonably request and be permitted to take copies of any such books, records, accounts and other documentation and that the officers and employees of the Group Companies shall be instructed to promptly make available all such information and explanations to any such persons as aforesaid as may be reasonably requested by it or them.

6.2.2. For a period of seven (7) years after the Completion Date, the Purchaser shall retain all books, records and other written information relating to the Group. To the extent this is reasonably required by the Sellers, the Purchaser shall procure that the Group shall without delay provide to the Sellers such information and access to, and copies of, the corporate books and records of each of the Group Companies as being necessary to the Sellers in properly fulfilling their obligations pursuant to this Agreement and/or Tax laws and regulations or otherwise required in connection with Tax affairs in respect of the period prior to the Completion Date.

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6.3. Release of Sellers

Subject to Completion taking place, the Parties shall ensure, with effect as of Completion, the release of the Sellers from any (joint and/or several) guarantees or liability given by, assumed by or binding upon the Sellers in relation to any liability of the Group Companies (including the Existing Financing Facilities). Subject to Completion taking place, the Purchaser shall, and shall procure that the Group Companies shall, indemnify the Sellers for any liability, costs and expenses incurred by the Sellers as a result of any (joint and/or several) guarantees or liability given by, assumed by or binding upon the Sellers in relation to any liability or liabilities of any Group Companies (including the Existing Financing Facilities).

6.4. Release of Claims against Group Companies

The Sellers confirm and agree that (i) the Sellers nor H2 Equity Partners have any claims of any nature whatsoever against any of the Group Companies, with the exception of management fees set forth in the Leakage Notice and (ii) subject to Completion having taken place any and all agreements between the Sellers and/or H2 Equity Partners on the one hand and any of the Group Companies on the other hand shall be deemed terminated without liability to the Group Companies.

6.5. Sellers’ Guarantees

Prior to Completion and with the exception of the Existing Financing Facilities, the Sellers will assume, or procure the release as of the Completion Date of, or procure the release of the Group Companies under, all guarantees and other securities of any kind issued to secure obligations of the Sellers (the “Sellers’ Guarantees”) that the Group Companies have executed or assumed or to which they are subject. The Sellers will indemnify and hold harmless (schadeloos stellen en vrijwaren) the Purchaser and the Group Companies from any and all loss or expense arising directly or indirectly or in connection with any Sellers’ Guarantees after the Signing Date.

6.6. Nipparts Claim Proceeds

6.6.1. The Purchaser shall pay to the Sellers as additional Purchase Price the net (after Tax) proceeds (if any) actually collected by the Group at any time before or after Completion as a result of a favorable final judgment in, or settlement of, the ongoing litigation (the "Nipparts Claim") against a former director of Nipparts B.V. (the "Nipparts Claim Proceeds"), subject to the terms of this Agreement.

6.6.2. The Nipparts Claim Proceeds shall be paid in full and without any deduction, set off or suspension, in cash by the Purchaser to the Sellers (and/or any of their

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Affiliates) as the Sellers will direct within seven (7) Business Days after the Purchaser or any of the Group Companies has collected the Nipparts Claim Proceeds.

6.6.3. The Sellers will be entitled to conduct the litigation and negotiations in relation to the Nipparts Claim, and the Purchaser will procure that the Group shall adhere to the Sellers' instructions in this respect and where so required by the Sellers grant them power of attorney to represent the Group. The Sellers shall indemnify and compensate the Group for the net third party costs (after Tax) of such litigation incurred after the Effective Date, including without limitation the legal fees, auditors fees, court fees, expert fees and consultants fees incurred by the Group on the designation of the Sellers). The Parties agree that the provisions of Clause 10 (Claims and Limitation of Liability) do not apply to the indemnity in this Clause 6.6. For the avoidance of doubt none of the disclosures made by the Sellers or any information obtained by the Purchaser in connection with this Agreement shall limit or affect any of the indemnities set forth in this Clause 6.6.

6.6.4. The net effects (after Tax) of any third party costs actually incurred by a Group Company on the designation of the Sellers shall be paid in full and in cash by the Sellers to the respective Group Company (and/or any of its Affiliates as the Purchaser may direct) direct, within seven (7) Business Days after the Purchaser has notified the Sellers in writing of net effects (after Tax) of such costs and providing the relevant invoice and proof of payment of such invoice, subject to the stipulations of this Agreement.

6.6.5. In the event the Sellers do not agree with the Purchaser's calculation of the net effects (after Tax) of such costs, the Sellers must notify the Purchaser hereof within seven (7) Business Days after receipt of the Purchaser's notification; if the Sellers and the Purchaser cannot reach agreement on the relevant amounts within ten (10) Business Days following the Sellers' written notice to the Purchaser, then the relevant amounts shall be determined by the Independent Expert, and paid by the Sellers, all in accordance with the provisions of Clause 3.3.1, mutatis mutandis.

6.6.6. In the event the Sellers fail to timely and fully pay the amounts due to the relevant Group Company pursuant to this Clause 6.6, the Purchaser shall be entitled to provide a final written notice to the Sellers demanding payment of such amounts. If the Sellers then fail to pay such amount in full, the Sellers shall be deemed to have relinquished (“opgegeven”) all their rights in relation to payment of the Nipparts Claim Proceeds. For the avoidance of doubt, this Clause 6.6.6 does not release the Sellers’ from their obligations under Clause 6.6.3.

6.6.7. The Sellers shall be entitled to assign and transfer their rights to receive the Nipparts Claim Proceeds and their obligations to indemnify and compensate the

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Group for the net third party costs (after Tax) of the Nipparts litigation to an entity designated by them at any time before or after Completion. Following such assignment, the Sellers shall no longer have any rights or obligations in this respect, unless the assignee is in breach of this obligation to indemnify and compensate the Group, in which case the Sellers will not be relieved from their obligations under these agreements. The Purchaser will provide its full and timely cooperation for such assignment and transfer. An agreed form of assignment agreement is attached hereto as Schedule 6.6.7.

6.7. Synergy programs

The terms and conditions of the purchase programme between the Group and Unipart Automotive Limited ("Unipart") are attached to this Agreement as Schedule 6.7.

7. SELLERS' WARRANTIES

7.1. Each Seller, in relation only to itself and not in any way to any of the other Sellers, warrants (garandeert) to the Purchaser that, save as disclosed in the Disclosed Information, the following statements are true and accurate at the Signing Date and will be true and accurate at Completion:

Capacity and consequences of sale

a. The Sellers have been duly incorporated and validly exist under the Laws of their respective jurisdictions, and have the necessary corporate capacity and power to enter into this Agreement and to perform their obligations under this Agreement.

b. No Seller has been dissolved or is involved in any procedure for division. No resolution or decision been adopted, petition submitted or proceedings initiated to such effect.

c. No Seller has been declared bankrupt or insolvent or granted a moratorium of payments, nor are there any petitions, proceedings, notices or requests to this effect.

d. All corporate and (where applicable) other action required to be taken by the Sellers to authorise the execution and performance of this Agreement has been duly taken.

e. This Agreement comprises obligations that are legal, valid and binding on the Sellers and enforceable by the Purchaser against the Sellers in accordance with the terms thereof.

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f. The execution, delivery and performance by the Sellers of this Agreement and the consummation by the Sellers of the transactions contemplated in this Agreement do not and shall not:

(i) violate a provision of the organisational documents of the Sellers; or

(ii) conflict or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, any license (including operating licenses), permits or agreement to which they are bound.

Shares

g. The Sellers are the sole legal and beneficial owner (juridische en economische eigenaar) of the Shares sold by them under this Agreement.

h. The shareholders register (“aandeelhouders register”) or similar document of the Group Companies correctly and completely reflects the current and former shareholdings of the Group Companies and all particulars required to be entered in such register.

i. The Shares have been duly issued, placed and fully paid-up and will be free from Encumbrances at Completion.

j. The Shares constitute the entire issued and outstanding share capital of the Company.

k. No depositary receipts have been issued with respect to any of the Shares, or with respect to any of the shares in a Group Company, nor do any third parties have any other type of beneficial interest therein or relating thereto.

l. The total issued and outstanding share capital of each Subsidiary is legally and beneficially owned by a Group Company and have all been duly issued, placed and fully paid-up and are free from Encumbrances.

m. None of the Group Companies are, nor have they agreed to become, the holder or beneficial owner of any class of any shares, debentures or other securities of any legal entity anywhere in the world.

7.2. The Sellers warrant to the Purchaser that, save as disclosed in the Disclosed Information, the Sellers' Warranties set out in Schedule 7.2 are true and accurate at the Signing Date.

7.3. The Purchaser agrees that, save to the extent explicitly covered by a Sellers' Warranty, no warranty, guarantee or any other form of comfort, whether express or implied, is given to the Purchaser concerning the Shares, the Group, the Business, any part of the Disclosed Information, and/or any aspect of the

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transactions contemplated by this Agreement. The Purchaser agrees that no warranty, guarantee or any other form of comfort, whether express or implied, is given relating to any forward looking statements, forecasts, estimates, interpretations, analysis or projections, whether or not part of the Disclosed Information.

7.4. The Sellers hereby agree with the Purchaser to waive any rights which they may have in respect of any misrepresentation or inaccuracy in, or omission from, any information or advice supplied or given by any of the members of the Group or their officers, directors, employees or advisors in connection with the giving of the Sellers’ Warranties and the preparation of the Disclosure Letter, except to the extent such members of the Group or their officers, directors, employees or advisors have acted fraudulently or their acts or omissions constitute intentional misrepresentation or wilful misconduct.

8. TAX COVENANT

8.1. The provisions of Schedule 8 shall apply in respect of Tax. The limitations set forth in Clauses 10.4.1.c, 10.5.1.b, and 10.8 shall apply with respect to claims made under the provisions of Schedule 9. For the avoidance of doubt (i) none of the other limitations in Clause 10 shall apply and (ii) none of the disclosures made by the Sellers or any information obtained by the Purchaser in connection with this Agreement shall limit or affect any of the indemnities set forth in that Schedule.

8.2. The Sellers shall not be liable for any claim in connection with a claim under the provisions of Schedule 8 unless the aggregate amount of all claims made under the provisions of Schedule 8 exceeds an amount of EUR 50,000 (fifty thousand euros). In the event the aggregate amount of all such claims exceeds the aforementioned threshold, the Sellers' liability shall extend to the whole amount of all relevant claims and shall not be limited to the excess.

9. LASAULEC INDEMNITY

9.1. The Sellers shall indemnify and hold the Purchaser and each Group Company harmless (“schadeloos stellen”) from any and all Losses arising out of or in connection with any liability of the Group in connection with the claim made by the Lasaulec group, any of its employees or any former employees of the Lasaulec group against the Group in relation to pension contributions, back service obligations, early retirement, pre-pension, indexation and other pension liabilities.For the avoidance of doubt (i) none of the limitations or exclusions in Clause 10 shall apply and (ii) none of the disclosures made by the Sellers or any

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information obtained by the Purchaser in connection with this Agreement shall limit or affect any of the indemnity set forth in this Clause.

9.2. The Sellers' liability pursuant to the foregoing shall only exist if and to the extent that the Purchaser and the Group Companies have exhausted all available legal remedies and recourse they have against any relevant third party in relation to the claim by Lasaulec. The Purchaser will, and will ensure that the Group Companies, will, take all commercially reasonable action to enforce recovery against any relevant third party, and any amount actually recovered shall be deducted from the Sellers' liability in this respect. The stipulations of Clause 10.11 shall apply. For the avoidance of doubt, none of the other limitations in Clause 10 shall apply.

10. CLAIMS AND LIMITATION OF LIABILITY

10.1. Liability for Breaches

10.1.1. If a breach of the Sellers' Warranties occurs, the Sellers shall, subject to the limitations set out in this Agreement (including this Clause 10), pay to the Purchaser the amount of the Loss involved.

10.1.2. If and to the extent a breach is capable of being remedied, no liability for such breach shall exist to the extent the relevant breach has been remedied during a period of twenty (20) Business Days after the relevant claim has been notified to the Sellers in accordance with Clause 10.2.

10.1.3. The provisions of this Clause 10 set forth the exclusive remedies of the Purchaser for a breach of the Sellers' Warranties and the Purchaser shall have no other rights vis-à-vis the Sellers, neither by contract nor by law.

10.1.4. Save to the extent this Agreement explicitly provides otherwise, each Seller is only liable for its own performance under this Agreement and shall not bear any liability for the performance or non-performance of any of the other Sellers. It is explicitly agreed that the Sellers shall not be liable for any obligation under this Agreement on a joint and several basis (hoofdelijk).

10.2. Procedure for claims

If a member of the Purchaser's Group becomes aware of a fact, circumstance or matter that does or may give rise to a claim or breach under this Agreement, the Purchaser shall, promptly and in any event within thirty (30) Business Days of the date on which the relevant member of the Purchaser's Group becomes aware of the relevant fact, circumstance or matter, (i) notify the Sellers in writing of the possible breach/claim, (ii) set out in reasonable detail the fact, circumstance or matter giving rise to this potential breach/claim and (iii) indicate the Purchaser's and the Group's bona fide estimate of the amount of Loss involved. Except as set

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out in this Agreement, a failure by the Purchaser and/or the Group to duly notify the Sellers in accordance with this Clause 10.2 shall not limit the Purchaser's rights under this Agreement, but shall reduce the Losses by the amount of the Losses attributable to such failure or delay.

10.3. Thresholds

The Sellers shall not be liable for any claim in connection with a breach of the Sellers’ Warranties unless:

a. the Loss for the Purchaser for such individual claim exceeds an amount of EUR 125,000 (one hundred twenty-five thousand euros), provided that claims arising out of the same or series of connected events may be aggregate for these purposes (such claim a "Qualifying Claim"); and

b. the aggregate amount of all Qualifying Claims exceeds an amount of EUR 1,250,000(one million two hundred and fifty thousand euros).

In the event the aggregate amount of all Qualifying Claims exceeds the aforementioned threshold, the Sellers' liability shall extend to the whole amount of all Qualifying Claims and shall not be limited to the excess.

10.4. Maximum liability

10.4.1. The maximum aggregate liability of each of the Sellers shall be limited as follows:

a. for claims in respect of breaches of any of the Sellers' Warranties as set out in Clause 7.1 or in paragraph 1 (Group Companies/Corporate) of Schedule 7.2 shall not exceed its pro rata part (calculated in reference to the part of the Purchase Price received by it) of the Purchase Price;

b. for claims in relation to Leakage and/or Additional Leakage shall not exceed the benefit derived from such Leakage by each individual Seller;

c. the maximum aggregate liability of each of the Sellers for all other claims shall not exceed its pro rata part (calculated in reference to the part of the Purchase Price received by it) of an amount of EUR 2,000,000(two million euros), except for claims made under the provisions of Schedule 8 (Tax Covenant), for which each Seller’s additional aggregate liability (i.e., on top of the aforementioned EUR 2,000,000 (two million euros)) shall be its pro rata part (calculated in reference to the part of the Purchase Price received by it) of an additional amount of EUR 2,000,000 (two million euros).

10.4.2. The limitations in this Clause 10.4 shall not apply to claims related to events where the Sellers have acted fraudulently, including, for the avoidance of doubt, acts where any of Messrs J.P. Kruijer, M.T. Welling, and/or any individuals who are partners of or employed by H2 Equity Partners have acted fraudulently.

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10.5. Time limitation

10.5.1. A claim shall be barred and unenforceable unless such claim is filed in accordance with Clause 10.2 ultimately on the date that is eighteen (18) calendar months after the Completion Date, except for:

a. claims in respect of any of the Sellers' Warranties as set out in Clause 7.1 or in paragraph 1 (Group Companies/Corporate) of Schedule 7.2, which shall be barred and unenforceable unless such Claim is filed within five (5) years from the Completion Date; and

b. claims in respect of the covenant in Clause 8 (Tax covenant) and the Sellers' Warranties in paragraph 7 (Tax) of Schedule 7.2, which shall be barred and unenforceable unless such Claim is filed within five (5) years from the Completion Date.

10.5.2. A claim shall be barred and unenforceable, except for claims asserted by written notice in accordance with Clause 10.2 by the Purchaser to the Sellers prior to the dates listed in Clause 10.5.1.

10.6. Sources of remedy

10.6.1. The Purchaser agrees and acknowledges that its sole and exclusive source of remedy (with the exception of (i) a claim for Leakage or Additional Leakage and (ii) a claim in respect of any of the Sellers' Warranties as set out in Clause 7.1 or in paragraph 1 (Group Companies/Corporate) of Schedule 7.2) shall be:

a. the Escrow Amount for any Losses up to Sellers' aggregate own liability as set out in Clause 10.4, and the additional Tax Escrow Amount for any Losses up to Sellers' aggregate own liability as set out in Clause 10.4 in connection with the covenant in Clause 8 (Tax covenant) it being agreed and understood that in the event of a Tax claim recovery shall first be made from the Tax Escrow Amount and subsequently (if the Tax Escrow Amount has been depleted) from the Escrow Amount; and

b. the W&I Insurance Policy for any Losses which are not paid from the Escrow Amount.

10.6.2. Parties acknowledge that the W&I Insurance Policy aims to provide coverage to the Purchaser in relation to claims by it against the Sellers, including claims for a breach of the Sellers' Warranties and the Tax indemnity included in Schedule 8, in excess of the Sellers' aggregate own liability as set out in Clause 10.4. Except as provided in Clause 10.4, the W&I Insurance Policy shall be the sole and exclusive source of remedy for any Losses in excess of the amount set out in Clause 10.4.1.c for which the Sellers would otherwise become liable under or in connection with this Agreement, including any payments due in connection with

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the Sellers' Warranties and Tax indemnity. In this respect, the Purchaser agrees and acknowledges that:

a. it shall exclusively rely on the W&I Insurance Policy for the payment of any Losses under or in connection with the Sellers’ Warranties in excess of the amount of the Sellers' aggregate own liability as set out in Clause 10.4.1.c;

b. only to the extent that a claim under Clause 7.1 or in paragraph 1 (Group Companies/Corporate) of Schedule 7.2 is not covered under the W&I Insurance Policy the Purchaser shall be entitled to claim this amount from the Sellers; and

c. neither (i) any failure on the part of the Purchaser's Group to enter into, or to comply with the terms of, the W&I Insurance Policy, nor (ii) any unavailability of the W&I Insurance Policy or of recourse thereunder for whatever reason, shall increase the Sellers' liability pursuant to or in relation to this Agreement in any way.

10.7. Exclusions

10.7.1. The Sellers shall not be liable and shall not be obliged to pay any amount in relation to any claim under the Sellers' Warranties if and to the extent that:

a. a provision or provisions relating to the facts, circumstances or matters giving rise to the claim has or have been made in the Accounts, a copy of which is attached to this Agreement as Schedule 10.7.1.a (for the avoidance of doubt, the Sellers shall be liable for the portion of their liability that exceeds the provision made in the Accounts);

b. the Loss is recovered from a third party, and/or is recovered under an insurance policy (or would have been recoverable if the insurance policies that existed immediately prior to Completion had been continued after Completion), whereby any reasonable third party costs actually incurred in recovering the amounts and insurance premium increases as a consequences of a claim made will be deducted from any amounts recovered from such third party or insurer;

c. the relevant fact, circumstance or matter giving rise to the claim is known to the Purchaser or could reasonably have or should have been known to the Purchaser and/or its advisors as a result of such fact, circumstance or matter having been Fairly Disclosed in the Disclosed Information, with the exception of the Sellers’ Warranties included in paragraph 10 of Schedule 7.2 (Pensions);

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d. the claim arises as a result of any change in the valuation of any asset or liability after Completion or in the accounting principles or in the Taxation policy applied by a Group Company after Completion;

e. the alleged Loss or liability is contingent only, unless and until it becomes an actual liability which is due and payable;

f. the claim would not have arisen had there not been (i) an amendment to any applicable Law (including certain developments in case law or the interpretation of any applicable Law) or the accounting principles that entered into force after the Effective Date or (ii) the entering into force of any applicable Law after the Effective Date;

g. the alleged Loss or liability is caused or increased by the failure of any member of the Purchaser's Group or any of its employees, agents or successors, to prevent or mitigate the Loss or liability; and/or

h. the alleged Loss is caused or increased by any voluntary act or omission by, at the request of, or with the consent of the Purchaser, including but not limited to (i) any admission of liability vis-à-vis a third party without the Sellers' prior written consent (and, also if no admission of liability takes place, any settlement entered into by any Group Company with any third party without the Sellers' prior written consent), (ii) any cessation or change in the nature or conduct of the Business following the Completion Date, and (iii) any act or omission which is specifically contemplated by this Agreement or any other document entered into in connection with the Transaction.

10.8. No double claims

The Sellers shall not be liable under this Agreement more than once in respect of the same Loss. The Sellers shall not be liable under this Agreement for (i) the 7 February 2013 VDD reports that the Group's 2012 “normalised pro forma EBITDA” was EUR 26,209,000, which is EUR 291,000 less than the EBITDA as communicated by the Sellers in writing, and (ii) the Group's bad debt expense adjustment to its normalised 2012 EBITDA was calculated incorrectly, which understated the expense and overstated 2012 pro forma EBITDA by EUR 134,000 (a portion of which is attributable to the fact that no bad debt expense (at normal run rate) was calculated on the Nipparts related sales).

10.9. Positive effects

In the calculation of any amounts payable by a Seller in connection with a claim such amounts shall be calculated on an after Tax basis to the effect that any amount payable in relation to a claim shall be reduced by an amount equal to any current or future positive effect of Taxation in relation to the facts, circumstances

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or matters giving rise to the claim for any member of the Purchaser's Group, including a positive effect relating to a Tax saving, reduction or reimbursement, less any reasonable third party costs actually incurred in realising such positive effects.

10.10. Third party recovery

10.10.1. If in connection with a claim a member of the Purchaser's Group is or becomes entitled to recover in any manner (including any payment, discount, discharge, set-off, credit, deduction, allowance, relief or otherwise) from a third party an amount which wholly or partially indemnifies or compensates the relevant member of the Purchaser's Group (in whole or in part) in respect of the facts, circumstances or matters giving rise to the claim, the Purchaser and the Company shall inform the Sellers hereof in writing and procure that the Sellers shall be subrogated in the relevant Group Companies rights, and the Group Companies shall assign any and all rights they have towards such third party in connection with the claim to the Sellers upon payment by the Sellers to the Purchaser of the full claim amount (or if such subrogation or assignment is not reasonably possible, the Group Companies shall fully cooperate at the Sellers' expense in order to allow the Sellers to enforce recovery against the relevant third party (taking into account the Group Companies' reasonable commercial interests)).

10.10.2. If the Sellers (or any of their Affiliates) have paid an amount in connection with a Claim and a member of the Purchaser's Group subsequently is or becomes entitled to recover or recovers in any manner (including any payment, discount, discharge, set-off, credit, deduction, allowance, payment under an insurance policy, relief or otherwise) from a third party an amount which indemnifies or compensates the relevant member of the Purchaser's Group in respect of the facts, circumstances or matters giving rise to the Claim, the Purchaser and the Company shall inform the Sellers hereof in writing and procure that the Sellers shall be subrogated in the relevant Group Companies rights, and the Group Companies shall assign any and all rights they have towards such third party in connection with the claim to the Sellers (or if such subrogation or assignment is not reasonably possible, the Group Companies shall fully cooperate at the Sellers' expense in order to allow the Sellers to enforce recovery against the relevant third party (taking into account the Group Companies' reasonable commercial interests)).

10.11. Conduct of third party claims

10.11.1. The following shall apply in relation to a claim or the commencement of an action or proceeding by a third party against the Purchaser and/or a Group Company which results or may result in a breach of this Agreement:

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a. the Purchaser and/or Group Companies shall give the Sellers written notice of the relevant third party claim promptly and in any event within twenty (20) Business Days of the date upon becoming aware thereof; and

b. the Purchaser shall, and shall procure that the relevant Group Companies shall make available to the Sellers all such relevant information as the Sellers may reasonably require for assessing the relevant third party claim; and

c. the Purchaser shall not, and shall procure that the relevant Group Companies shall not, make any admission of liability, agreement, settlement or compromise in relation to the third party claim without the prior written approval of the Sellers (such approval not to be unreasonably withheld or delayed).

10.11.2. The Sellers shall subject to the terms set out below be entitled, at their own expense and at their sole discretion, by notice to the Purchaser, and the Purchaser's Group shall duly and fully cooperate to allow the Sellers, to take such action as it deems necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim or liability (including making counterclaims or other claims against third parties) in the name of and on behalf of the Purchaser or other members of the Purchaser's Group concerned and to control the conduct of any related proceedings, negotiations or appeals. In such event:

a. the Sellers must accept liability towards the Purchaser for the full amount of the relevant third party claim, and, if and to the extent the (remaining) Escrow Amount is not sufficient, provide the Purchaser with a reasonable form of additional security in relation to the full liability so accepted by the Sellers;

b. the Sellers must keep the Purchaser promptly informed of the progress of the third party claim and provide the Purchaser with copies of all relevant documents and such other information in its possession as may be requested by the Purchaser (acting reasonably); and

c. the Sellers must take the Group Companies' reasonable commercial interests into account and will not enter into any settlement or compromise with respect to a third party claim without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed) unless the proposed settlement or compromise involves only the payment of money and does not impose an injunction upon the Group Companies.

10.11.3. Without prejudice to Clause 10.11.1, if the Sellers do not give notice in accordance with Clause 10.11.2, then until the earlier of such time as the Sellers

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give notice as contemplated by Clause 10.11.2 and such time as any final compromise, agreement, expert determination or non-appealable decision of a court or tribunal of competent jurisdiction is made in respect of the third party claim, the following shall apply:

a. the Purchaser shall, and shall procure that the relevant Group Companies shall, keep the Sellers informed in all reasonable detail of the progress of and any relevant development in relation to the third party claim and reasonably consult with the Sellers in relation to the conduct of the third party claim, including any appeal, dispute, compromise or defence in relation thereto;

b. procure that no relevant Group Company shall cease to defend the third party claim or make any admission of liability, agreement or compromise in relation to the third party claim without the prior written consent of the Sellers, such consent not to be unreasonably withheld or delayed.

11. DUE DILIGENCE INVESTIGATION / AWARENESS OF CLAIMS

11.1. The Purchaser acknowledges and confirms that:

a. it is a professional party and has with the help of specialist professional advisors:

(i) performed an investigation with respect to the Shares, the Business, and the Group Companies and their respective assets, liabilities and prospects, consisting of a review of the Disclosed Information, including the Data Room of which a DVD is attached as Schedule 11.1.a (the "Data Room") and the disclosure letter attached as Schedule 11.1.a(ii) (the "Disclosure Letter"), attendance at the Management Presentations and access to the management of the Group; and

(ii) had sufficient opportunity to raise with the Sellers all issues that it deemed relevant and/or important in connection with its decision to enter into this Agreement and the Transaction and has received responses to any issues raised.

11.2. The Sellers shall have no obligation to update any (part of the) Disclosed Information as of the Signing Date.

12. PURCHASER'S WARRANTIES

12.1. The Purchaser warrants (garandeert) to the Sellers that the Purchaser's Warranties set out in Schedule 12.1 are true and accurate at the Signing Date and will be true and accurate at Completion.

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12.2. The Purchaser shall fully indemnify the Sellers and shall hold the Sellers harmless from and against any Loss by any of them as a result of a breach of this Agreement by the Purchaser.

13. ESCROW AGREEMENTS

13.1. Escrow Agreement

13.1.1. As security for the due fulfilment of the obligations of the Sellers under this Agreement, the Sellers shall on the Completion Date provide the Purchaser with a escrow agreement, substantially in the form as attached as Schedule 13.1 (the "Escrow Agreement"), whereby the amount of EUR 2,000,000 (two million euros) (the "Escrow Amount") shall be transferred to the escrow account (the “Escrow Account”) in accordance with the terms of this Agreement. The Escrow Agreement shall expire twenty four (24) months after the Completion Date, if and to the extent no claims have been made by the Purchaser against the Sellers.

13.1.2. To the extent that any portion of the Escrow Amount is used to satisfy any obligation of the Sellers under this Agreement in respect of a claim for Additional Leakage or corrected Leakage, the Sellers shall immediately following payment from the Escrow Amount replenish the Escrow Account with a corresponding amount.

13.2. Tax Escrow Agreement

As additional security for the due fulfilment of the obligations of the Sellers under Schedule 8 andparagraph 7 (Sellers' Warranties - Tax) of Schedule 7.2 of this Agreement, the Sellers shall on the Completion Date provide the Purchaser with an additional escrow agreement, substantially in the form as attached as Schedule 13.2 (the "TaxEscrow Agreement"), whereby the amount of EUR 2,000,000 (two million euros) (the "Tax Escrow Amount") shall be transferred to the escrow account (the “TaxEscrow Account”) in accordance with the terms of this Agreement. The Tax Escrow Agreement shall expire on 15 December 2016, if and to the extent no claims have been made by the Purchaser against the Sellers under Schedule 8 or paragraph 7 (Sellers' Warranties - Tax) of Schedule 7.2.

13.3. Assignment of Escrow Agreement and Tax Escrow Agreement

The Sellers shall be entitled to assign and transfer the obligation to provide the Purchaser with the Escrow Agreement and the Tax Escrow Agreement to an entity designated by them prior to Completion, and shall be entitled to assign and transfer their rights and obligations under the Escrow Agreement and the Tax Escrow Agreement to an entity designated by them following Completion. Following such assignment, the Sellers shall no longer have any rights or

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obligations in this respect, unless the assignee is in breach of any obligations under the Escrow Agreement or Tax Escrow Agreement, in which case the Sellers will not be relieved from their obligations under these agreements. The Purchaser will provide its full and timely cooperation for such assignment and transfer. An agreed form of assignment agreement is attached hereto as Schedule 6.6.7.

14. RESTRICTIVE COVENANTS

Schedule 14 (Restrictive Covenants) sets out the restrictive covenants agreed between the Parties.

15. CONFIDENTIALITY

15.1. No Party shall disclose or use any information regarding or in relation to the Agreement or the business of any other Party or any of its Affiliates, except:

a. to the extent required by applicable Law or stock exchange regulations or any governmental authority and, to the extent reasonably possible, after consultation with the other Party about the timing and content of such disclosure, it being understood that the ultimate parent company of the Purchaser is obligated to file a copy of this Agreement (including Schedule B (Corporate Chart), Schedule 1.1 (Definitions), Schedule 7.2 (Sellers Warranties), Schedule 8 (Tax), Schedule 12.1 (Purchaser’s Warranties), Schedule 13.1 (Escrow Agreement), Schedule 13.2 (Tax Escrow Agreement) and Schedule 14 (Restrictive Covenants)) with the SEC and that it may do so without being in breach of its obligations under this Agreement;

b. for the Sellers, to those individuals or corporate bodies within their respective Affiliates or within the Group who or which need to be informed of the Transaction for the purpose of complying with applicable governance regulations;

c. to professional advisors bound by a duty of confidentiality, to the extent necessary for any lawful purpose;

d. to the extent that the information is public knowledge without a breach of this Agreement having occurred;

e. as required to conduct the defence of a claim of a third party or to initiate or conduct any dispute on the basis of, and in accordance with, this Agreement; and/or

f. for public announcements, as agreed between the Parties to advise the press, employees, customers, suppliers or agents of the Group of the acquisition of the Shares and the Business, as further set out in Clause 4.5.

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15.2. If, in connection with the business or affairs of the Group, the Sellers shall have obtained trade secrets or other confidential information belonging to a third party under an agreement purporting to bind the Group which contained restrictions on disclosure the Sellers will not at any time infringe such restrictions.

15.3. As a sale process was organised with regard to the sale of the Shares, certain third parties have received confidential information regarding the Group, on the basis of such party being bound to confidentiality. It is acknowledged and agreed by the Purchaser that no Seller shall be liable vis-à-vis the Purchaser in the event that any such third party breaches one or more of its confidentiality obligations and no Seller shall be obliged to take any action or exercise any rights in relation to any such breach, but the Sellers will reasonably cooperate with any related request from the Purchaser.

15.4. The Sellers shall at the first request of the Purchaser assign any and all non-disclosure agreements, confidentiality agreements and similar agreements with other third parties relating to the Transaction so as to grant the Sellers the right to enforce the rights set out in these agreements vis-à-vis such third parties.

16. SATOR NAME

16.1. The Sellers shall not at any time from the Completion Date, in relation to any trade or business undertaken by them, use any brand name, trade name or trademark used by Group Companies, or any brand name, trade name or trademark which is reasonably likely to be confused with any brand name, trade name or trademark used by Group Companies at the date hereof.

16.2. The Sellers shall, as soon as reasonably possible after the Completion Date, but no later than two (2) months after the Completion Date, change their statutory name to another name which does not incorporate the word “Sator” or which is confusingly similar to the “Sator” name.

17. MISCELLANEOUS

17.1. Notices

All communications, notices and disclosures required or permitted by this Agreement shall be in writing and shall be sent to the following addressees, either by prepaid registered mail (with return receipt requested) or courier providing proof of delivery, unless and until a Party notifies the other Party in accordance with this Clause 17.1 of another address in the Netherlands:

If to H2 Sator B.V.:

H2 Sator B.V.

Attn: the Board

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Oosteinde 19

1017 WT Amsterdam

The Netherlands

If to Holding Sator Management B.V.

Holding Sator Management B.V.

Attn: the Board

Riederhagen 5

2993 XE Barendrecht

The Netherlands

If to Coöperatieve H2 Sator U.A.:

Coöperatieve H2 Sator U.A.

Attn: the Board

Oosteinde 19

1017 WT Amsterdam

The Netherlands

If to the Purchaser:

LKQ Netherlands B.V.

Attn: the Board

's-Gravelandseweg 379

3125 BJ Schiedam

The Netherlands

With a copy to:

LKQ Corporation

Attn: General Counsel

500 W. Madison Street

Suite 2800

Chicago IL 60661

USA

17.2. Assignment

No Party may assign all or any part of its rights arising under this Agreement to any Person without the prior written consent of the other Parties. In the event of an assignment to an Affiliate, such consent shall not be unreasonably withheld or delayed and the assigning Party shall in any case remain jointly and severally liable with the assignee. Upon such assignee ceasing to be an Affiliate, the

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relevant Party having made the assignment shall procure that the rights so assigned shall be reassigned to it by such assignee.

17.3. Costs and expenses

Each Party shall bear its own costs, charges and expenses in relation to the negotiation, preparation, execution and implementation of this Agreement, provided that all costs associated with the Notary (including the execution of the Deed of Transfer) shall be exclusively borne by the Purchaser.

17.4. Entire agreement

This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, undertakings or statements regarding such subject matter. The Purchaser waives all rights it may have under Title 1 of Book 7 of the Dutch Civil Code in relation to this Agreement and the Transaction.

17.5. Amendment

Any amendment or variation of this Agreement is not valid unless it is agreed between all Parties in writing. Each Party waives its right to seek amendment of this Agreement in court or in any other manner.

17.6. Partial invalidity

If any provision of this Agreement is or becomes invalid or non-binding, the Parties shall remain bound by all other provisions hereof. In that event, the Parties shall replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of such provision and this Agreement.

17.7. No rescission / nullification

Each Party hereby waives the right:

b. to rescind (ontbinden), nullify (vernietigen) or otherwise terminate or amend this Agreement in whole or in part by way of an out-of-court declaration (buitengerechtelijke verklaring) or in any other manner; and/or

c. to seek the rescission (ontbinding) or nullification (vernietiging) or amendment in whole or in part of this Agreement in court.

17.8. Counterparts

This Agreement may be entered into by a Party by way of executing a separate counterpart, but it shall not be effective until each Party has executed at least

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one counterpart. Each counterpart, when executed, shall constitute an original, and all the counterparts shall together constitute one and the same instrument.

18. GOVERNING LAW AND DISPUTE SETTLEMENT

18.1. This Agreement shall be governed by and construed in accordance with the laws of the Netherlands.

18.2. Except as otherwise provided in this Agreement, all disputes arising out of or in connection with this Agreement shall, if no amicable settlement can be reached between the Parties in two weeks, in first instance be exclusively submitted to the competent courts in Amsterdam.

18.3. For the purpose of this Agreement, including for the serving of any litigation documents in connection with this Agreement, the Parties elect to have their domiciles at the addresses referred to in Clause 17.1.

- Signature page to follow –

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Signature page – Project CarCare SPA

Thus agreed upon and executed.

/s/ P.H.L. KALVERBOER	/s/ P.H.L. KALVERBOER
H2 SATOR B.V.	COOPERATIEVE H2 SATOR U.A.
By: P.H.L. Kalverboer	By: P.H.L. Kalverboer
Function: Director	Function: Director
Date: 23/4/2013	Date: 23/4/2013
Place: Amsterdam	Place: Amsterdam
/s/ M.T. WELLING	/s/ J.P. KRUIJER
HOLDING SATOR MANAGEMENT B.V.	HOLDING SATOR MANAGEMENT B.V.
By: M.T. Welling	By: J.P. Kruijer
Function: Director	Function: Director
Date: 23-04-2013	Date: 23-04-2013
Place: Schiedam	Place: Schiedam
/s/ J.S. QUINN
LKQ NETHERLANDS B.V.
By: J.S. Quinn
Function: Director
Date: April 23, 2013
Place: Chicago

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Schedule 1.1

Definitions

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SCHEDULE 1.1 DEFINITIONS

In this Agreement, save where explicitly provided otherwise, capitalised words and expressions have the following meanings:

Accounts	the audited accounts of the Company as at the Accounts Date consisting of the consolidated accounts of the Group Companies as at the Accounts Date, consisting of the consolidated balance sheetof the Company as at the Accounts Date and the consolidated profit and loss account of the Company for the financial period ending on the Accounts Date, including the explanatory notes, the directors' report and the auditor's opinion, as attached hereto as Schedule 10.7.1.a;
Accounts Date	means 31 December 2012;
Additional Leakage	means any Leakage determined in excess of the Leakage set out in the Leakage Notice;
Affiliates	an "Affiliate" of any person means any other person who, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person; and for these purposes "controlling person" means any person who controls any other person; "control" (including the terms "controlling", "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management, policies or activities of a person whether through the ownership of securities, by contract or agency or otherwise; and for these purposes the term "person" is deemed to include a company and a partnership; for the avoidance of doubt, "Affiliate" includes shareholders holding an interest of at least 50%, subsidiaries (dochtermaatschappijen) and group companies (groepsmaatschappijen) within the meaning of Sections 2:24a and 2:24b respectively of the Dutch Civil Code;
Agreement	this share purchase agreement;
Business	has the meaning given in Recital B;
Business Day	any day (other than a Saturday or a Sunday) on which banks are open for normal banking business in the Netherlands;

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Company	has the meaning given in Recital A;
Completion	has the meaning given in Clause 2.2;
Completion Agenda	has the meaning given in Clause 5.3.a;
Completion Date	has the meaning given in Clause 2.2;
Confidentiality Agreement	has the meaning given in Recital D;
Data Room	the electronic data room made available to the Purchaser and its advisors (i) during the period starting February 6, 2013 and ending February 28, 2013, containing information and documents in relation to the Shares, the Business, the Group and its assets and liabilities (including the questions raised and answers provided in relation to the Due Diligence Investigation), and (ii) during the period from March 1, 2013 to March 28, 2013, containing additional information, the contents of which data room are stored on the DVD as attached hereto as Schedule 11.1.a;
Deed of Transfer	has the meaning given in Clause 2.2, and will be executed substantially in the form attached as Schedule 2.2;
Disclosed Information	means the Data Room, the Vendor Due Diligence Reports, the Management Presentations, this Agreement and the Schedules and Annexes thereto (including for the avoidance of doubt, the Disclosure Letter);
Disclosure Letter	the letter from the Sellers which is of the same date as this Agreement (attached hereto as Schedule 11.1.a(ii)) and which qualifies and limits the Sellers' Warranties;
Draft Leakage Notice	has the meaning given in Clause 3.2.1;
Due Diligence Investigation	the Purchaser's due diligence investigation as described in Clause 11;
Effective Date	has the meaning given in Clause 2.3;
Employees	means the employees of the Group Companies;
Encumbrance	means any mortgage, assignment of receivables, debenture, lien, charge, restriction, pledge, claim, title retention, right to acquire, (security) interest, conversion right, option, right or pre-emption or right of first refusal, usufruct (“vruchtgebruik”), third party right or interest, limited right (“beperkt recht”) or any other encumbrance, attachment (“beslag”) or (security) interest or any other type of preferential arrangement having similar effect;

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Equity Value	has the meaning given in Clause 2.4;
Escrow Account	has the meaning given in Clause 13.1;
Escrow Agreement	has the meaning given in Clause 13.1;
Escrow Amount	has the meaning given in Clause 13.1;
Existing Financing Facilities	means the following financing facilities: d. ABNAMRO Bank NV: oLong Term: Term Loan Facilities A & B; oShort term: Current account facility (maximum €17.000.000); e.ABNAMRO Commercial Finance BV: oCurrent account facility (maximum € 20.500.000); f.BNP Paribas Fortis Factor NV: oCurrent account facility (maximum € 12.000.000); and g.BNP Paribas Factor SA: oCurrent account facility (maximum € 10.000.000);
Fairly Disclosed	means disclosed in sufficient detail to enable a reasonably acting purchaser with the assistance of professional advisers to make a reasonably informed assessment of the facts, matters or information concerned and their nature and effect; matters that appear from a prima faciereview of the Disclosed Information shall in any event be deemed Fairly Disclosed;
Financing Banks	means ABN AMRO Bank N.V., ABN AMRO Commercial Finance B.V., BNP Paribas Fortis Factor NV and BNP Paribas Factor SA;
Group	has the meaning given in Recital B;
Group Companies	has the meaning given in Recital B, and each of them individually a "Group Company";

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H2 Equity Partners	means H2 Equity Partners B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands with its registered seat in Amsterdam, the Netherlands, registered with the trade register of the Chamber of Commerce in the Netherlands under number 33227700;
Imprima Statement	has the meaning given to it in paragraph 19.2 (Information) of Schedule 7.2;
Independent Expert	has the meaning given in Clause 3.3.2;
Intellectual Property	means trademarks, service marks, trade names, domain names, logos, patents, inventions, design rights, copyrights, semi-conductor topography rights, database rights and all other similar rights in any part of the world, including know-how, and where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations;
Law	any international, European Union, national (including, without limitation, U.S. state and/or federal law), state, provincial or local law, regulation, order, rule, statute, administrative order or treaty, or any other legal requirement;
Leakage	means any of the following items taking place in the period as of the Effective Date and up to and including the Completion Date, except for those specific items set forth in the definition of Permitted Leakage: a.    any dividends or other distributions, whether by way of share redemption, share capital reduction or otherwise, and any other payment in respect of any share capital of any Group Company, in each case whether in cash or in kind, paid or made by any Group Company to and for the benefit of any of the Sellers or their Affiliates (excluding the Group Companies); b.    any payments (including interest or fees, such as management fees of H2 Equity Partners or associated funds) made or agreed to be made to or on behalf of, or for the benefit of, any Seller or its Affiliates (excluding the Group Companies) by or on behalf of any Group

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Company (but excluding, for the avoidance of doubt, any payments related to commercial trading in the ordinary course of business between the Group and Unipart and/or any other commercial enterprise affiliated with H2 Equity Partners);
c.    any waiver (of claim) or forgiveness of any indebtedness or liability owed by any of the Sellers or their Affiliates (excluding the Group Companies) to any Group Company;
d.    any indebtedness or liability incurred by any of the Group Companies to any of the Sellers or their Affiliates (excluding the Group Companies) other than in the ordinary course of business between the Group and Unipart and/or any other commercial enterprise affiliated with H2 Equity Partners;
e.    any bonus (in cash or in kind) paid or payable to any director, employee, advisor or consultant of any of the Sellers or their Affiliates or any of the Group Companies incurred or reimbursed by, or charged to, any of the Group Companies, as an incentive to complete, or triggered by, the Transaction;
f.    any payments made, or costs (including legal fees), expenses or liabilities incurred, in relation to the settlement of the Nipparts Claim;
g.    any redemption, cancellation or purchase of shares, bonds, loans or other securities from, or return of capital to, any of the Sellers or its Affiliates (excluding the Group Companies) by any Group Company;
h.    any transfer or disposal of any asset, right or other benefit by any Group Company to a Seller or its Affiliates (excluding the Group Companies) except to the extent at arms' length conditions and in the ordinary course of business or otherwise in commercial trading in the ordinary course of business between the Group and Unipart and/or any other commercial enterprise affiliated with H2 Equity Partners;

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	i.    any payments made, or costs, expenses or liabilities incurred, in relation to the (effectuation) of the Transaction, including but not limited to (i) fees and expenses of brokers and financial advisors, (ii) fees and expenses of other third parties, including but not limited to lawyers, auditors, notaries, tax advisors (iii) costs and expenses charged by any of the Sellers or any of their Affiliates in respect of the Transaction and (iv) prepayment penalties, termination fees, or other similar payment (except to the extent such payments, costs, expenses or liabilities are for the Purchaser's account pursuant to the terms of this Agreement); or j.    any Tax Liability in respect of any of the items referred to in a. up to and including i. above, increased with Leakage Interest, whereby the Parties agree that any such amounts actually reimbursed to the Group Companies by or on behalf of the Sellers or any of their respective Affiliates (excluding the Group Companies) prior to Completion will not be considered Leakage;
Leakage Interest	means interest on each Leakage as of the day each Leakage was made, paid or incurred at 3%;
Leakage Tax Benefit	in respect of each Leakage item: a.the amount of any Tax (including VAT) recoverable or off-settable by any Group Company in connection with the Leakage item; plus b.such portion of the Leakage item which is deductible for Dutch corporate income Tax purposes multiplied by twenty-five percent (25%); minus c.the net effects after Tax of any advisory fees reasonably and actually incurred by the Group in connection with the Leakage Tax Benefit obtained in connection with the relevant Leakage item;
Leakage Notice	has the meaning given in Clause 3.2.1;
Loss	has the meaning defined in articles 6:95 and 6:96 of the Dutch Civil Code, including in the event of a breach of the Sellers’ Warranties, the cash amount necessary to put the Purchaser (or at the option of Purchaser, the relevant Group Company) in a position similar to the position the Purchaser or such Group Company would have been in without the relevant breach; it being understood that (i) no EBIT(DA) or similar multiple or other valuation principles used by the Purchaser in calculating the Purchase Price shall be applied with a view to calculating the Losses, (ii) recurring losses can be claimed as a Loss, (iii) Losses shall not be reduced or set-off by any currently available Tax loss carry forward (“compensabele verliezen”);

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Management Presentations	the presentations given by or on behalf of the management of the Group on 28 January 2013;
Net Additional Leakage Amount	has the meaning given in Clause 3.3.1;
Net Leakage Amount	means the Leakage less the Leakage Tax Benefit in respect of the Leakage;
Net Permitted Leakage Amount	means the Permitted Leakage less any related Tax Benefit in respect of the Leakage;
Nipparts Claim	has the meaning given in Clause 6.6.1;
Nipparts Claim Proceeds	has the meaning given in Clause 6.6.1;
Notary	J.C.C. Paans or any civil law notary (notaris) at Baker & McKenzie Amsterdam N.V.or such civil law notary's substitute;
Notary Letter	has the meaning given in Clause 5.3.a;
Notary's Account	means the notary account  (“Kwaliteitsrekening Notariaat Rekening”) of Baker & McKenzie Amsterdam N.V., with ABN AMRO Bank N.V., account number: 54.31.72.201, IBANCODE NL72 ABNA 0543172201;
Parties	has the meaning given in the preamble of this Agreement;
Permitted Leakage	means any payments and/or costs incurred in connection with: -the amounts payable upon effectuation of the Transaction in relation to corporate finance advisory fees, management fees for H2 Equity Partners, an amount of EUR 48,000 in management fees payable to Dryas B.V. (Mr Roggeveen), and/or management incentive fees (i.e. anytransaction-related incentive fees payable to Senior Management); -an amount of EUR 3,750,000 in dividends, distributed to the Sellers in 2013; -advisory costs incurred in connection with the Nipparts litigation; -Data Room provider advisory costs; -advisory costs incurred in connection with the preparation of the Vendor Due Diligence Report; -legal advisory costs; -prepayment penalties, termination fees, or other similar payments in connection with the termination of the Existing Financing Facilities;

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Purchase Price	has the meaning given in Clause 2.4;
Purchaser	has the meaning given in the preamble of this Agreement under IV;
Purchaser's Group	the Purchaser and its Affiliates (including, as from Completion, each Group Company), including each of their employees, representatives, agents or successors in title;
Purchaser's Warranties	the Purchaser's warranties as set out in Schedule 12.1;
Qualifying Claim	has the meaning given in Clause 10.3.a;
Refinancing Amounts	has the meaning given in Clause 2.6.3;
Seller A	has the meaning given in the preamble of this Agreement under I;
Seller B	has the meaning given in the preamble of this Agreement under II;
Seller C	has the meaning given in the preamble of this Agreement under III;
Sellers	means the Parties so designated in the preamble of this Agreement and each of them a "Seller";
Sellers’ Guarantees	has the meaning given in Clause 6.5;
Sellers' Warranties	the warranties as set out in Clause 7.1 and in Schedule 7.2, and each of them a "Sellers' Warranty";

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Senior Management	means the management board (statutaire directie) of the Company (i.e. Mr. M.T. Welling and Mr. J.P. Kruijer), and the Group's interim-CEO Mr A. Roggeveen;
Shares	has the meaning given in Recital A;
Signing Date	means the date of this Agreement;
Tax Authority	any local or national authority in any jurisdiction having the power to impose or collect Tax;
Tax Benefit	has the meaning given in Clause 4 of Schedule 8;
Tax Escrow Account	has the meaning given in Clause 13.2;
Tax Escrow Agreement	has the meaning given in Clause 13.2;
Tax Escrow Amount	has the meaning given in Clause 13.2;
Tax Issue	has the meaning given in Clause 7.1 of Schedule 8;
Tax Liability	a liability of any Group Company for any Tax, including for the avoidance of doubt, non-recoverability of VAT;
Tax Refund	a right to, or receipt of, a rebate, refund or repayment in respect of Tax from any Tax Authority in respect of any period up to the Effective Date, provided such right or receipt has not been included in the Accounts;
Tax or Taxation	any and all forms of taxation, social security charges, duties, imposts and other levies of whatever nature, includingincome tax, corporate income tax, capital tax, wage tax, real property tax, transfer tax, registration tax, value added tax, stamp duty, national social security contributions and employee social security contributions, customs and excise duties, environmental taxes and duties, dividend withholding tax, including any interest, penalties, surcharges, fines or other additions thereto separately or jointly due, payable, levied, imposed upon or claimed to be owned in any relevant jurisdiction, whether directly payable to any relevant Tax Authority or payable pursuant to any relevant tax sharing arrangement or agreement (including tax unity obligations and tax sharing agreements);

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Transaction	has the meaning given in Recital F;
Unipart	has the meaning given in Clause 6.7;
Vendor Due Diligence Report	the vendor due diligence report (and addendum thereto) of Deloitte Transaction Services (Financial, Tax and Pension) including the schedules and annexes thereto dated 3 January 2013 and 7 February 2013, respectively;
W&I Insurance Company	mean Pembroke Syndicate 4000 at Lloyd's;
W&I Insurance Policy	means the insurance policy issued by the W&I Insurance Company, with the Purchaser as policyholder and beneficiary to provide coverage to the Purchaser in relation to any breach of the Sellers' Warranties or the Tax indemnity included in Schedule 8, and which policy has been attached to this Agreement as Schedule 2.7.1;
W&I Insurance Premium	means the insurance premium including taxes and fees, which shall be deducted from the Purchase Price and paid for by the Notary, as detailed in the Notary Letter in connection with the W&I Insurance Policy, the invoice (or cost confirmation) relating to which has been attached to this Agreement as Schedule 2.7.1 and details included in the Notary Letter.

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Schedule 2.2

Deed of Transfer

Baker & McKenzie Amsterdam N.V.

Attorneys at law, Tax advisors

and Civil-law notaries

P.O. Box 2720

1000 CS Amsterdam

The Netherlands

Tel: +31 20 551 7555

www.bakermckenzie.nl

2013.000258.01.02/JPA/KOB

Draft dated April 22, 2013

For discussion purposes only

TRANSFER OF SHARES

SATOR BEHEER B.V.

On this day, [], appeared before me, Johannes Comelis Christiaan Paans, civil-law notary in Amsterdam, the Netherlands (the "notary"):

1. Mr. Patrick Henricus Lambertus Kalverboer, born in Rotterdam, the Netherlands, on the fourth day of August nineteen hundred and seventy-two, holder of a Dutch passport with number NP5JK2PF6, residing at [], married, acting as sole managing director of- and as such duly representing- Kalverboer Holding B.V., a private company with limited liability organized and existing under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, with office address at Palmgracht 35, 1015 HK Amsterdam, the Netherlands and registered with the Trade Register of the Chambers of Commerce under number 08054040, which company in tum acting as sole managing director of- and as such duly representing- Kalverboer Management B.V., a private company with limited liability organized and existing under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, with office address at Palmgracht 35, 1015 HK. Amsterdam, the Netherlands and registered with the Trade Register of the Chambers of Commerce under number 34261700, which company in tum is acting as managing director with sole representative authority of- and as such duly representing- H2 Equity Partners B.V., a private company with limited liability organized and existing under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, with office address at Oosteinde 19, 1017 WT Amsterdam, the Netherlands and registered with the Trade Register of the Chambers of Commerce under number 33227700, which company in turn is acting as sole managing director of-and as such duly representing:

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a. H2 Sator B.V., a private company with limited liability organized and existing under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, with office address at Oosteinde 19, 1017 WT Amsterdam, the Netherlands and registered with the Trade Register of the Chambers of Commerce under number 34341144 (the "Transferor A");

b. H2 Equity Partners Management Fund III B.V., a private company with limited liability organized and existing under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, with office address at Oosteinde 19, 1017 WT Amsterdam, the Netherlands and registered with the Trade Register of the Chambers of Commerce under number 34261736, which company in tum is acting as sole managing director of-and as such du1y representing:

Cooperatieve H2 Sator U.A., a cooperative with exclusion of liability

organized and existing under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, with office address at Oosteinde 19, 1017 WT Amsterdam, the Netherlands and registered with the Trade Register of the Chambers of Commerce under number 34373652 (the "Transferor B");

2.     Mr. Marc Titus Welling, born in Bussum, the Netherlands, on the eighteenth day of

March nineteen hundred and sixty-six, holder of a Dutch passport with number NWD85D680, residing at Riederhagen 5, 2993 XE Barendrecht, the Netherlands, not married, acting as:

a.     sole managing director of-and as such du1y representing-Firmare B.V., a

private company with limited liability organized and existing under the laws of the Netherlands, having its corporate seat in Barendrecht, the Netherlands, with office address at Riederhagen 5, 2993 XE Barendrecht, the Netherlands and registered with the Trade Register of the Chambers of Commerce under number 24477223, which company in turn is acting as managing director with sole representative authority of-and as such together with Mr. Johannes Petrus Kruijer, mentioned hereafter, duly representing-Holding Sator Management B.V., a private company with limited liability organized and existing under the laws of the Netherlands, having its corporate seat in

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Schiedam. the Netherlands, with office address at Riederhagen 5, 2993 XE Barendrecht, the Netherlands and registered with the Trade Register of the Chambers of Commerce under number 24481004 (the "Transferor C");

b. managing director with joint representative authority of-and as such together with Mr. Johannes Petrus Kruijer, mentioned hereafter, duly representing- Sator Beheer B.V., a private company with limited liability, organized and existing under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, with office address at 's­ Gravelandseweg 379, 3125 BJ Schiedam, the Netherlands and registered with the Trade Register of the Chambers of Commerce under number

34341147 (the "Company");

3.     Mr. Johannes Petrus Kruijer, born in Haarlem, the Netherlands, on the

twenty-eighth day of August nineteen hundred and sixty-two, holder of a Dutch passport with number NM72CD1F9, residing at Wilhelminalaan 4, 2171 CS Sassenheim, municipality of Teylingen, the Netherlands, married, acting as:

a. managing director with joint representative authority of-and as such together with Mr. Marc Titus Welling, aforementioned, duly representing - the Company;

b. as managing director with sole representative authority of-and as such together with Finnare B.V., aforementioned, duly representing -the Transferor C;

4.     [Baker & McKenzie lawyer]

here acting upon a written power of attorney granted by:

LKQ Netherlands B.V., a private company with limited liability, organized and existing under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, with office address at 's-Gravelandseweg 379, 3125 BJ Schiedam, the Netherlands and registered with the Trade Register of the Chambers of Commerce under number 57731306 (the "Transferee").

Transferor A, Transferor B and Transferor C hereafter collective referred to as the

"Transferors" and each individually as a "Transferor".

The existence of the power of attorney to the appearing person sub 4 appears from one (1)

private instrument attached to this deed.

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The appearing persons, acting as aforementioned, declared:

I.     DESCRIPTION OF THE SHARES AND INTENDED TRANSACTION:

1. The Transferors are jointly the holders of the entire issued share capital of the Company, consisting of twenty thousand nine hundred and forty-two (20,942) ordinary shares in the issued share capital of the Company, numbered 1 up to and including 20,942, with a nominal value of one euro (EUR 1.00) each and ten thousand (10,000) preferred shares in the issued share capital of the Company, numbered P1 up to and including P10,000, with a nominal value of one eurocent (EUR 0.01) each (collectively: the "Shares"), which Shares are divided between the Transferors as follows:

a.     the Transferor A is the holder of seventeen thousand three hundred and

eighty-one (17,381) ordinary shares in the issued share capital of the Company, numbered 1 up to and including 17,381, with a nominal value of one euro

(EUR 1.00) each and ten thousand (10,000) preferred shares in the issued share capital of the Company, numbered P1 up to and including P10,000, with a nominal value of one eurocent (EUR 0.01) each (collectively the "Shares A");

b. the Transferor B is the holder of two thousand and forty-two (2,042) ordinary shares in the issued share capital of the Company, numbered 17,801 up to and including 18,981 and 20,001 up to and including 20,861, with a nominal value of one euro (EUR 1.00) each (the "Shares B"); and

c.     the Transferor C is the holder of one thousand five hundred and nineteen

(1,519) ordinary shares in the issued share capital of the Company, numbered

17,382 up to and including 17,800, 18,982 up to and including 20,000 and

20,862 up to and including 20,942, with a nominal value of one euro (EUR

1.00) each (the "Shares C").

2. On [] the Transferors and the Transferee entered into a sale and purchase agreement (the "Agreement").

Pursuant to the Agreement the Transferors are obliged to, among other things, transfer the Shares to the Transferee, which transfer the Transferors and the Transferee wish to effectuate by this deed.

A copy of the Agreement is attached to this deed.

II.     ACQUISITION OF THE SHARES

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a.     The Transferor A acquired the Shares A as follows:

sixteen thousand (16,000) ordinary shares in the Company's issued share capital and two thousand (2,000) preferred shares in the Company's issued share capital, pursuant to a share issue by the Company's deed of incorporation executed before W.A. Groen, civil-law notary in Amsterdam, on the twenty-seventh day of May two thousand and nine, which sixteen thousand (16,000) ordinary shares are converted into sixteen thousand (16,000) ordinary class A shares, pursuant to an amendment to the Company's articles of association, as laid down in a notarial deed of amendment to the Company's articles of association, executed before W.A. Groen, civil-law notary in Amsterdam, on the sixth day of July two thousand and nine, which ordinary class A shares are converted into sixteen thousand (16,000) ordinary shares numbered 1 up to and including 16,000, pursuant to an amendment to the Company's articles of association, as laid down in a notarial deed of amendment to the Company's articles of association, executed before W.A. Groen, civil-law notary in Amsterdam, on the twelfth day of February two thousand and thirteen;

inter alia one thousand three hundred and eighty-one (1,381) ordinary class A shares in the Company's share capital pursuant to a share issue by a notarial deed of issuance of shares executed before W.A Groen, civil-law notary in Amsterdam, on the sixth day of July two thousand and nine, which one thousand three hundred and eighty-one (1,381) ordinary class A shares are converted into one thousand three hundred and eighty-one (1,381) ordinary shares numbered 16,001 up to and including 17,381, pursuant to an amendment to the Company's articles of association, as laid down in a notarial deed of amendment to the Company's articles of association, executed before W.A. Groen, civil-law notary in Amsterdam, on the twelfth day of February two thousand and thirteen; and

eight thousand (8,000) preferred shares in the Company's share capital pursuant to a share issue by a notarial deed of issuance of shares executed before W.A. Groen, civil-law notary in Amsterdam, on the sixth day of July two thousand and nine.

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b.     The Transferor B acquired the Shares B as follows:

eight hundred and sixty-one (861) ordinary class A shares in the Company's issued share capital pursuant to a share transfer by a notarial deed of sale, purchase and transfer of shares, executed before W.A Groen, civil-law notary in Amsterdam, on the first day of March two thousand and eleven, which eight hundred and sixty-one (861) ordinary class A shares are converted into eight hundred and sixty-one (861) ordinary shares, numbered

20,001 up to and including 20,861 pursuant to an amendment to the Company's

articles of association, as laid down in a notarial deed of amendment to the Company's articles of association, executed before W.A Groen, civil-law notary in Amsterdam, on the twelfth day of February two thousand and thirteen; and

one thousand one hundred and eighty-one (1,181) ordinary shares, numbered

17,801 up to and including 18,981 in the Company's issued share capital pursuant to a share transfer by a notarial deed of sale, purchase and transfer of shares, executed before W.A Groen, civil-law notary in Amsterdam, on the twelfth day of February two thousand and thirteen.

c.     The Transferor C acquired the Shares C as follows:

inter alia one thousand and nineteen (1,019) ordinary class A shares in the Company's issued share capital pursuant to a share transfer by a notarial deed of sale, purchase and transfer of shares, executed before a substitute of W.A Groen, civil-law notary in Amsterdam, on the thirty-flrst day of December two thousand and nine, which one thousand and nineteen (1,019) ordinary class A shares are converted into one thousand and nineteen (1,019) ordinary shares numbered 18,982 up to and including 20,000, pursuant to an amendment to the Company's articles of association, as laid down in a notarial deed of amendment to the Company's articles of association, executed before W.A Groen, civil-law notary in Amsterdam, on the twelfth day of February two thousand and thirteen;

eighty-one (81) ordinary class A shares in the Company's issued share capital pursuant to a share transfer by a notarial deed of sale, purchase and transfer

of shares, executed before W.A Groen, civil-law notary in Amsterdam, on

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the first day of March two thousand and eleven, which eighty-one (81) ordinary class A shares are converted into eighty-one (81) ordinary shares numbered

20,862 up to and including 20,942, pursuant to an amendment to the Company's articles of association, as laid down in a notarial deed of amendment to the Company's articles of association, executed before W.A. Groen, civil-law notary in Amsterdam, on the twelfth day of February two thousand and thirteen; and

four hundred and nineteen (419) ordinary class A shares in the Company's issued share capital pursuant to a share transfer by a notarial deed of transfer of shares, executed before a substitute of W.A. Groen, civil-law notary in Amsterdam, on the seventh day of July two thousand and eleven, which four hundred and nineteen (419) ordinary class A shares are converted into four hundred and nineteen (419) ordinary shares numbered 17,382 up to and including 17,800, pursuant to an amendment to the Company's articles of association, as laid down in a notarial deed of amendment to the Company's articles of association, executed before W.A. Groen, civil-law notary in Amsterdam, on the twelfth day of February two thousand and thirteen.

III.     TRANSFER AND PURCHASE PRICE

1.     a. The Transferor A hereby transfers the Shares A to the Transferee, who hereby accepts the transfer of the Shares A, all in accordance with the provisions of the Agreement and of this deed.

b. The Transferor B hereby transfers the Shares B to the Transferee, who hereby accepts the transfer of the Shares B, all in accordance with the provisions of the Agreement and of this deed.

c. The Transferor C hereby transfers the Shares C to the Transferee, who hereby accepts the transfer of the Shares C, all in accordance with the provisions of the Agreement and of this deed.

2. With respect to the purchase price for the Shares and the payment method, reference is made to the Agreement and a funds flow letter, copies of which are attached to this deed.

IV.     TRANSFER RESTRICTIONS

Since all shareholders of the Company are party to this deed and hereby grant their

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consent to the transfer of the Shares, the transfer restrictions laid down in the Company's articles of association are complied with.

V.     PROVISIONS

The present transfer of the Shares takes place under the following provisions: Article 1

Each of the Transferors, severally and not jointly (niet hoofdelijk) represents, warrants and undertakes (verklaart, staat er voor in en garandeert) to the Transferee, with respect to the shares the respective transferor is transferring by this deed, all within the limitations and qualifications as set forth in the Agreement and without limiting, broadening or adding to the scope of the Agreement:

a.     The Shares are validly acquired by the Transferors as described above.

b.     The Transferors have the legal authority to transfer the Shares.

c.     The Shares are fully paid up.

d. The Shares represent one hundred percent (100.00%) of the Company's issued share capital.

e. The Shares are not encumbered with any usufruct (vruchtgebruik) or right of pledge (pandrecht).

f.     The Shares are not encumbered with any attachment.

g.     There are no depositary receipts issued in respect of the Shares.

h.     The Shares are not shares as mentioned in article 4 of the Legal Transactions

(Taxation) Act (Wet op belastingen van rechtsverkeer).

i. The right of the Transferors to the Shares is unconditional and is not subject to any termination (ontbinding) or annulment (vernietiging).

j. No persons exist who have any options, claims or other rights outstanding to acquire any issued or unissued shares in the Company's capital stock.

k.     No persons exist who may claim dividends, or any other distributions from the

Company. Article 2

The Shares are for the account of the Transferee as of the first day of January two thousand and thirteen, such in accordance with the Agreement.

Article 3

Subject to any contrary provision in this deed, the parties shall be bound by any other

8

Execution version

agreements made between them prior to the signing of this deed with respect to the present transfer (for the avoidance of doubt including the Agreement), on the understanding that dissolving conditions can no longer be invoked and conditions precedent shall be considered to have been satisfied.

VI.     DECLARATION BY THE COMPANY

The Company declares to acknowledge the present share transfer and to cause the required notes to be entered into the shareholders' register.

VII. THE NOTARY

The notary is a civil-law notary affiliated with Baker & McKenzie Amsterdam N.V., the firm of the external legal advisors of Transferee. With reference to the Regulations concerning professional Rules and Rules of Conduct (Verordening beroeps- en gedragsregels) of the Royal Notarial Professional Organisation (Koninklijke Notariele Beroepsorganisatie), all parties to this deed expressly acknowledge and agree that the notary and Baker & McKenzie Amsterdam N.V. may advise and act on behalf of the Transferee with respect to this deed and any other agreement and/or dispute related to or resulting from this deed and/or any other agreement.

VIII. FINAL PROVISIONS

The underlined headings in this deed have been included for ease of reference only. The appearing persons are known to me, notary,

WITNESSETH THIS DEED,

the original of which was drawn up and executed in Amsterdam, the Netherlands on the date in the first paragraph of this deed. The substance of this deed was stated and clarified to the appearing persons. The appearing persons declared to have taken note of the

content of this deed timely before its execution, agreed to its content and did not require a full reading of this deed. Subsequently, after limited reading in accordance with the law, this deed was signed by the appearing persons and me, notary.

9

Schedule 2.6.3

W&I Insurance Policy

Pembroke

SYNDICATE 4000

Warranty and Indemnity liability Insurance Policy for Buyers

Pembroke Syndicate 4000 at Lloyd's Policy Number: 50373C13AA.

(herein called "the Underwriters")

Declarations

Item 1. Policyholder (name and address):

LKQ NETHERLANDS B.V., a private company with limited !iability (bes/oten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands with its registered seat in Schiedam, the Netherlands, registered with the trade register of the Chamber of Commerce in the Netherlands under number 57731306

Item 2. Agreement:

AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF Sator Beheer B.v. named in the agreement dated 23

April 2013

Item 3. Tax Covenant:

The tax covenant set out at Schedule 8 to the Agreement

Item 4. Limitation Clause:

Clause 10.4 of the Agreement.

Item 5. Policy Period for Included Non-Tax Warranties and Title Warranties:

For Title Warranties, from 23 April 2013 to May 1, 2018 both days inclusive

For all other Included Non-Tax Warranties, from 23 April 2013 to

November 1, 2014 both days inclusive. United Kingdom time.

Item 6. Policy Period for Included Tax Warranties and Included Tax Indemnities:

From 23 April 2013 to May 1, 2018 both days inclusive.

United Kingdom time.

Item 7. Policy Period Limit of Liability: €20,000,000

Item 8. Aggregate Excess for the Policy Period: €2,000,000

Item 9. Targets:

Sator Beheer B.V. and the Subsidiaries as defined in the Agreement.

Item 10. Team Members:

Walter Hanley, Senior Vice President of Development Victor Casini, Senior Vice President & General Counsel Vaughn Hooks, Vice President - Taxes

Item 11. Net Premium: €213,630 plus IPT of €42,726

Contents

Declarations	1
Insuring Clause	4
Definitions	4
Exclusions	7
Limit of Liability	7
Excess	8
Non-accumulation	8
Reporting, Notice and Other Conditions	8
Warrantor's Admission	9
Notice	9
Subrogation	9
Alteration and Assignment	10
Rights of Action and Position of Warrantor	10
Premium	10
Non-Avoidance	10
Termination	10
Choice of Law and Forum	11
Warranty and Indemnity Schedule	12

In consideration of payment of the premium and subject to the terms and conditions of this Policy, the Underwriters and the Policyholder agree as follows:

Insuring Clause

1. Subject to receipt of the signed Signing No Claims Declaration and CloSing No Claims Declaration,in the event of a Breach Event, the Underwriters shall pay Insured Loss to the Policyholder.

Definitions

2. In this Policy the word 'person(s)" wherever t appears, means legal or natural person(s)

unless otherwise specified. When used in bold type in this Policy:

Actual Knowledge means actual personal knowledge and for the avoidance of doubt does not include constructive or imputed knowledge nor does it include any actual, constructive or imputed knowledge of any advisor, broker or agents of the Policyholder.

Agreement means the agreement stated in Item 2 of the Declarations.

Breach Event means a breach, circumstance or event which is a Warranty Event or an Indemnity Event.

Claim means:

(a) a written demand;

(b) a civil proceeding including third party proceeding, counterclaim or arbitration proceeding;

(c) a criminal proceeding; or

(d) a formal administrative or formal regulatory proceeding,

against the Policyholder or a Target

(i) the making of which shows that an Included Warranty has been breached; or

(ii) the making of which shows that a circumstance or event has arisen which is covered by an Included Indamnity; or

(iii) containing any allegation in which, if substantiated, would show that an Included

Warranty has been breached; or

(iv) containing any allegation in which, if substantiated, would constitute a circumstance or event covered by an Included Indemnity.

Closing No Claims Declaration means the closing no claims declaration in the form annexed at Appendix 2 to this Policy signed by or on behalf of the Policyholder and dated the date of Completion.

Completion means completion as provided for in the Agreement.

Damages means damages including any Defence Costs incurred, but:

(a) not including punitive, exemplary or aggravated damages or the multiple portion of any multiplied damages award; and

(b) not including sums which the Policyholder is entitled to under any Price

Adjustment Provision.

Defence Costs means legal costs and expenses including disbursements reasonably incurred by or on behalf of the Policyholder, with the Underwriters' prior written consent (such consent not to be unreasonably withheld or delayed), in the defence of a Claim and appeals thereof. Defence Costs do not include any remuneration for the directors, officers, employees, or any other internal expenses of the Policyholder or any entity that directly or ind1rectlycontrols or is controlled by the Policyholder.

Disclosed has the same meaning as is defined in the Agreement.

Indemnity means an indemnity or covenant listed in Part C or Part 0 of the Warranty and Indemnity Schedule.

Included Indemnity means an Included Non-Tax Indemnity or an Included Tax Indemnity.

Included Non-Tax Indemnity means an indemnity or covenant marked as "Included" or "Included as re-written below" in Part D of the Warranty and Indemnity Schedule.

Included Non-Tax Warranty means a warranty marked as "Included" or "Included as re- written below" in Part A of the Warranty and Indemnity Schedule.

Included Tax Indemnity means an indemnity or covenant marked as "Included" or

"Included as re-written below" in Part C of the Warranty and Indemnity Schedule.

Included Tax Warranty means a warranty marked as "Included" or "Included as re-written below" in Part B of the Warranty and Indemnity Schedule.

Included Warranty means an Included Non-Tax Warranty or an Included Tax Warranty.Indemnity Event means a circumstance or event which:

(a) is covered by an Included Indemnity;

(b) arises before the end of the Policy Period; and

(c) the Policyholder first becomes aware of prior to the start of or during the Policy

Period.

Insured Loss means an amount equal to:

(a) the Damages which the Policyholder is legally entitled to from a Warrantor on account of a Warranty Event plus the Damages which the Policyholder would, but for the Limitation Clause, be legally entitled to from a Warrantor on account of that Warranty Event; or

(b) the amount which the Policyholder is legally entitled to from a Warrantor under an Included Indemnity on account of an Indemnity Event plus the amount which the Policyholder would,but for the Limitation Clause, be legally entitled to from a Warrantor under an Included Indemnity on account of that Indemnity Event,

but does not include matters uninsurable under English law.

Limitation Clause means the provisions referred to in Item 4 of the Declarations.

Other loss means the damages which the Policyholder ls legally entitled to, or would be legally entitled to, from a Warrantor on account of a breach of a warranty contained in the Agreement which is not marked as "Included" in Column (2) of Part A or Part B of the Warranty and Indemnity Schedule.

Policyholder means the person stated in Item 1 of the Declarations. Policy Period means:

(a) in relation to cover under this Policy for Insured loss relating to breach of an Included Non-Tax Warranty or relating to a circumstance or event which is covered by an Included Non-Tax Indemnity, the period of time stated in Item 5 of the Declarations; and

(b) in relation to cover under this Policy for Insured loss relating to breach of an Included Tax Warranty or relating to a circumstance or event which is covered by an Included Tax Indemnity, the period of time stated in Item 6 of the Declarations.

Pollutants means any substance exhibiting any characteristic hazardous to the environment or having an adverse impact on the environment, including but not limited to solids, liquids, gaseous or thermal irritants, contaminants or smoke, vapour, soot, fumes, acids, alkalis, soil, chemicals and waste materials, air emissions, odour, waste water, oil, oil products, infectious or medical waste, asbestos, asbestos products and any noise.

Pollution means:

(a) any actual, alleged or threatened exposure to, or generation, storage, transportation, discharge, emission, release, dispersal, escape, treatment, removal or disposal of, any Pollutants; or

(b) any regulation, order, direction or request to test for, monitor, clean up, remove, contain, treat, detoxify or neutralise any Pollutants, or any action taken in contemplation or anticipation of any such regulation, order, direction or request.

Price Adjustment Provision means a term of the Agreement, or of any other agreement, which provides for an adjustment to the consideration, or to other sums receivable, provided by the Agreement, other than a term which provides that liability for a breach of a Warranty or for sums under an Indemnity shall reduce consideration.

Signing No Claims Declaration means the signing no claims declaration in the form annexed at Appendix 1 to this Policy signed by or on behalf of the Policyholder and dated on the date of inception of this Policy.

Target means an entity which is stated in Item 9 of the Declarations.

Tax Covenant means the document stated in Item 3 of the Declarations.

Team Member means a person who is stated in Item 10 of the Declarations.

Title Warranties means the warranties set out a clause 7.1 of the Agreement.

Warrantor means a person who has given an Included Warranty or Included Indemnity.Warranty means a warranty listed in Part A or Part B of the Warranty and Indemnity Schedule.

Warranty and Indemnity Schedule means the Warranty and Indemnity Schedule below.

Warranty Event means a breach of an Included Warranty which:

(a) occurs before the end of the Policy Period; and

(b) the Policyholder first becomes aware of prior to the start of or during the Policy

Period.

Exclusions

3.    The Underwriters shall not be liab!e for Insured Loss related to an amount of Damages, or an amount to which the Policyholder is entitled to under an Included Indemnity:

(a) which would not arise without the existence of an agreement which amends or varies the Agreement or the Tax Covenant or which means the effect of the Agreementor the Tax Covenant is other than it would be on its terms alone unless prior written consent has been obtained from the Underwriter (such consent not to be unreasonably withheld or delayed);

(b) which represents loss suffered by the Policyholder which the Policyholder ought reasonably to have mitigated;

(c) based upon, arising from or in consequence of any specific circumstance or event which is covered by an Indemnity and which arises from a specific circumstance Disclosedor event Disclosed;

(d) based upon any Breach Event which any Team Member had Actual Knowledge of prior to commencement of the Policy Period and any event or circumstance which could reasonably be expected by the Team Member in light of their Actual Knowledge to lead to a Breach Event;

(e) based upon, arising from or in consequence of any actual or alleged Pollution;

(f) based upon, arising from or in consequence of any actual or alleged tax liability which is the primary liability of, or properly attributable to, or due from any person or party other than (i) the Policyholder, (ii) Target or any subsidiary of the Target, (iii) any member of the Seller's Group, or (iv) any former employee of the Policyholder, Target or any subsidiary of the Target;

(g) based upon, arising from or in consequence of any actual or alleged lack or inadequacy of funding or performance of any pension scheme or plan or employee benefit scheme or plan;

(h) based upon, arising from or in consequence of any actual or alleged failure or inability to collect debt or receivables owing to the Target at Completion or failure to disclose any such debts or receivables.

(i) based upon, arising from or in connection with the business or operations or activities of Vereniging Unigar, Vereniging Auto Partner and AP-United B.V.

Limit of Liability

4. The Underwriters' maximum liability for all Insured Loss on account of all Breach Events shall be the Policy Period Limit of liability stated in Item 7 of the Declarations.

Excess

5. The Underwriters shall only be liable for Insured Loss once the total of all Insured Loss and all Other loss exceeds the Aggregate Excess for the Policy Period stated in Item 8 of the Declarations and then only to the extent that that total exceeds that Aggregate Excess.

Non-accumulation

6. For the avoidance of doubt, in respect of all cover under this Policy all limits of liability and excesses shall apply on the basis that there is one Policy Period only, notwithstanding any setting out in the Declarations of different Policy Periods.

Reporting, Notice and Other Conditions

7.

A. The Policyholder shall:

(a) give the Underwriters written notice of each and every breach, circumstance or event which is a Breach Event as soon as reasonably practicable after discovery, and in any event no later than 30 days, after discovery of it by the Policyholder or, if the Policyholder is an organization, by a director or officer, of the Policyholder;

(b) give the Underwriters written notice of each and every Claim as soon as reasonably practicable, and in any event no later than 30 days, after the Claim has first been made;

(c) give the Underwriters written notice of each and every breach, circumstance or event which, although not a Breach Event, could lead to erosion of any thresholds of liability or similar provisions in the Agreement or to erosion of the maximum liability of a Warrantor set out in the limitation Clause, as soon as reasonably practicable, and in any event no later than 30 days, after discovery of such breach, circumstance or event by the Policyholder or, if the Policyholder is an

organisation, by a director, officer, employee or agent of the Policyholder;

(d) give to the Underwriters all such co-operation and information as the Underwriters may reasonably require, including, but not limited to, the Policyholderusing its reasonable endeavours to give the Underwriters: reasonable details of Breach Events and Claims; the manner in which the Policyholder first becomes aware of Breach Events and Claims; such access to, and at the Underwriters' expense, copies of, documents, other records and evidence as the Underwriters shall reasonably require; access to such people as the Underwriters shall reasonably require; reasonable details of steps the Policyholder is taking against any Warrantor in relation to Breach Events and Claims; and reasonable details of potential sources of relevant information;

(e) on becoming aware of an Breach Event mitigate any loss which the Policyholder ought reasonably to have mitigated, save that the Policyholder shall not be obliged to forgo any legal right or breach any legal obligation (including any such right or obligation which may arise pursuant to any rule of dispute resolution procedure, or as may arise out of or in connection with the Agreement or any other agreement) or do or not do any other thing where to do or not do so would in any

way have a disproportionately detrimental effect on the respective rights, obligations and interests of the Policyholder or the Underwriter in relation to the prevention or reduction of, or prevention of increase in, loss;

(f) preserve, until the Underwriters' liability for the Insured Loss is agreed or otherwise finally established, all documents and other records which the Policyholder or any Team Member obtained, compiled or had access to and were able to retain as part of the Policyholder's due diligence or investigation process in connection with the purchase which is the subject of the Agreement;

(g) use all reasonable endeavors to ensure that all Targets have, until the Underwriters'liability for the insured Loss [s agreed or otherwise final!y established, insurance in substantially the same scope and monetary amount as all the insurance they had immediately prior to Completion.

Any failure of the Policyholder to comply with the provisions of this Clause 7 shall not relieve the Underwriter of their obligations under this Policy, except to the extent that the Underwriters are adversely affected thereby.

Warrantor's Admission

8. No admission by a Warrantor shall create any presumption of Insured Loss.

Other Insurance

9. If Insured Loss, or loss of the Policyholder on account of a Breach Event, is insured under any other valid policy, prior or current, cover under this Policy for insured loss shall be only to the extent that the amount of InsuredLoss is in excess of the amount of

payment actually received from such other insurance whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as specific excess insurance over the Policy Period Limit of Liability stated in Item 7 of the Declarations {with the Policyholder having first made a reasonable effort to recover under such other insurance}.

If, in respect of a specific circumstance or event which gives rise to a specific Warranty Event or is a specific Indemnity Event, sums are paid to the Policyholder or a Target under any insurance, indemnity or bond (other than as payment referred to in the paragraph immediately above), or as a repayment of tax, or from any person other than a Warrantor or the Underwriters, then the amount of Insured loss in respect of that specific Warranty Event or specific Indemnity Event payable by the Underwriters under this Policy shall be reduced by the amount of such sums.

Notice

10. Notice to the Underwriters under this Policy shall be given in writing addressed to (for notices of Breach Event or Claim or pursuant to Section 7{c» "Director of Claims" (for other notices) "Chief Executive" at:

Lloyd's Syndicate 4000

2nd Floor South, 3 Minster Court, Mincing Lane

London EC3R 700

Notice shall be effective on the date of receipt by the Underwriters at that address.

Subrogation

11. The Underwriters shall be subrogated to the extent of any payment under this Policy to the Policyholder's rights of recovery, and the Policyholder shall execute all papers required and shall do everything reasonably necessary to secure and preserve such rights and to enable the Underwriters to brfng proceedings in the name of the Policyholder. The Policyholder undertakes not to prejudice the Underwriters' interests or its potential or actual rights of recovery. The Underwriters agree not to exercise any right of subrogation acquired under or in connection with this Policy against a Warrantor except where Insured loss arises by reason of any fraud; dishonest, reckless or wilful misconduct; or dishonest, reckless or wilful omission, by or on behalf of the Warrantor.

Alteration and Assignment

12. No change in, modification of, or assignment of interest under this Policy shall be effective except when made by written endorsement to this Policy duly executed on behalf of the Underwriters.

Rights of Action and Position of Warrantor

13. No person shall have any rights under or in connection with this Policy. The Policyholder may not assign to any other person any right or cause of action against the Underwriters under or in connection with this Policy. Nothing in this Policy confers any benefit on a Warrantor or relieves a Warrantor from liability to the Policyholder.

Premium

14. If any premium for this Policy remains unpaid 30 days after the earlier of (a) the date of Completion or (b) 1 June 2013, the Underwriters shall have no liability in respect of any Breach Event, whether occurring during or after those 30 days.

Non-Avoidance

15. The Underwriters irrevocably waive any right they may have to rescind or avoid this Policy, or any severable part of this Policy, on the grounds of non-disclosure, or misrepresentation of material facts by the Policyholder or any person including the Warrantors, provided that such alleged non-disclosure or misrepresentation was free of any fraudulent intent on behalf of the Policyholder.

However, in the event of a misrepresentation of material facts or non-disclosure of material facts which would otherwise entitle the Underwriters to avoid this Policy, and a Team Member, at the time the Policy was entered into, had Actual Knowledge of the true position with regard to the facts or matters misrepresented to the Underwriters or had Actual Knowledge of any of the non-disclosed facts there shall be no cover under this Policy for any Insured loss based upon, arising from or in consequence of the true position or any of the non-disclosed facts.

Termination

16. Except by written agreement, neither the Underwriters nor the Policyholder may terminate this Policy.

Choice of Law and Forum

17. The construction of the terms, and the validity and effect, of this Policy are governed by Dutch law. Any dispute or difference arising under or in respect of this Policy shall be subject to and determined within the exclusive jurisdiction of the Amsterdam courts of the Netherlands.

Warranty and Indemnity Schedule

Part A: Non-Tax Warranties
(1 ) Warranty paragraph reference	(2) Included	, (3) Not Included	(4} Included as re-written below
Clause 7.1 of the Agreement	x
The Following Warranties contained in schedule 7.2 of the Agreement
1	x
2	x
3	x
4	x
5	x
6	x
7	x
8	x
9	x
10	x
11	x
12	x
13	x
14	x
15	x
16	x
17	x
18	x
19.1			Covered on the basis that the warranty is covered by the Sellers' awareness as defined in Clause 1.2 under j of the Agreement.

Part B: Tax Warranties

(1)	(2)	(3)	: (4)
Warranty paragraph reference	Included	Not Included	Included as re-written below
The following Warranties Not Applicable
contained in Schedule 7.2 of the Agreement:
7	ü
Part C: Tax Indemnity
(1)	(2)	(3)	(4)
Clause reference	Included	Not Included	Included as re-written below
Paragraph 1.1 of Schedule 8 to the Agreement:	ü
Part D: Non-Tax Indemnities
(1)	(2)	(3)	(4)
Clause reference	Included	Not Included	Included asre-written below
NA

NOTICE TO THE INSURED

Data Protection Act 1998

We may store your information on a computer and use it for administration, risk assessment, research and statistical purposes, marketing purposes and for crime prevention (see further details below). We will only disclose your personal details to third parties, if it is necessary for the performance of your contract with us.

In order to assess the terms of the insurance contract or administer claims that arise, we may need to collect data that the Data Protection Act defines as sensitive, such as medical history or criminal convictions. By proceeding with this contract you will signify your consent to such information being processed by us or our agents.

We will keep your information secure at all times. In certain circumstances, for example for systems administration purposes, we may have to transfer your information to another country, which may be a country outside the European Econom!c Area (EEA). By proceeding with your insurance application, we will assume you are agreeable for us to transfer your

information to a country outside the EEA.

Should you wish to receive a copy of the information we hold on you, please contact the Compliance Officer, Lloyd's Syndicate 4000, Box 146, Lloyd's, 1 Lime Street, London EC3M

7HA.

Complaint Procedure

Underwriters are committed to providing a first class service at all times.

If at any time there are questions or concerns regarding this Policy or the handling of a Claim, you should in the first instance refer to your insurance broker or intermediary, if any. If your problem cannot be resolved, any question or complaint should then be addressed to:

Director of Claims

Lloyd's Syndicate 4000

2nd Floor South,

3 Minster Court, Mincing Lane,

London EC3R 7DD

Telephone: 020 7337 4400

If after following the above procedure your complaint has not been resolved to your satisfaction, you should write to the Chief Executive at the address above.

In the event you wish to pursue matters further, where appropriate, you can refer the matter at any time to the:

Complaints Department

Lloyd's

One Lime Street, London EC3M 7HA

Telephone: 020 7327 5693 Fax: 020 73275255

E-mail: Lloyds-Regulatory-Complaints@lIoyds.com

Complaints that cannot be resolved by the Complaints Department may, where appropriate, be referred to the Financial Ombudsman Service to review the case.

The address is:

Financial Ombudsman Service (www.financial-ombudsman.org.uk)

South Quay Plaza

183 Marsh Wall

London E14 9SR

Telephone:0845 0801800

The Financial Ombudsman's Service decision is binding upon Underwriters but you are free to reject it without affecting your legal rights.

Financial Services Compensation Scheme

Underwriters covered by the Financial Services Compensation Scheme (FSCS). You may be entitled to compensation from the scheme if Underwriters cannot meet their obligations. This depends on the type of business and the circumstances of the claim. Further information about compensation scheme arrangements is available from the FSCS.

Pembroke

SYNDICATE4000 Warranty and Indemnity liability Insurance Policy for Buyers

Appendix 1

To: Pembroke Syndicate 4000 at lloyd's ("Underwriters") LKQ

NETHERLANDS B.V. hereby declares as follows:

1. we have read and understand the provisions of the Buyer's Warranty and Indemnity Policy which LKQ NETHERLANDS B.V. seeks from Underwriters with regard to the acquisition of Sator Beheer B.V. together with the Agreement and Disclosure letter prepared In relation to this transaction;

2. I have In addition made due and careful enquiry of the Team Members and I am not aware of any fact or circumstance which can reasonably be expected to give rise to a claim by LKQ NETHERLANDS B.V. under the proposed Policy; and

3. I do not have any Actual Knowledge of Claims or a Breach Event and so far as I am aware, no Team Member has Actual Knowledge of a Claim or Breach Event.

Signed by: /s/ JOHN S. QUINN

Print Name. John Sydney Quinn, director

Director for and on behalf of LKQ NETHERLANDS B.V.

Date: April 23 2013

Actual Knowledge means actual personal knowledge and for the avoidance of doubt does not include constructive or imputed knowledge nor does it include any actual, constructive or imputed knowledge of any advisor or agents of the Policyholder.

Appendix 2

[To be printed on insured company letterhead and signed at Completion of the Agreement]

To: Pembroke Syndicate 4000 at Lloyd's ("Underwriters")

LKQ NETHERLANDS B.V., hereby declare as follows at the date stated below:

1. I have read and understand the provisions of the Buyer's Warranty and Indemnity Policy which LKQ NETHERLANDS B.V.seeks from Underwriters with regard to the acquisition of Sator Beheer B.V. together with the Agreement and Disclosure Letter prepared n relation to this transaction;

2. I have in addition made due and careful enquiry of the Team Members and I am not aware of any fact or circumstance which can reasonably be expected to give rise to a claim by LKQ NETHERLANDS B.V., under the proposed policy;

3. Other than the matters set out below, I do not have any Actual Knowledge of Claims or a Breach Event and so far as I am aware, other than the matters set out below no Team Member has Actual Knowledge of a Claim or Breach Event relating to the Title Warranties;

[insert matters which are known Claims or Breach Events relating to the warranties given at signing, if any]

4. I do not have any Actual Knowledge of Claims or a Breach Event relating to the Title Warranties and so far as I am aware, no Team Member has Actual Knowledge of a Claim or Breach Event relating to the Title Warranties; and

5. I confirm that the conditions/events set out in the clause 5.3 in the Agreement have been satisfied in full or have occurred (as the case may be).

Signed by:

Print Names:

Director for and on behalf of LKQ NETHERLANDS B.V.

Date:

Actual Knowledge means actual personal knowledge and for the avoidance of doubt does not include constructive or imputed knowledge nor does it include any actual, constructive or imputed knowledge of any advisor or agents of the Policyholder.

Title Warranties means the warranties set out at [XXX] of the Agreement.

Appendix 3

Effective Date of Endorsement No.1

this Endorsement: [ ] 2013

Underwriter: Pembroke Syndicate 4000 at Lloyd's

To Be Attached To &

Form Part of Policy No.[ ]

Issued To: LKQ NETHERLANDS B.V. a company incorporated and registered in [ ] with number [ ] which has its registered office at [ ]

It is agreed that:

1. In this Policy, "the Underwriters" does not just mean Pembroke Syndicate 4000 at lloyd's, but means the following underwriters, each of whom has subscribed to this insurance in the percentage set against its name:

Pembroke Syndicate 4000 at Lloyd's: 75% Ironshore Europe Limited: 25%

2. The liability of each of these underwriters shall be limited to the percentage set against its name.

The obligations under this Policy of each of these underwriters are several and not joint and are limited solely to the extent of that underwriter's individual subscription. No underwriters shall be responsible for the subscription of any other underwriters who for any reason does not satisfy all or part of its obligations hereunder.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

Schedule 3.2

Form of Leakage Notice

To: LQK Netherlands B.V.

Attn: the Board

's-Gravelandseweg 379

3125 BJ Schiedam

The Netherlands

Amsterdam, 23 April 2013

Dear Sir/Madam,

This notice shall be the Leakage Notice pursuant to the share purchase agreement, dated 23 April 2013 (the "Agreement") to determine the Net Leakage Amount and Net Permitted Leakage.

LEAKAGE ITEMS	GROSS AMOUNT	TAX BENEFIT	VAT COST	NET AMOUNT
PERMITTED LEAKAGE
Dividend January 2013	EUR 3,750,000	EUR 0	EUR 0	EUR 3,750,000
Bonus Management Sator Group	EUR 420,000(A)	EUR 105,000	EUR 0	EUR 315,000
Management fee H2	EUR 2,620,000	EUR 30,000	EUR 550,200	EUR 3,140,200
Bonus Dryas B.V. (Interim-CEO Mr Rouoeveen) 50:50 allocation	EUR 900,325	EUR 112,541	EUR 94,534	EUR 882,318
Nipparts proceedings advisory costs	EUR [118,000]	EUR [29,500]	EUR 0	EUR [88,500]
Costs legal advisors costs (Houthoff Buruma)	EUR [250,000]	EUR [0]	[52,500]	EUR [302,500]
Costs financial / tax advisors (Deloitte)	EUR [285,000]	EUR [0]	[59,500]	EUR [344,850]
Costs data room provider	EUR [14,000]	EUR [0]	[2,940]	EUR [16,940]
Transaction break fee Financing Banks	EUR [500,000]	EUR [125,000]	EUR 0	EUR [375,000]
[To be completed]	EUR [l]	EUR [l]		EUR [l]
LEAKAGE
N/A	N/A	N/A		N/A
TOTAL	EUR [l]	EUR [l]		EUR [l]

(A) All applicable payroll taxes will be deducted from the gross EUR 420,000 amount and management will receive net proceeds after such payroll taxes are withheld.

(B) The Transaction break fees include the break fees for the interest rate swaps

H2 SATOR B.V.	COOPERATIEVE H2 SATOR U.A.
By:	By:
Function:	Function:
HOLDING SATOR MANAGEMENT B.V.	HOLDING SATOR MANAGEMENT B.V.
By:	By:
Function:	Function:

Schedule 4.4

Guarantee LKQ Corporation

GUARANTEE LKQ CORPORATION

THE UNDERSIGNED:

LKO CORPORATION, a company incorporated in the State of Delaware whose principal office is at 500 West Madison Street, Suite 2800 Chicago IL 60661, USA (the "Guarantor"),

RECITALS:

A. LKO Corporation is the indirect sole shareholder of LKO Netherlands B.V., a private company with limited liability (bes/olen vennootschep met beperkte aansprakefijkheid},incorporated under the laws of the Netherlands with its registered seat In Schiedam, the Netherlands, registered with the trade register of the Chamber of Commerce in the Netherlands under number 57731306 (the "Purchaser").

B. The Purchaser intends to enter into a sale and purchase agreement (as may be amended from time to time) in respect of Sator Beheer B.V .. a private company with limited liability (bes/oten vennootschap met beperkte aansprake/ijkheid) incorporated under the laws of the Netherlands with its registered seat in Amsterdam, the Netherlands, registered with the trade register of the Chamber of Commerce in the Netherlands under number 34341147 (the "SPA") with:

a. H2 Sator B.V., a private company with I1mited liability (bes/oten vennootschap met beperkte aansprakelijkhe/d) incorporated under the laws of The Netherlands with its registered seat in Amsterdam, the Netherlands, registered with the trade register of the Chamber of Commerce in the Netherlands under number 34341144 ("Seller A"); and

b. Cooperatleve H2 Sator UA, a cooperative with excluded liability (Cooperatie U.A.), incorporated under the laws of the Netherlands with its registered seat in Amsterdam, the Netherlands, registered with the trade register of the Chamber of Commerce in the Netherlands under number 34373652 ("Seller B"); and

c. Holding Sator Management B.V., a private company with limited liability (besJoten vennootschap met beperkte aansprakefijkheid), incorporated under the laws of the Netherlands with its registered seat in Schiedam, the Nethertands, registered with the trade register of the Chamber of Commerce in the Netherlands under number 24481004 ("Seller C"); Seller A, Seller B, and Seller C hereafter collectively referred to as the "Sellers".

C. The Guarantor wishes to guarantee the full and timely performance of all of the Purchaser's obligations under the SPA (and those of the Purchaser's assignees, if any) for the benefit of the Sellers (and their assignees, if any), and therefore hereby provides this guarantee (the "Guarantee") to the Sellers.

DECLARES THE FOLLOWING:

1. The Guarantor hereby as a separate and independent obligation and not as a suretyship (borgtocht) or a joint debtor (hoorde/Uk schuldenaar), unconditionally and Irrevocably guarantees to the Sellers the due and punctual performance and observanceby the Purchaser of all its obligations, commitments and undertakings under or pursuant to the SPA, as may be amended from time to time, and the termination thereof, for any reason whatsoever (the "Guaranteed Obligations") .

2. The obligations of the Guarantor under Clause 1 constitute its direct. primary and unconditional obligation to pay any sum which the Purchaser is liable to pay pursuant to the SPA and to perform any obligation of the Purchaser pursuant to the SPA.

3. If and whenever a default occurs for any reason whatsoever in the performance of any of the Guaranteed Obligations (such default either agreed upon by the Purchaser and Sellers or finally determined In accordance with the dispute resolution mechanisms set out in the SPA), the Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the GUaranteed Obligations in respect of which such default has occurred and demand has been made in the manner prescribed by the SPA, so that the same benefits shall be conferred on SeUers as they would have received had the Guaranteed Obligations been duly performed and satisfied by the Purchaser.

4. More than one claim may be made under this Guarantee. All payments by the Guarantor under this guarantee will be made in cash and in full, without any set- off or deduction of costs, charges or

taxes of any nature whatsoever.

5. The liability of the Guarantor under this Guarantee shall not be released or diminished by any variation of the Guaranteed Obligations or any forbearance, neglect or delay in seeking performance of the Guaranteed Obligations or any granting of time for such performance.

6. This Guarantee shall remain in full force and effect until the date on which the liability of the Purchaser in respect of the Guaranteed Obligations has lapsed in accordance with the terms of the SPA.

7. Under the SPA, the Sellers have the right to assign or otherwise transfer certain of their rights and obligations to a third party. If and to the extent the Sellers do assign and/or transfer such rights and obligations, the Sellers shall also have the right to assign and/or transfer corresponding rights under or in connection with this Guarantee to such third party, and the Guarantor hereby gives its irrevocable consent in advance for such aSSignment For the avoidance of doubt, It Is explicitly agreed that such transfer may include a transfer of the right to invoke any right andlor make any claim against the Guarantor under this SPA.

8. The Guarantor represents and warrants to Sellers that each of the guarantor warranties, as attached as annex 1 to this Guarantee, were, are and will be true and accurate on the date of this SPA and at Completion.

9. This Guarantee shall be governed by and construed in accordance with the laws of the Netherlands.

10. Except as otherwise provided in this Guarantee, all disputes arising out of or in connection with this Guarantee shall in first instance be exclusively submitted to the competent courts in Amsterdam.

/s/ ROBERT L. WAGMAN	/s/ JOHN S. QUINN
LKQ CORPORATION	LKQ CORPORATION
By: Robert L. Wagman	By: John S. Quinn
Position: CEO	Position: CFO
Place: Chicago	Place: Chicago
Date: April 23, 2013	Date: April 23, 2013

ANNEX 1 GUARANTOR WARRANTIES

1. The Guarantor has been duly incorporated and validly exists under the laws of its jurisdiction and has the necessary corporate capacity and power to enter into this Guarantee and to perform its obligations under the SPA.

2. All corporate and (where applicable) other action required to be taken by the Guarantor to authorise the execution and performance of this Guarantee has been duly taken.

3. As far as the Guarantor is aware, no notices, reports or filings are required to be made by the Guarantor in connection with this Guarantee and no consents, approvals, registrations. authorisations or permits are required to be obtained by the Guarantor In connection with the execution and performance of its obligations under the SPA.

4. The Guarantee and the SPA comprises obligations that are legal, valid and binding on the Guarantor and enforceable by the Sellers against the Guarantor in accordance with the terms thereof.

5. The execution, delivery, performance and consummation by the Guarantor of the Guarantee and the SPA do not and shall not: (i) violate or conflict with a provision of law applicable to the Guarantor, (Ii) require any consent or approval of, or filing with or notice to, a governmental authority under any provision of law applicable to the Guarantor or (iii) violate a provision of the organisational documents of the Guarantor.

SECRETARY CERTIFICATE

The undersigned Secretary of LKQ Corporation, a Delaware corporation (the "Company"), hereby certifies that (a) Robert L. Wagman is the duly elected President and Chief Executive Officer of the Company and is duly authorized to execute and deliver binding agreements on behalf of the Company, and (b) John S. Quinn is the duly elected Executive Vice President and Chief Financial Officer of the Company and is duly authorized to execute and deliver binding agreements on behalf of the Company.

Dated: April 23, 2013

/s/ VICTOR M. CASINI

Victor M. Casini

Schedule 6.6.7

Form of Assignment Agreement

1

Agreed Form 22 April 2013

ASSIGNMENT AGREEMENT

THE UNDERSIGNED:

A. H2 SATOR B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with its registered seat in Amsterdam, the Netherlands, registered with the trade register of the Chamber of Commerce in the Netherlands under number 34341144 ("Seller A"); and

B. COOPERATIEVE H2 SATOR U.A., a cooperative with excluded liability (Cooper­ atie U.A.), incorporated under the laws of the Netherlands with its registered seat in Amsterdam, the Netherlands, registered with the trade register of the Chamber of Commerce in the Netherlands under number 34373652 ("Seller B"); and

C. HOLDING SATOR MANAGEMENT B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands with its registered seat in Schiedam, the Netherlands, registered with the trade register of the Chamber of Commerce in the Nether­ lands under number 24481004 ("Seller C"); and

D. STICHTING CARCARE, a foundation (stichting) established under the laws of the Netherlands, with its registered seat in Amsterdam, registered with the trade register of the Chamber of Commerce under number 57740836 (the "Founda­ tion"); and

E. LKQ NETHERLANDS B.V., a private company with limited liability (besloten ven­ nootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands with its registered seat in Schiedam, the Netherlands, registered with the trade register of the Chamber of Commerce in the Netherlands under number 57731306 (the "Purchaser").

Seller A, Seller B and Seller C hereafter collectively referred to as the "Sellers"; the

Sellers, the Foundation and Purchaser hereafter jointly referred to as the "Parties", and each individually as a "Party".

RECITALS:

1

Agreed Form 22 April 2013

A. The Sellers and the Purchaser have, on [22] April 2013, entered into a sale and purchase agreement regarding the sale and transfer of all issued and outstand­ing shares in the share capital of Sator Beheer B.V., a private company with lim­ited liability (besloten vennootschap met beperkte aansprakelijkheid) incorpo­rated under the laws of the Netherlands with its registered seat in Amsterdam, the Netherlands, registered with the trade register of the Chamber of Commerce in the Netherlands under number 34341147 (the "SPA").

B. The Sellers wish to assign and transfer to the Foundation certain of their rights and obligations under the SPA, the Foundation wishes to accept such assign­ment, and the Purchaser wishes to acknowledge and consent to such assign­ment. The Parties wish to lay down their agreement with regard hereto in writing in this agreement (the "Assignment Agreement").

IT IS HEREBY AGREED AS FOLLOWS:

1. INTERPRETATION

Unless explicitly specified otherwise herein: (i) capitalized words and expressions used in this Assignment Agreement shall have the meaning attributed to them in the SPA and (ii) the rules of interpretation and drafting as set out in the SPA shall apply to this Assignment Agreement.

2. NIPPARTS CLAIM

2.1. The Sellers hereby assign and transfer to the Foundation, and the Foundation hereby accepts, all rights and obligations of the Sellers in relation to the Nipparts Claim (as set out in detail in Clause 6.6 of the SPA), by way of assignment (con­tractsoverneming) as meant in section 6:159 of the Dutch Civil Code. The rights and obligations hereby assigned and transferred to the Foundation explicitly in­clude, but are not limited to:

a. the right to receive the Nipparts Claim Proceeds;

b. the right to conduct the litigation and negotiations related to the Nipparts Claim, where applicable under power of attorney from the relevant Group Companies;

c. the obligation to indemnify and compensate the Group for the net third party costs (after Tax) of the litigation related to the Nipparts Claim, including the

2

Agreed Form 22 April 2013

right to negotiate and reach agreement with the Purchaser on the (calcula­tion of the) relevant amounts; and

d. the right to assign and transfer the Foundation's rights and obligations in connection with the Nipparts Claim (as set out in this clause 2.1 and Clause 6.6 of the SPA) to an entity designated by the Foundation.

2.2. The Purchaser hereby unconditionally and irrevocably acknowledges and agrees to the assignment set out in clause 2.1.

2.3. It is agreed that following the execution of this Assignment Agreement, the Sel­lers shall no longer have any rights and obligations in respect of the Nipparts Claim, unless the Foundation is in breach of its obligation to indemnify and com­pensate the Group for the net third party costs (after Tax) of the litigation related to the Nipparts Claim, in which event the Purchaser may demand such costs from Sellers (and, for the avoidance of doubt, the Sellers' rights in relation to the determination of such costs shall revive).

2.4. The Sellers and the Foundation will, where required, between themselves enter into further arrangements to provide for their respective entitlement to any Nip­ parts Claim Proceeds to be received by the Foundation and the funding required to allow the Foundation to comply with its obligations towards the Purchaser.

3. ESCROW ARRANGEMENTS

3.1. The Sellers hereby assign and transfer to the Foundation, and the Foundation hereby accepts, the obligation of the Sellers to provide the Purchaser with the Escrow Agreement and the Tax Escrow Agreement as set out in Clause 13 of the SPA, by way of assignment (contractsoverneming) as meant in section 6:159 of the Dutch Civil Code. The rights and obligations hereby assigned and transferred to the Foundation explicitly include, but are not limited to:

a. the obligation to enter into, and provide the Purchaser with, the Escrow

Agreement and the Tax Escrow Agreement on Completion; and

b. the right to receive the balance of the Escrow Amount and the Tax Escrow Amount (if any) following the termination date of the Escrow Agreement and the Tax Escrow Agreement as stipulated in these agreements.

3.2. The Purchaser hereby unconditionally and irrevocably acknowledges and agrees to the assignment set out in clause 3.1.

3.3. It is agreed that following the execution of this Assignment Agreement, the Sel­-

lers shall no longer have any rights and obligations towards the Purchaser in

3

Agreed Form 22 April 2013

respect of the Escrow Agreement and the Tax Escrow Agreement, unless the Foundation is in breach of its obligations to provide the Purchaser with the Escrow Agreement and/or the Tax Escrow Agreement, in which event the Purchaser may demand the Sellers to provide the Escrow Agreement and/or the Tax Escrow Agreement.

3.4. The Sellers and the Foundation will, where required, between themselves enter into further arrangements to provide for their respective entitlement to amounts released from the Escrow Agreement and/or the Tax Escrow Agreement to be received by the Foundation and the funding required to allow the Foundation to provide the Purchaser with the Escrow Agreement and the Tax Escrow Agreement at Completion.

4. RIGHTS AND DEFENCES

4.1. LKQ shall have the same rights and defences against the Assignee as it had against Assignors under the SPA. Similarly, the Assignee shall have the same rights and defences against LKQ as Assignors had against LKQ under the SPA. The Assignee may exercise and rely on those rights and defences on its own be­ half.

4.2. Each Seller hereby irrevocably authorises the Foundation to act on its behalf in relation to any act, matter or thing required or permitted by the terms of the SPA in connection with (i) a breach of any of the Sellers' Warranties, (ii) any matter covered under the Tax covenant (Clause 8 of the SPA), and (iii) any matter co­vered under the Lasaulec pension indemnity (Clause 9 of the SPA). This inclu­des, but is not limited to, the right:

a. to give and receive payments and documents;

b. to give and receive notices; and

c. to give any approval or exercise any discretion.

4.2.2. In this respect, each Seller furthermore acknowledges that the Purchaser is en­ titled to treat any act, matter or thing done by the Foundation as binding on all Sellers, and that the Purchaser may discharge any obligation under the SPA to give any payment, document, notice or other thing to the Sellers by giving it to the Foundation.

5. MISCELLANEOUS

5.1. Documents

4

Agreed Form 22 April 2013

Upon request by the Foundation, each of the other Parties shall without delay make available to the Foundation any document that is or may be of relevance to any of the rights and obligations transferred under this Assignment Agreement.

5.2. Amendment

Any amendment or variation of this Agreement is not valid unless it is agreed be­ tween all Parties in writing. Each Party waives its right to seek amendment of this Agreement in court or in any other manner.

5.3. Partial invalidity

If any provision of this Assignment Agreement is or becomes invalid or non­ binding, the Parties shall remain bound by all other provisions hereof. In that event, the Parties shall replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of such provision and this Assignment Agreement.

5.4. No rescission I nullification

Each Party hereby waives the right:

a. to rescind (ontbinden), nullify (vernietigen) or otherwise terminate or amend this Assignment Agreement in whole or in part by way of an out-of-court dec­laration (buitengerechtelijke verklaring) or in any other manner; and/or

b. to seek the rescission (ontbinding) or nullification (vernietiging) or amend-­

ment in whole or in part of this Assignment Agreement in court.

5.5. Counterparts

This Assignment Agreement may be entered into by a Party by way of executing a separate counterpart, but it shall not be effective until each Party has executed at least one counterpart. Each counterpart, when executed, shall constitute an original, and all the counterparts shall together constitute one and the same in­strument.

6. GOVERNING LAW AND DISPUTE SETTLEMENT

6.1.This Assignment Agreement shall be governed by and construed in accordance with the laws of the Netherlands.

5

Agreed Form 22 April 2013

6.2. Except as otherwise provided in this Assignment Agreement, all disputes arising out of or in connection with this Assignment Agreement shall in first instance be exclusively submitted to the competent courts in Amsterdam.

- Signature page follows -

6

Agreed Form 22 April 2013

IN WITNESS WHEREOF, AGREED UPON AND SIGNED IN COUNTERPARTS BY:

H2 SATOR B.V.	COOPERATIEVE H2 SATOR U.A.
By:	By:
Function:	Function:
Date:	Date:
Place:	Place:
HOLDING SATOR MANAGEMENT B.V.	HOLDING SATOR MANAGEMENT B.V.
By:	By:
Function:	Function:
Date:	Date:
Place:	Place:
STICHTING CARCARE	LKQ NETHERLANDS B.V.
By:	By:
Function:	Function:
Date:	Date:
Place:	Place:

7

Schedule 6.7

Purchase Programme Nipparts

AMENDED AND RESTATED

DISTRIBUTION AGREEMENT

NIPPARTS

CONTENTS
1.	Definitions		2
2.	Purpose of the agreement..	Fout! Bladwijzer ntet gedefinieerd.
3.	Grant of rights		3
4.	Supply and purchase products		3
5.	Product prices		4
6.	Orders and delivery		4
7.	Term and termination		4
8.	Confidentiality		5
9.	Warranties		6
10.	Miscellaneous		6
11.	Governing law and jurisdiction		7

ANNEX A Nipparts Products

THIS AMENDED AND RESTATED DISTRIBUTION AGREEMENT ("AGREEMENT') IS MADE

ON _______________ BETWEEN:

I. UNIPART AUTOMOTIVE LTD, a private company incorporated under the laws of England with its registered seat in Birmingham, in England;

II. NIPPARTS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands with its registered seat in Amsterdam, the Netherlands;

III. SATOR HOLDING B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of The Netherlands with its registered seat in Amsterdam, the Netherlands ("Sator")

The party under I will be referred to as "Unipart". The parties II and III will be jointly referred toas "Nipparts". All parties will be jOintly referred to as "Parties" and individually as a "Party".

RECITALS:

A. This Agreement supersedes all agreements made between the Parties in relation to this matter, including the distribution agreement between Parties dated 10 April 2013.

B. Unipart is a distributor in the United Kingdom and Ireland in the area of car parts and workshop consumables.

c. Nlpparts is part of the group of Sator (the "Sator Group"), a wholesale distributor of automotive parts and light garage tools for the independent aftermarket in the Benelux and Northern France.

D. Unipart purchases certain Nipparts Products (as defined below) from Nipparts and distributes, markets and sells these Njpparts Products in the United Kingdom and Ireland. products are automotive spare parts, mainly for Asian car brands

E. Unipart and Nipparts wish to confirm their present business relationship and to formalise it in writing. The Parties therefore enter into this Agreement.

IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS

1.1. In this Agreement, save where explicitly provided otherwise, capitalised words and expressions have the following meanings:

Affiliates an "Affiliate" of any person means any other person who, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person; and for these purposes "controlling person" means any person who controls any other person; "control" (Including the terms "controlling", "controlled by" and "under common control with") means the possession, direct or Indirect, of the power to direct or cause the direction of the management, policies or activities of a person whether through the ownership of securities, by contract or agency or otherwise; and for these purposes the term "person" is deemed to Include a company and a partnership; for the avoidance of doubt, "Affiliate" includes shareholders having an interest of at least 50%, subsidiaries (dochtarmaatschappijen)and group companies (groepsmaatschappijen)    within the meaning of Sections 2:24a and 2:24b respectively of the Dutch Civil Code.

Agreement means this distribution agreement and the Annexes thereto.

Annex means annex to this Agreement.

Landing Costs means any and all costs relating to the transfer of the products to its place of delivery, Including without limitation costs relating to loading, transport, unloading and handling, taxes, duties, insurance costs.

Nipparts Products means any and all existing and future products of Nipparts, including without limitation the products specified in Annex A.

Person means any legal person or natural person.

1.2. In this Agreement the Annexes and any other attachments thereto form an integral part of this Agreement and shall have the same force and effect as if expressly    set out in the body of this Agreement and a reference to this Agreement includes the Annexes and any other attachments to this Agreement.

2. GRANT OF RIGHTS

2.1. Nipparts hereby grants to Unipart the' right to market and distribute the Nipparts Products in the United Kingdom and Ireland during the term of this Agreement.

2.2. Unipart will sell the Nipparts Products in the United Kingdom and Ireland to third parties in its own name and for its own account and risk. Unlpart shall not act as an agent of Nipparts for any agreement. AU customer relations, complaints and other dealings relating to the sale of Nipparts Products by Unipart shall be handled solely by Unipart.

2.3. Neither of the Parties shall have the right or authority to act in the name of, or to bind, the other Party in any way whatsoever or to extend any warranty or make any representation on behalf of that other Party. The Parties shall be solely responsible for their obligations and liabilities to third parties.

3. SUPPLY AND PURCHASE PRODUCTS

3.1. Nipparts agrees to sell Nipparts Products to Unipart on an individual order basis pursuant to the terms of this Agreement, which General Terms and Conditions of Sale will apply to all offers, order confirmations, supplies and deliveries of Nipparts Products by Nipparts to Unipart.

3.2. Nipparts will not appoint any new distributors for the UK market through April 30, 2014.

3.3. In the event of conflicts between the provisions in the Agreement and in the General Terms and Conditions of Purchase of Unipart, the provisions in the Agreement will prevail.

3.4. Unipart will control the stock profiles for Nipparts products. Stock cleanses will only be for excess stock or for parts which haven't sold during the previous twelve months. Nipparts will accept a stock cleanse on a yearly basis. The stock cleanse is subject to a 5% handling fee of the original cost price of the product.

4. PRODUCTPRICES

4.1. The purchase prices of the Nipparts Products payable by Unipart to Nipparts, will amount to the purchase price (inkoopprijs) paid by Nipparts to its supplier increased with Landing Costs and a mark up of 14% to cover picking cost. a net profit margin and product warranty. Prices are reviewed on a quarterly basis according to exchange rate differences and increased purchase prices from the suppliers. Joint suppliers will act as bench mark for the reviewed prices.

4.2. The payment term is 30 days after invoice date.

5. ORDERSAND DELIVERY

5.1. Unipart shall provide Nipparts on an ongoing basis with rolling forecasts of its requirements    of Nipparts Products for a period of three months. This rolling forecast is not binding.

5.2. Unipart will place weekly written orders and Nipparts will supply Unipart on a weekly basis for a single shipment

5.3. Nipparts will accept the weekly orders placed by Unipart and will prepare them for shipment within 48 hours. Unipart is responsible for shipment and shipment costs.

6. TERM AND TERMINATION

6.1. This Agreement shall be effective as of the date of this Agreement, and shall be in effect for a

period of three years. Unless the Agreement is terminated by either Party taking into account a notice period of six (6) months prior to the end of this initial period, the Agreement shall be automatically extended with further consecutive one (1) year periods.

6.2. Neither Party shall be entitled to claim the cancellation or early termination of this Agreement except, by written notice having immediate effect, for the following causes:

(I) if the other Party enters into suspension of payments, bankruptcy or dissolution or liquidation;

(ii) in connection with a breach of clause 4.2 of this Agreement;

(iii) with the exception for a breach of clause 4.2 of this Agreement, if the other Party is in material breach of this Agreement for a period exceeding thirty (30) days and fails to remedy such breach within thirty (30) days of receipt of written notice from the Party asserting the breach and requesting its remedy.

6.3. Notwithstanding termination of this Agreement, clauses 7 and 8 shall be binding upon the Parties.

7. CONFIDENTIALITY

7.1. Subject to clause 7.2, none of the Parties shall provide any information that has been marked confidential or of which a person reasonably understands that it is of a confidential nature ("Confidential Information") of the Party to third parties or make any public announcement or ptherwise distribute information concerning the subject matter of this Agreement without the prior written consent of the other Party to this Agreement.

7.2. Each of the Parties may disclose Confidential Information of the other Party which would otherwise be subject to the confidentiality obligations set forth in clause 7 to the extent:

(i) required by the law of any relevant jurisdiction (including but not limited to the compliance with statutory requirements, listing rules or other regulations);

(ii) such Confidential Information is in or comes into the public domain other than as a result of a breach of any undertaking or duty of confidentiality by that Party;

(iii) such Confidential Information is disclosed to advisors involved in any litigation conducted by that Party in relation to the transactions contemplated by this Agreement;

(iv) the other Party has given prior written approval to the disclosure; or

(v) such Confidential Information was lawfully in that Party's possession before the date of disclosure;

and in respect of clauses 7.2. (i) and 7.2.(v), subject to the prior notification of the other Party and the obligation to take all reasonably possible measures to prevent or limit the damages the other Party may suffer from the disclosure of such Confidential Information, including but not limited to consultation on the form, content and timing of such disclosure.

8. WARRANTIES

8.1. The Parties warrant that that they have the right to enter Into this Agreement.

8.2. Sator guarantees to Unipart that Nipparts shall comply with all its obligations under this Agreement.

9. MISCELLANEOUS

9.1. All communications, notices and disclosures required or permitted by this Agreement shall be in writing and shall be sent by registered mail, by courier, by facsimile transmission or bye-mail to the following addresses unless and until a Party notifies the other Party in accordance with this clause 9.1 of another address.

If to Unipart:	If to Nipparts:
UNIPART AUTOMOTIVE LIMITED 2100 The Crescent Solihull Parkway Birmingham B377YE England	Nipparts B.V. 's-Gravelandseweg 379 3125BJ Schiedam The Netherlands
Attn: the Board	Attn: the Board
Fax:	Fax: 0031-10-4370671
e-mail:	e-mail: sec@satorholding.com
If to Sator:
Sator Holding B.V. 's-Gravelandseweg 379 3125BJ Schiedam The Netherlands
Attn: the Board
Fax: 0031-10-4370671
e-mail: sec@satorholding.com

9.2. The rights and obligations of a Party under this Agreement cannot be assigned or transferred except with the prior written approval of the other Party, which consent shall not be unreasonably withheld.

9.3. Unless provided otherwise in this Agreement, the Parties shall each pay their own costs, charges and expenses In relation to this Agreement.

9.4. This Agreement constitutes the entire agreement and understanding of the Parties With respect to its subject matter and replaces and supersedes all prior agreements, arrangements, undertakings or statements regarding such subject matter. The rights and remedies expressly conferred by the Agreement are cumulative and additional to any other rights or remedies a Party may have under applicable law.

9.5. Any variation of this Agreement is not valid unless and until it is in writing and has been signed by or on behalf of the Parties.

9.6. If a provision of this Agreement is or becomes invalid or non-binding, the Parties shall remain bound to the remaining provisions. In that event, the Parties shall replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

9.7. A single or partial exercise of any right or remedy under this Agreement by a Party shall not preclude any other or further exercise of that right or remedy or the exercise of any other right or remedy. A waiver of any breach of this Agreement by a Party shall not be deemed to be a waiver of any subsequent breach.

10. GOVERNING LAW AND JURISDICTION

10.1. This Agreement is governed by and shall be construed in accordance with the laws of the Netherlands.

10.2. Any dispute arising out of or in connection with this Agreement shall be submitted exclusively to the competent courts in Amsterdam, the Netherlands, notwithstanding the right of appeal.

(signature page follows)

IN WITNESS WHEREOF, AGREED UPON AND SIGNED IN FIVE (5) COUNTERPARTS BY:

Unipart Automotive Ltd
By:
Position:
Nipparts B.V.
By: Sator Holding B.V.	By: Sator Holding B.V.
By: Marc Titus Welling	By: Johannes Petrus Kruijer
Position: Director	Position: Director
Sator Holding B.V.
By: Marc Titus Welling	By: Johannes Petrus Kruijer
Position: Director	Position: Director

DISTRIBUTION AGREEMENT

NIPPARTS

CONTENTS
1.	Definitions	1
2.	Purpose of the agreement..	3
3.	Grant of rights	3
4.	Supply and purchase products	3
5.	Product prices	4
6.	Orders and delivery	4
7.	Term and termination	4
8.	Confidentiality	5
9.	Warranties	6
10.	Miscellaneous	6
11.	Governing law and jurisdiction	7

ANNEX A Nlpparts Products

THIS AGREEMENT ("AGREEMENT") IS MADE ON ______________ BETWEEN:

I. UNIPART AUTOMOTIVE LTD, a private company incorporated under the laws of England with Its registered seat In Birmingham, In England;

II. NIPPARTS B.V., a private company with limited liability (basloten vennootschap met beperkte aansprakelijkhaid), incorporated under the laws of the Netherlands with its registered seat In Amsterdam, the Netherlands;

III. SATOR HOLDING B,V., a private company with limIted liability (basloten vennootschap met beperkte aansprakelijkhaid), incorporated under the laws of The Netherlands with its registered seat In Amsterdam, the Netherlands ("Sator")

The party under I will be referred to as "Unlpart", The parties II and III will be jointly referred to as "Nipparts", All parties will be jointly referred to as "Partles" and Individually as a "Party",

RECITALS:

A. Unipart is a distributor In the United Kingdom and Ireland In the area of car parts and workshop consumables.

B. Nlpperts is part of. the group of Sator (the "Sator Group"), a wholesale distributor of automotive parts and light garage tools for the Independent aftermarket in the Benelux and Northern France.

C. Unipart purchases certain Nipparts Produots (as defined below) from Nlpparts and distributes, markets and sells these Nipparts Products In the United Kingdom and Ireland. products are automotive spare parts, mainly for Asian car brands

D. Unlpart and Nlpparts wish to confirm their present business relationship and to formalise It In writing. The Parties therefore enter Into this Agreement.

IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS

1.1. In this Agreement, save where explicitly provided otherwise, capitalised words and expressions have the following meanings:

Affiliates an "Affiliate" of any person means any other person who, directly or Indirectly, through one or more Intermediaries. controls, or is controlled by, or Is under common control with, such person; and for these purposes "controlling person" means any person who controls any other person; "control" (including the terms "controlling", "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management, policies or activities of a person whether through the ownership of securities, by contract or agency or otherwise; and for these purposes the term "person"is deemed to include a company and a partnership; for the

avoidance of doubt, "Affiliate" includes shareholders having an Interest of at least 50%, subsidiaries (dochtermaatschappijen) and group companies (groepsmaatsohappijen) within the meaning of Sections 2:24a and 2:24b respectively of the Dutch Civil Code.

Agreement means this distribution agreement and the Annexes thereto.

Annex means annex to this Agreement.

Landing Costs means any and all costs relating to the transfer of the products to its place of delivery, Including without limitation costs relating to loading, transport, unloading and handling, taxes, duties, Insurance costs.

Nipparts Products means any and all existing and future products of Nipparts. Including without limitation the products specified In Annex A.

Person means any legal person or natural person.

1.2. In this Agreement the Annexes and any other attachments thereto form an Integral part of this Agreement and shall have the same force and effect as if expressly set out In the body of this Agreement and a reference to this Agreement includes the Annexes and any other attachments to this Agreement.

2. PURPOSE OF THE AGREEMENT

The purpose of the Agreement is to confirm the present business relationship between the Parties and the commercial terms and conditions relating thereto and to formalize this in writing. Nipparts will provide Unipart with at least the same level of care and diligence with which the services were provided by Nipparts to Unipart prior to the date of this Agreement.

3. GRANT OF RIGHTS

3.1. Nipparts hereby grants to Unipart the right to market and distribute the Nipparts Products in the United Kingdom and Ireland during the term of this Agreement.

3.2. Unipart will sell the Nipparts Products in the United Kingdom and Ireland to third parties in its own name and for its own account and risk. Unipart shall not act as an agent of Nipparts for any agreement. All customer relations, complaints and other dealings relating to the sale of Nipparts Products by Unipart shall be handled solely by Unipart.

3.3. Neither of the Parties shall have the right or authority to act in the name of, or to bind, the other Party in any way whatsoever or to extend any warranty or make any representation on behalf of that other Party. The Parties shall be solely responsible for their obligations and liabilities to third parties.

4. SUPPLY AND PURCHASE PRODUCTS

4.1. Nipparts agrees to sell Nipparts Products to Unlpart on an Individual order basis pursuant to the terms of this Agreement, which General Terms and Conditions of Sale will apply to all offers, order confirmations, supplies and deliveries of Nipparts Products by Nipparts to Unipart.

4.2. Nipparts will not appoint any new distributors for the UK market during the term of this agreement, unless the yearly determined turnover objectives are not achieved by Unipart; 2013 : € 750.000 / 2014: € 1.200.000 /2015: 1.600.000

4.3. In the event of conflicts between the provisions in the Agreement and in the General Terms and CondItIons of Purchase of Unipart, the provisions in the Agreement will prevail.

4.4. Unipart will control the stock profiles for Nipparts products. Stock cleanses will only be for excess stock or for parts which haven't sold during the previous twelve months. Nipparts will accept a stock cleanse on a yearly basis. The stock cleanse is subject to a 5% handling fee of the original cost price of the product. The stock cleanse value Is deducted from the yearly turnover objects as set in § 4.2

5. PRODUCT PRICES

5.1. The purchase prices of the Nipparts Products payable by Unipart to Nipparts, will amount to the purchase price (inkoopprijs) paid by Nipparts to its supplier increased with Landing Costs and a mark up of 14% to cover picking cost, a net profit margin and product warranty. Prices are reviewed on a quarterly basis according to exchange rate differences and increased purchase prices from the suppliers. Joint suppliers will act as bench mark for the reviewed prices.

5.2. The payment term is 30 days after invoice date.

6. ORDERS AND DELIVERY

6.1. Unipart shall provide Nipparts on an ongoing basis with rolling forecasts of Its requirements of Nipparts Products for a period of three months. This roiling forecast Is not binding.

6.2. Unipart will place weekly written orders and Nipparts will supply Unipart on a weekly basis for a single shipment

6.3. Nipparts will accept the weekly orders placed by Unipart and will prepare them for shipment within 48 hours. Unipart is responsible for shipment and shipment costs.

7. TERM AND TERMINATION

7.1. This Agreement shall be effective as of the date of thIs Agreement, and shall be In effect for a period of three years. Unless the Agreement Is terminated by either Party taking Into account a notice period of six (6) months prior to the end of the Initial Period, the Agreement shall be automatically extended with further consecutive three (3) years periods.

7.2. Neither Party shall be entitled to claim the cancellation or early termination of this Agreement except, by written notice having immediate effect, for the following causes:

(I) If the other Party enters Into suspension of payments, bankruptcy or dissolution or liquidation; or

(iI) If the other Party is In material breach of this Agreement for a period exceeding thirty (30) days and fails to remedy such breach within thirty (30) days of receipt of written notice from the Party asserting the breach and requesting its remedy.

7.3. Notwithstanding termination of this Agreement, clauses Band 9 shall be binding upon the Parties.

8. CONFIDENTIALITY

8.1. Subject to clause B.2, none of the Parties shall provide any Information that has been

marked confidential or of which a person reasonably understands that it is of a confidential nature ("Confidential Information") of the Party to third parties or make any public announcement or otherwise distribute information concerning the subject matter of this Agreement without the prior written consent of the other Party to this Agreement.

8.2. Each of the Parties may disclose Confidential Information of the other Party which would otherwise be subject to the confidentiality obligations set forth in olause 8 to the extent:

(I) required by the law of any relevant jurisdiction (including but not limited to the compliance with statutory requlrernents, listing rules or other regulations);

(li) such Confidential Information is in or comes into the public domain other than as a result of a breach of any undertaking or duty of confidentiality by that Party;

(iii) such Confidential Information is disclosed to advisors lnvolved in any litigation    conducted by that Party In relation to the transactions contemplated by this Agreement;

(Iv) the other Party has given prior written approval to the disclosure; or

(v) such Confidential Information was lawfully in" that Party's possession before the date of disclosure;

and in respect of clauses 8.2. (i) and 8.2.(v}, subject to the prior notification of the other Party and the obligation to take all reasonably possible measures to prevent or limit the damages the other Party may suffer from the disclosure of such Confidential Information, Including but not limited to consultation on the form, oontent and timing of such disclosure.

9. WARRANTIES

9.1. The Parties warrant that that they have the right to enter into this Agreement.

9.2. Sator guarantees to Unipart that Nipparts shall comply with all Its obligations under this Agreement.

10. MISCELLANEOUS

10.1. All communications, notices and disclosures required or permitted by this Agreement shall be In writing and shall be sent by registered mail, by courier, by facsimile transmission or bye-mail to the following addresses unless and until a Party notifies the other Party In accordance with this clause 10.1 of another address.

If to Unipart:	If to Nipparts:
UNIPART AUTOMOTIVE LIMITED 2100 The Crescent Solihull Parkway Birmingham B377YE England	Nipparts B.V. 's-Gravelandseweg 379 3125BJ Schiedam The Netherlands
Attn:	Attn: the Board
Fax:	Fax: 0031-10-4370671
e-mail:	e-mail: sec@satorholding.com
If to Sator:
Sator Holding B.V. 's-Gravelandseweg 379 3125BJ Schiedam The Netherlands
Attn: the Board
Fax: 0031-10-4370671
e-mail: sec@satorholding.com

10.2. The rights and obligations of a Party under this Agreement cannot be assigned or transferred    except with the prior written approval of the other Party, which consent shall not be unreasonably withheld.

10.3. Unless provided otherwise in this Agreement, the Parties shall each pay their own costs, charges and expenses In relation to this Agreement.

10.4. This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, undertakings or statements regarding such subject matter. The rights and remedies expressly conferred by the Agreement are cumulative and additional to any other rights or remedies a Party may have under applicable law,

10.5. Any variation of this Agreement is not valid unless and until it is In writing and has been signed by or on behalf of the Parties.

10.6. If a provision of this Agreement is or becomes invalid or non-binding, the Parties shall remain bound to the remaining provisions, In that event, the Parties shall replace the invalid or non-binding provision by provisIons that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provIsion, given the contents and purpose of this Agreement.

10.7. A single or partial exercise of any right or remedy under this Agreement by a Party shall not preclude any other or further exercise of that right or remedy or the exercise of any other right or remedy. A waiver of any breach of this Agreement by a Party shall not be deemed to be a waiver of any subsequent breach.

11. GOVERNING LAW AND JURISDICTION

11.1. ThIs Agreement Is governed by and shall be construed in accordance with the laws of the Netherlands,

11.2. Any dispute arising out of or in connection with this Agreement shall be submitted exclusively to the competent courts in Amsterdam, the Netherlands, notwIthstanding the right of appeal.

(signature pagefollows)

IN WITNESS WHEREOF, AGREED UPON AND SIGNED IN FIVE (6) COUNTERPARTS

BY:

Unipart Automotive Ltd
/s/ G. CROKER 10/04
By: Gary Croker
Position: Director
Nipparts B.V.
/s/ MARCUS TITUS WELLING	/s/ JOHANNES PETRUS KRUIJER
By: Sator Holding B.V.	By: Sator Holding B.V.
By: Marc Titus Welling	By: Johannes Petrus Kruijer
Position: Director	Position: Director
Sator Holding B.V.
/s/ MARCUS TITUS WELLING	/s/ JOHANNES PETRUS KRUIJER
By: Marc Titus Welling	By: Johannes Petrus Kruijer
Position: Director	Position: Director

Schedule 7.2

Sellers' Warranties

Execution version

SCHEDULE 7.2 SELLERS' WARRANTIES

1. Group Companies I Corporate

1.1. The Group Companies have been duly incorporated and validly exist under the Laws of their respective jurisdictions.

1.2. No Group Company has been dissolved or is involved in any procedure for division. No resolution or decision been adopted, petition submitted or proceedings initiated to such effect.

1.3. No Group Company has been declared bankrupt or insolvent or granted a moratorium of payments, nor are there any petitions, proceedings, notices or requests to this effect. No attachment has been levied on, and no receiver has been appointed in relation to, any of the Group Company's properties, assets or enterprise.

1.4. Except as set out in the Disclosed Information, the entire issued and outstanding share capital of all Subsidiaries is held directly or indirectly by the Company.

1.5. The total issued and outstanding share capital of each Subsidiary is legally and beneficially owned by a Group Company and have all been duly issued, placed and fully paid-up and are free from Encumbrances.

1.6. No person has the right (whether exercisable now or in the future and whether contingent or not) to call for the conversion, issue, registration, sale or transfer, amortisation or repayment of the share capital or any other security giving rise to a right over, or an interest in, the capital of any Group Company under any option, agreement or other arrangement (including conversion rights and rights of pre-emption).

1.7. No depositary receipts have been issued with respect to any of the shares in the capital of any Subsidiary, nor do any third parties have any other type of beneficial interest in or relating thereto.

1.8. Except as set out in the Disclosed Information, no Group Company has any participation, equity interest, or other securities in any legal entity other than another Group Company, or is party to any joint venture, partnership or other corporation, whether incorporated or unincorporated, or is party to any other arrangement in relation to the sharing of income, profits, losses or expenses.

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1.9. None of the Group Companies are, nor have they agreed to become, the holder or beneficial owner of any class of any shares, debentures or other securities of any legal entity anywhere in the world.

1.10. The copies of the articles of association and other constitutional and corporate documents as set out in the Disclosed Information are, in all respects, true, accurate, complete and not misleading, and the Group Companies have at all times acted in accordance with such documents. No resolutions have been made by any corporate body to amend any of the constitutional and corporate documents of any of the Group Companies.

1.11. The shareholders register ("aandeelhoudersregister") or similar documents of the Group Companies correctly and completely reflect the current and former shareholdings of the Group Companies and all particulars required to be entered in such register in all material respects.

1.12. No shareholder's resolutions or managing board resolutions have been adopted in respect of any Group Company but not yet carried out or put into effect. In particular, any and all dividends or distributions declared have been made or paid in accordance with the relevant articles of association and applicable statutory provisions.

2. Accounts

2.1. The Accounts:

a. have been prepared in accordance with Dutch generally accepted accounting principles;

b. give a true and fair view of (or, in as far as they have not been audited, fairly represent), the size and composition of the assets and liabilities of the Group and/or the relevant Group Company at the Accounts Date and of the results of the Group and/or the relevant Group Company for the financial period ended on the Accounts Date; and

c. have been prepared applying the accounting policies consistently applied in the financial statements of the relevant Group Company in the previous three (3) financial years.

2.2. No fact, matter or circumstance has occurred which resulted in any change or amendment to any of the Accounts being required pursuant to the method used in preparing the relevant Accounts.

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2.3. The Group Companies have in the past three (3) years duly and timely filed their respective Accounts.

2.4. The corporate and financial records, books of account, minute books, shareholders'    register and other books and records of the Group Companies, whatever the form in which they exist:

a. have always been kept in all material respects in accordance with the statutory provisions and local Law;

b. have always been kept in all material respects in a correct and adequate manner in accordance with sound business practice; and

c. are in the possession of the Group Companies,

and no notice or allegation to the contrary has been received by any Group Company and there is no fact, circumstance or matter on the basis of which such notice or allegation should reasonably be expected.

2.5. All documents that any Group Company was required to file with or deliver to any trade register (or local equivalent) in the past three (3) years have been correctly made up and duly filed and delivered.

3. Events since the Accounts Date

3.1. Since the Accounts Date and up to the Signing Date, the Group Companies have conducted the Business consistent with past practice and in the ordinary course, so as to maintain it as a going concern, including but not limited in relation to the payments of creditors and the collection of debts and the purchase of stock and inventory.

3.2. Since the Accounts Date, and except as set out in the Disclosed Information, the Group Companies have not taken any actions or decisions set out in Clause

4.2.1 (pre-completion covenants).

4. Financing, debtors and creditors, grants and subsidies

4.1. Other than as set out in the Disclosed Information:

a. none of the Group Companies is a party to any overdraft, loan or credit facility; and

b. there are no outstanding interest bearing loans and credits and there is no other interest bearing indebtedness (including money raised by promissory

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note or deb! factoring) nor is there any agreement to enter into such arrangements;

c. no Group Company has any interest bearing debts (whether present or future, and whether in relation to lending money or otherwise) other than debts incurred in the ordinary course of the Business.

4.2. None of the Group Companies have received a notice (whether formal or informal) from any lenders requiring an early repayment of loans or threatening the enforcement by any such lender against any security which it may hold, and, to the knowledge of the Sellers, there are no circumstances likely to give rise to any such notice.

4.3. Except as set out in the Disclosed Information, the Group Companies have not undertaken any action which mayor will constitute an event of default under, or prejudice or negatively affect, any loan facility, overdraft facility, or other financial facility of the Group Companies.

4.4. The Disclosed Information contains a complete and accurate list of all the bank accounts of the Group Companies, including details of the authorised signatories. No third party, not being a Group Company, shares any of the Group Companies' bank accounts.

4.5. The list of debtors in the Disclosed Information correctly sets out the debtors to the Group as at the relevant date of the overview. None of these debts has been released, factored or discounted such that the debtor involved has paid, or will pay, less than the full amount of this debt.

4.6. Except as set out in the Disclosed Information, no Group Company is party to or liable under (whether on a contingent basis or not) any guarantee, indemnity, suretyship, or other similar commitment in relation to any party which is not a Group Company, and no such guarantee, indemnity, suretyship, or other similar commitment given by or for the benefit of a Group Company by a party which is not a Group Company is outstanding.

4.7. Except as set out in the Disclosed Information, no Group Company has created or agreed to create any Encumbrance over any of its properties or assets, nor has any person made any claim to be entitled to any such Encumbrance, other than in the ordinary course of the Business.

4.8. Except as set out in the Disclosed Information, no Group Company has applied for or received, any material grant or subsidy from any Governmental Entity or

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other person. No Group Company is under any obligation to repay any grants or subsidies.

4.9. At 31 March 2013, the total amount borrowed under the Existing Financing Facilities was approximately EUR 47,910,000 (forty-seven million nine hundred and ten thousand euros).

5. Assets

Fixed assets

6. The Group Companies have full title to all the assets and real properties listed in the Annual Accounts, except the assets it has disposed of in the ordinary course of the Business, and none of these owned items are subject to any Encumbrance,    or subject to any lease, option, right of use, a right of any encumbering nature whatsoever, or to any agreement or commitment to give or create any Encumbrance except as set out in the Disclosed Information.

7. The assets owned, licensed, leased or otherwise used by the Group Companies comprise all the assets required for the continuation of its Business as carried on at the Signing Date. All such assets are in the possession or otherwise under the control of the Group Companies.

8. To Sellers' best knowledge, each of the assets owned, held or used by the Group Companies is in good repair and in good condition and has been regularly and properly maintained taking into account normal wear and tear.

9. Other than as set out in the Disclosed Information, the Group Companies:

a. do not use any assets belonging to any of the Sellers or any of their respective Affiliates in the course of the Business;

b. have in the past three (3) years not acquired any assets from any of the Sellers or any of their respective Affiliates; and

c. have in the past three (3) years not sold or transferred any assets used in the course of the Business to any of the Sellers or any of their respective Affiliates.

Inventory

5.5. The inventory ("voorraden") including but not limited to raw material, merchandise, parts, packaging and promotional material have been acquired in the ordinary course of the business of the Group Companies.

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6. Contracts

6.1. To Sellers' best knowledge, all material contracts to which any of the Group Companies is a party:

a. are valid and binding obligations of the parties thereto;

b. the terms thereof have been complied with in all respects by the relevant Group Company and by any other party to such contracts.

6.2. No dispute with a value of more than EUR 125,000 (one hundred twenty five thousand euro) exists in relation to any of the contracts referred to in paragraph 6.1, and no notice has been received by any Group Company stating that any Group Company has been in breach or default of any such contract.

6.3. No written notice of termination or cancellation, or intention to terminate or cancel, has been received by a Group Company in respect of any of the contracts referred to in paragraph 6.1.

6.4. No Group Company is, nor was it in the three (3) years preceding the Signing Date, a party to or liable in respect of any agreement, arrangement or obligation that was not part of the Disclosed Information and that limits the ability of any Group Company to carry on freely any part of its Business.

6.5. There are no outstanding payments owed by a Group Company in connection with the asset sale from Nipparts UK Limited to "Nipparts New" dated March 13, 2007.

6.6. No penalty is owed or due by any Group Companies under the agreement between ABS All Brake Systems B.V. and Sator Holding B.V ..

7. Tax

7.1. The Group Companies have been duly registered for Tax purposes in their country of incorporation.

7.2. Except as set out in the Disclosed Information, no Group Company has any agency, branch office, or other place of business or permanent establishment.

7.3. The Group Companies have in the past three (3) years in all material respects duly and timely filed all Tax returns they were required to file.

7.4. No non-routine investigations or inquiries by any competent Tax Authority are pending, have been announced or, to the best of Sellers' knowledge, are expected with respect to any Group Company.

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7.5. None of the Group Companies is treated for any Tax purpose as resident of a country other than the country of its incorporation.

7.6. Except as set out in the Disclosed Information, in the current financial year and the previous three (3) financial years, none of the Dutch Companies have claimed or have been granted an exemption from Tax in connection with a reorganization or merger.

7.7. To the Sellers' best knowledge, none of the Group Companies have filed a U.S. IRS Form 5471.

7.8. To the Sellers' best knowledge, none of the Group Companies have been requested by any United States person to provide information that would enable that United States person to elect to treat the target as a qualified electing fund.

8. Disputes and litigation

8.1. Except as set out in the Disclosed Information, there are no claims, suits, actions or proceedings pending against, relating to, affecting the Group Companies or initiated by the Group Companies before any court, arbitrator, (semi)governmental department, comrrussron, agency, instrumentality or authority, including a petition for a preliminary hearing of witnesses ("voorlopig getuigenverhoorJl) or a preliminary investigation of experts ("voorlopig deskundigenberichf'), nor are, to the best knowledge of Sellers, any such claims, suits, actions or proceedings threatened against the Group Companies.

8.2. None of the Group Companies are engaged in any criminal investigations, nor are to the best of Sellers' knowledge any such investigations threatened.

8.3. Except as set out in the Disclosed Information, no outstanding, unfulfilled or unsatisfied judgment, decree, order or award by any court, tribunal or arbitrator has been made against, and not been appealed by, any Group Company or any person for which any Group Company may be liable (including but not limited to officers, directors, and employees).

8.4. The Group Companies have conducted their business and corporate affairs in accordance with their articles of association (or the local equivalent) and in all material respects in compliance with all applicable laws and regulations.

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9. Employees

9.1. The Data Room contains a complete overview of the applicable terms and conditions of employment of all the Employees as per the date of that overview, setting out:

a. (redacted) personal details (date of birth);

b. employer;

c. function and department;

d. form of employment (temporary or indefinite time);

e. date of commencement of employment; and

f. basic annual salary.

9.2. No person previously employed or engaged by any Group Company has a right to continued or renewed employment by that Group Company.

9.3. No Employee (it being acknowledged that the Group interim CEO is on a fixed term contract), who may reasonably be deemed a key employee of the Group Companies has given notice terminating his or her employment with the Group Companies.

9.4. None of the Group Companies have taken any action to terminate any of the Employees other than in the ordinary course of business.

9.5. Other than set out in the Disclosed Information, there is no agreement or understanding (contractual or otherwise) between any of the Group Companies and any Employee or ex-employee with respect to their employment, their ceasing to be employed or their retirement which is not included in the written terms of such employment.

9.6. Other than the management fees for H2 Equity Partners and Dryas B.V.lAdriaan Roggeveen, there are no management agreements or understandings (contractual or otherwise) between any of the Group Companies and any of the Sellers or their Affiliates.

9.7. The Group Companies have no temporary employees or seconded employees other than in the ordinary course of business.

9.8. No person, other than the registered managing directors as specified in the Disclosed Information and/or any trade register, is authorised to act for, or to

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bind or to act as agent or attorney, for a Group Company, other than pursuant to limited powers of attorney used in the ordinary course of business.

9.9. The Group Companies have at all times complied in all material respects with all obligations towards the Employees and all labour Laws, employment agreements and applicable collective bargaining agreements.

9.10. There is no stock option scheme in place at any Group Company. There are no other incentive or bonus schemes applicable to the Employees other than the incentive and bonus schemes disclosed in the Disclosed Information. Except as set out in the Disclosed Information, no employee of any Group Company is entitled to any remuneration calculated by reference to sales, turnover, or profits of any Group Company.

9.11. No proposal, assurance or commitment has been communicated to the Employees regarding any change to the terms of employment, working conditions, pensions or benefits and no negotiations related thereto take place, other than at an individual level. No such change will take place as a result of this Agreement or the effectuation of the transactions contemplated herein, and no contracts with Employees contain any change-of-control provisions that would be triggered by the Transaction and would result in any additional right being provided to any such Employee or any additional obligation on any of the Group Companies.

9.12. No Group Company has made any material loan or advance which is still outstanding to any Employee or any person formerly employed by any Group Company.

9.13. No Group Company is involved in any material strike or industrial or trade dispute with any trade union or other body representing Employees. Other than as set out in the Disclosed Information and/or pursuant to applicable collective bargaining agreements (CAO's), no agreements exist between any Group Company and any trade unions or other body representing employees.

9.14. Nipparts Deutschland GmbH has no employees and all claims of former employees have been fully and finally settled.

9.15. To the best of Sellers' knowledge, the Group Company activities are such that the Group Companies do not fall within the scope of (i) the collective bargaining agreement for the Motor Vehicles and Two-wheelers (CAO Metaal en Techniek, Motorvoertuigenen Tweew;elerbedrijf), (ii) the mandatory industry wide pension fund for the metal and technical industry, (iii) the collective bargaining agreement

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for the Technical Wholesale (CAO voor Technische Groothande/) and (iv) the collective bargaining agreement for Road Haulage (CAO voor het Beroepsgoederenvervoer)

9.16. Less than 20% of the employees employed by AP-Logistics B.V. perform road transport activities.

10. Pensions

It is agreed that no knowledge of the Purchaser (and whether such information is contained in the Data Room or otherwise) of a breach of the Sellers' Warranties contained in this paragraph 10 (Pensions) will limit or qualify the right of the Purchaser to make a claim under the Sellers' Warranties contained in this paragraph 10 (Pensions).

10.1. The Disclosed Information sets forth an accurate and complete list of all collective and individual pension, disability and early retirement plans, deferred compensation and similar arrangements maintained or contributed to by any Group Company for the benefit of any Employee or ex-employee or other persons associated with a Group Company.

10.2. To the best of the Sellers' knowledge, all pension arrangement(s) offered to the Employees are and have at all times been in material compliance with all applicable Laws and with the regulations and terms of these pension arrangements.

10.3. No mandatory industry wide pension plans apply to any of the Group Companies.

10.4. There are no back service liabilities in respect of any of the pension arrangements maintained by the Group.

10.5. The Group Companies have fully and timely satisfied their obligations vis-a-vis the Employees and the pension administrator(s) and duly and timely paid all amounts (including contributions, premiums and expenses) payable in accordance with the pension arrangements, or have sufficiently provided for such obligations in the Accounts.

10.6. There are no pending claims or actions (other than routine claims for benefits) in respect of the pension arrangement(s) offered to the Employees, nor, to the Sellers' best knowledge, are any such claims or actions threatened or do any circumstances exist which might give rise to any such claim or action.

10.7. AIl amendments or changes made to the pension plans have, to the extent required by Law, been approved by the employees and works council of the Group.

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11. Insurance

11.1. The Group Companies have concluded the insurance policies set out in the Disclosed Information.

11.2. In relation to each insurance policy taken out by any Group Company, the following applies:

a. the insurance policy is in full force and effect;

b. all premiums payable in the past three (3) years have been duly paid; and

c. to the Sellers' best knowledge, there has been no act or omission that could make any insurance policy void or voidable.

11.3. No Group Company has been refused insurance during the past three (3) years.

11.4. Except as set out in the Disclosed Information, no Group Company have made any claims in a total amount of more than EUR 125,000 (one hundred twenty five thousand euros) during the past three (3) years.

11.5. There are no pending or asserted claims as to which any insurer has denied liability, and there are no claims that have been disallowed or according to the involved insurer have been filed improperly.

12. Real estate

12.1. The Group Companies do not own, are not entitled to, have no right or interest in and are not in occupation of any real estate other than set out in the Disclosed Information,    and the Group Company named as the owner is the legal and beneficial owner of the whole of such real estate and has full title to such real estate, or is the legal and beneficial lessee of such real estate. No Group Company has contractual obligation to purchase or use any other real estate.

12.2. None of the Group Companies own any real property located in the United States.

12.3. Other than set out in the Disclosed Information, the real estate owned by the Group Companies is not subject to any Encumbrances, and no third party has any right of ownership, right of use, option, right of first refusal in relation thereto.

12.4. The real estate owned by the Group Companies is not subject to long lease ("erfpachf'), has neither been sold by any Group Company, nor agreed to be sold by a Group Company, and is not being expropriated ("onteigend") and there is no obligation for the real estate to be offered for sale to the relevant authorities

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pursuant to the Municipalities Preferential Rights Act ("Wet Voorkeursrecht Gemeenten").

12.5. All lease agreements relating to any of the real estate leased by the Group Companies are in full force and effect, and the Group Companies are not in breach of any material obligations under any relevant agreement. No other agreements, whether verbal or in writing, pertaining to the real estate leased exist and no obligations have been assumed by any of the Group Companies. The Group Companies have at all times duly paid the rent payable in relation to the real estate leased.

12.6. There is no dispute or proceeding pending or, to the Sellers' best knowledge threatened, regarding any real estate owned, leased or used by the Group Companies, and to the Sellers' best knowledge there is no fact, circumstance or matter which is likely to give rise to any such claim or proceeding.

12.7. No Group Company is under any obligation to carry out material improvements or repairs of all or part of any real estate leased by the Group Companies, nor has any Group Company received any order or instruction with respect to any such improvements or repairs.

12.8. None of the real estate owned, leased and/or used has suffered from any event rendering the real estate not suitable for its current use in the Business.

12.9. Other than as set out in the Disclosed Information, each Group Company has to Seller's    best knowledge fully and timely complied with all applicable environmental Laws and zoning plans and Laws.

12.10. Other than as set out in the Disclosed Information, the real estate used by the Group Companies is to Sellers' best knowledge not polluted and/or contaminated with any hazardous substances (as such terms are defined in applicable environmental Law) to the extent that any remediation obligations exist assuming the continuation of the Business as undertaken as at the Signing Date and no construction work requiring any excavation is being undertaken with respect to the premises used by the Group.

12.11. No Governmental Authority has given any directive, order or notice to the Group Companies which could impose an obligation to the Group Companies to make any improvements and/or repairs of the real estate.

12.12. No Group Company has received any claim from any Governmental Authority in connection with:

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a. any (possible) pollution of the real estate owned; or

b. non-compliance with environmental Law at the real estate and facilities used by the Group Companies.

12.13. All of the leases and subleases relating to Lasaulec are terminated and do not have any ongoing obligations for any of the Group Companies.

13. Information technology

13.1. In the twelve (12) months prior to the Signing Date, there have been no failures or breakdowns of any computer hardware or software, or other computer or communication systems, used or licensed exclusively in relation to the Business, which have materially affected the Business for any extended amount of time.

13.2. The Group Companies own, or have valid licences to use, all computer hardware and computer software necessary for the continuation of the Business of each Group    Company (subject to required investments, expenses and capital expenditure as set out in the Disclosed Information). All such licenses are in full force and effect and have been complied with in all material respects.

13.3. All of the IT hardware, network, systems, software, telephone or other communication systems owned and/or used by a Group Company are sufficient to conduct the Business as presently conducted.

13.4. Each Group Company has in place disaster recovery and back-up procedures for its material IT hardware, network, systems, software, telephone and other communication systems it owns and/or used by a Group Company and has taken steps and implemented procedures to safeguard its IT hardware, network, systems, software, telephone and other communication systems and prevent unauthorized access thereto.

13.5. All of the material IT hardware, network, systems, software, telephone or other communication systems are covered by maintenance agreements.

13.6. There is no dispute or proceeding regarding any computer hardware or software, or other computer or communication systems used in the Business, and to the Sellers' best knowledge there is no fact, circumstance or matter which is likely to give rise to any such dispute.

13.7. The Group Companies are not in breach of the agreement entered into between Sator Holding B.V.- MivarGroup B.V. and AuDaCon AG.

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14. Intellectual Property. ownership. authorised use

14.1. The Intellectual Property that is material to the Business as conducted at the Signing Date is (or where appropriate in the case of pending applications, will as far as the Sellers believe upon registration be) legally owned by, validly licensed to, or used under the authority of the owner, by the relevant Group Companies, free from any Encumbrances.

14.2. All fees and other costs and charges in relation to the maintenance of all registered Intellectual Property that is material to the Business as conducted at the Signing Date have been duly and timely paid and nothing has been done or omitted to cause the lapse of registration of such Intellectual Property.

14.3. The Group Companies' Intellectual Property that is material to the Business and is not the subject of any claim, challenge or opposition by any third party without the Group having acted on such infringement, and to the Sellers' best knowledge is not being infringed upon by any third party. Other than as set out in the Disclosed Information, no Group Company has granted to any third party any right or interest in respect of the Intellectual Property owned by the Group Companies.

14.4. Except as set out in the Disclosed Information, there is no dispute or proceeding regarding any Intellectual Property used in the Business, and to the Sellers' best knowledge:

a. there is no fact, circumstance or matter which is likely to give rise to any such dispute; and

b. the activities and the products manufactured or sold by the Group Companies do not infringe any rights in Intellectual Property of any third party.

14.5. To the Sellers' best knowledge, all Group Company web services have been developed in accordance with all applicable Laws. The Sellers have no knowledge of any developers not having all required Intellectual Property rights required to do so.

15. Legal compliance

15.1. To the best of the Sellers' knowledge, all licences, permits, consents, authorisations,    certificates and registrations material to the Business as conducted by the Group Companies at the Signing Date (collectively and, where

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appropriate, individually) have been obtained, are in force, and are being complied with in ali respects.

15.2. To the best of the Sellers' knowledge, no circumstances exist or are expected that could result in the suspension, revocation, cancellation, modification or refusal to renew any of the permits necessary for the Business as conducted by the Group Companies (collectively and, where appropriate, individually) at the Signing Date, nor will entering into this Agreement create such circumstances.

15.3. No Group Company is a party to or liable in respect of any agreement, arrangement, or practice which in any way restricts its freedom to carry on the whole or any part of its Business as it sees fit or is contrary to any competition Law.

15.4. To the best of the Sellers' knowledge, none of the Group Companies have been the subject of any investigation by any Governmental Authority related or in connection with any violation of any applicable anti-bribery Laws, anti-corruption Laws, and/or competition Laws.

16. Environmental

16.1. All activities of the Group Companies have been conducted in material compliance with, and all real estate used by the Group Companies materially comply with, all environmental Laws.

16.2. No Group Company has received any claim, notice, action or communication from any governmental or regulatory authority, citizen group, employee, works council or otherwise, nor is such claim, notice, action or communication pending, claiming any violation of any of the environmental Laws, or demanding or requiring any environmental repair, construction, alteration or emission (including but not limited to emission to air and water, noise or malodour) and vibration reduction.

16.3. The Group Companies currently hold, and are in material compliance with all conditions and requirements of, all environmental permits necessary for the Business and have made all necessary notifications ("me/dingen") required under all such environmental permits or under applicable Law.

16.4. All appropriate or necessary action in connection with the renewal or extension of any environmental permit has been taken.

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16.5. No soil or groundwater contamination exists at the Havendoklaan site in Vilvoorde, Belgium which is caused by activities of the Group Companies resulting in decontamination obligations or use restrictions.

17. Warranties And Products

There is no outstanding claim against any of the Group Companies for breach of service or warranty to any customer and there are no product liability claims outstanding against a Group Company.

18. Brokers

Other than referred to in this Agreement, no Group Company has engaged, or caused to be incurred any liability to any finder, broker or sales agent in connection with the origin, negotiation, execution, delivery, or performance of the Agreement and the transactions contemplated hereby pursuant to which any Group Company owes or will owe any amounts if the Transaction is effectuated.

19. Information

19.1. All of the Disclosed Information provided to Purchaser and/or any of its representatives and professional advisors is correct in all material respects.

The statements made in the letter from Imprima B.V. dated 22 April 2013 regarding the Data Room ("1mprima Statement") are all accurate and the Sellers, a Group Company or any of their advisors have not taken any actions or given any instructions to take any actions which may lead to the Imprima Statement not being correct.

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Schedule 8

Tax

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SCHEDULE 8 TAX

1. Tax Indemnity

1.1. The Sellers shall indemnify and hold the Purchaser and each of the Group Companies harmless (vrijwaren en volle dig schadeloosstellen) from and against any (i) Tax Liability for which a Group Company is liable as a result of any event relating to any period prior to the Completion Date, occurring before the Completion Date (other than Tax arising in respect of income, profits or gains earned on or after the Completion Date as a result of such an event) or in respect of any profits earned or revenues realized before the Completion Date; (ii) any Leakage Tax Benefit included in the Leakage Notice which cannot be fully obtained and (iii) any VAT costs not included in the Leakage Notice which cannot be fully recovered.

1.1. Any indemnification payment made pursuant to this Schedule 8 shall be treated as an adjustment to the Purchase Price, for Tax purposes, unless otherwise required by applicable Law. Each Party shall notify the other party if it receives notice that any Tax authority proposes to treat any indemnification payment as other than an adjustment to the Purchase Price for Tax purposes, or if it otherwise determines that an indemnification payment is required by applicable Law to be treated as other than an adjustment to the Purchase Price for Tax purposes.

2.Exclusions

The indemnity contained in Clause 1.1 of this Schedule 8 shall not cover any

Tax Liability to the extent that:

a. an allowance, provision or reserve in respect of that Tax Liability has been made in the Accounts; or

b. the relevant Tax Liability arises in consequence of any event, transaction, income, profit or gain in the event that such event, transaction, income, profit or gain has occurred since the Effective Date in the relevant Group Company's ordinary course of business, or in the event that the corresponding profit, gain or income to which that Tax Liability relates occurs outside the ordinary course of business but is for the benefit of the Purchaser or the relevant Group Company; or

c. the Tax Liability arises or is increased as a result of any change, on or after the Effective Date, in Tax rates or the passing of or any change in Law or

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d. generally accepted accounting practice, or a change in interpretation on the basis of case law, regulation, directive or requirement, or a change in the administrative practice of any Tax Authority or any withdrawal of any extra- statutory concession by a Tax Authority; or

e. the Tax Liability would not have arisen but for, or is increased by, a transaction, action or omission carried out or effected by any member of the Purchaser's Group (for the avoidance of doubt including the Group Companies) or any other person connected with any of them, including directors, officers, employees, advisors, agents or successors in title at any time after the Completion Date, it being agreed and understood that a correction    after the Completion Date of Tax filings made prior to the Completion Date shall for the purposes of this Schedule not be considered to exclude the Sellers' liability; or

f. written notice of a claim in respect of the Tax Liability is delivered by the Purchaser or the relevant Group Company to the Sellers after expiry of the statutory limitation period applicable in the relevant jurisdiction to make a timely objection or appeal to the Tax matter giving rise to such claim; or

g. the Tax Liability arises as a result of any change on or after the Completion Date in any accounting policy (including the length of any accounting period for Tax purposes) or any Tax or accounting basis, method or practice of any of the Group Companies, other than a change which is necessary in order to comply with the Law applicable to the relevant Group Company in effect on or prior to the Completion Date; or

h. the Tax Liability arises as a result of the Purchaser or any member of the Purchaser'sGroup (for the avoidance of doubt including the Group Companies) not complying with its obligations under the Agreement or any ancillary agreements; or

h. recovery has been made under an insurance policy, or the Tax Liability is otherwise compensated for without cost to the Purchaser, a Group Company or any other member of the Purchaser's Group, including under the Sellers' Warranties.

3. Due date for payment

A payment to be made by Sellers under to Clause 1.1 of this Schedule 8 shall be made

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a. in a case of any actual payment of or in respect of Tax, five (5) Business Days before the date on which such payment is due to be made to the relevant Tax Authority, provided that the Company or the Purchaser will use all reasonable efforts to procure that it will obtain an extension for such payment; or

b. in all other cases, within five (5) Business Days after the earlier of (i) the date on which a compromise or settlement had been reached between Parties with respect to a claim on basis of Clause 1.1 of this Schedule 8 (ii) the date on which a full and final settlement agreement has been reached with the relevant Tax Authoritywith respect to a Tax Liability subject to a claim on basis of Clause 1.1 of this Schedule 8 or (iii) the date on which a final decision is made on appeal with respect to a Tax Liability subject to a claim on basis of clause 1.1 of this Schedule 8 against which no appeal is permitted (uitspraak in kracht van gewijsde).

4. Tax Benefit

The indemnification payment obligation of the Sellers pursuant to Clause 1.1 of this Schedule 8 shall be reduced by:

a. any Tax Refund actually received by any Group Company;

b. any reduction of Tax actually owing by any Group Company; or

c. the net present value of future Tax Refunds or reductions of Tax for the Group Company or any other member of the Purchaser's Group;

((a) through (c) each a "Tax Benefit")

to the extent that the Tax Refund or reduction of Tax is connected with the facts on which the Purchaser's claim pursuant to Clause 1.1 of this Schedule 8 is based. For the avoidance of doubt it is agreed that any individual Tax Benefit will not be applied more than once in respect of any Tax Liabilities.

5. Mitigation

The Purchaser shall take, and shall procure that each Group Company takes all reasonable measures required to mitigate any Tax Liability.

6.Preparation of Tax Returns

6.1. The Company shall, at the costs and expense of the relevant Group Company, prepare and file (or procure the preparation and filing of) all Tax Returns in

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respect of the Group Companies in a manner and on a basis consistent with past practice and shall thus procure that it will not, unless required based on applicable laws or sound business principles of Dutch Tax rules (goed koopmansgebruik), or, as the case may be, similar rules in another jurisdictions, take any position in the Tax Returns relating to any Group Company that is contrary to the position that the relevant Group Company has taken or will take in the Tax Returns relating to the period up to and including the Effective Date

6.2. The Sellers and the Purchaser shall provide the Company such information and render such assistance as is necessary and reasonable to ensure the proper and timely completion and filing of such Tax Returns.

6.3. The Company shall not amend, refile or otherwise modify, or cause or permit to be amended, refiled or otherwise modified, any Tax Return filed by any Group Company for any taxable year or period beginning on or before the Effective Date, save to the extent such amendments, refilings or modifications (i) are required based on applicable laws or sound business principles of Dutch Tax rules (goed koopmansgebruik), or, as the case may be, similar rules in another jurisdictions,(ii) are required as a result of any evident mistake or (iii) are required as a result of any adjustments made by any Tax Authorities. To the extent that an exception as set out under (i), (ii) or (iii) applies, the Company shall advise the Sellers of its intentions to amend, refile or otherwise modify the relevant Tax Return and shall accept all reasonable comments of the Sellers before amending, refiling or otherwise modifying the relevant Tax Return.

7. Conduct of Tax claims

7.1. Upon becoming aware of any pending audit, investigation, assessment or other any other action by any Tax Authority which gives or may give rise to any Tax Liability ("Tax Issue") relating to any taxable year or period beginning on or before the Completion Date, the Purchaser shall give written notice to the Sellers of such Tax Issue without unreasonable delay. This notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits of the Tax Issue. Any failure to timely give such notice shall not affect the rights of the Purchaser, except to the extent that the Sellers are prejudiced by such failure.

7.2. At its specific request, the Sellers may control the conduct of a Tax Issue and shall be the responsible party to negotiate, settle and compromise that Tax Issue, if that Tax Issue relates to any taxable year or period beginning on or before the Completion Date provided that the Sellers (i) have accepted liability

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towards the Purchaser for the full amount of the relevant Tax Issue, and, (ii) if and to the extent the (remaining) (Tax) Escrow Amount is not sufficient, provide the Purchaser with a reasonable form of additional security in relation to the full liability so accepted by the Sellers.

7.3. The Purchaser shall procure that:

a. each Group Company provides the Sellers or their advisors such information and assistance, including but without limitation such access to its books and records, which may reasonably be required to ensure a proper and adequate defense in relation to the Tax Issue; and

b. any correspondence which relates to the Tax Issue shall be provided to the Sellers or their advisors without unreasonable delay.

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Schedule 12.1

Purchaser's Warranties

Execution version

SCHEDULE 12.1 PURCHASER'S WARRANTIES

1. Capacity and consequences of sale

1.1. The Purchaser has been duly incorporated and validly exists under the Laws of its jurisdiction and has the necessary corporate capacity and power to enter into this Agreement and to perform its obligations under this Agreement.

1.2. All corporate and (where applicable) other action required to be taken by the Purchaser to authorise the execution and performance of this Agreement has been duly taken.

1.3. Other than as contemplated by this Agreement, as far as the Purchaser is aware, no notices, reports or filings are required to be made by the Purchaser in connection with the Transaction and no consents, approvals, registrations, authorisations or permits are required to be obtained by the Purchaser in connection with the execution and performance of its obligations under this Agreement, all except as explicitly set out in this Agreement.

1.4. This Agreement comprises obligations that are legal, valid and binding on the Purchaser and enforceable by the Sellers against the Purchaser in accordance with the terms thereof.

1.5. The execution, delivery, performance and consummation by the Purchaser of this Agreement does not and shall not violate a provision of the organisational documents of the Purchaser.

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Schedule 13.1

Escrow Agreement

Draft, for discussion purposes only

Pending client acceptance by

ABN AMRO Escrow & Settlement

ESCROW & SETTLEMENT AGREEMENT

Escrow Reference CarCare

among

LQK NETHERLANDS B.V.

as the Purchaser

and

STICHTING CARCARE

and

ABN AMRO Bank N.V.

(trading as ABN AMRO Escrow & Settlement)

as the Escrow Agent

Dated [1] May 2013

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THE UNDERSIGNED:

1. LQK NETHERLANDS B.V., a private company with limited liability incorporated under the laws of the Netherlands, having its registered address at 's-Gravenlandseweg 379, 3125 BJ Schiedam, filed at the trade register held by the Chamber of Commerce in Rotterdam under registration number 57731306,

hereinafter referred to as: the Purchaser;

2. STICHTING CARECARE, a foundation (stichting) incorporated under the laws of the Netherlands,having its registered address at Oosteinde 19, 1017WT Amsterdam, filed at the trade register held by the Chamber of Commerce in Amsterdam under registration number 57740836,

hereinafter referred to as: the Stichting;

3. ABN AMRO Bank N.V., (trading as ABN AMRO Escrow & Settlement), a public limited liability company organised and existing under the laws of the Netherlands, for the purposes hereof having its address at Weena 200, Rotterdam (The Netherlands), filed at the trade register held by the Chamber of Commerce in Amsterdam (The Netherlands) under registration number 34334259 and with VAT number N L820646660B01,

hereinafter referred to as: the Escrow Agent;

The Purchaser and the Stichting are hereinafter jointly referred to as the Parties and each individually as a Party.

WHEREAS:

A. The following companies together are holder of the entire issued and outstanding share capital of Sator Beheer B.V., a private company with limited liability, incorporated under the laws of the Netherlands, with registered seat in Amsterdam, the Netherlands, registered with the trade register of the Chamber of Commerce under number 34341147 (the Company);

a. H2 SATOR B.V., a private company with limited liability incorporated under the laws of the Netherlands, having its registered address at Oosteinde 19, 1017WT Amsterdam, filed at the trade register held by the Chamber of Commerce in Amsterdam under registration number 34341144,

hereinafter referred to as: the Seller I;

b. COOPERATIEVE H2 SATOR U.A., a private company with limited liability incorporated under the laws of the Netherlands, having its registered address at Oosteinde 19, 1017WT Amsterdam, filed at the trade register held by the Chamber of Commerce in Amsterdam under registration number 34373652,

hereinafter referred to as: the Seller II; and

c. HOLDING SATOR MANAGEMENT B.V., a private company with limited liability incorporated    under the laws of the Netherlands, having its registered address at Riederhagen 5, 2993XE Barendrecht, filed at the trade register held by the Chamber of Commerce in Rotterdam under registration number 24481004, hereinafter referred to as: the Seller III;

Seller I, II and III hereinafter jointly referred to as the Sellers and each individually as a Seller.

B. the Sellers and the Purchaser have entered into a share purchase agreement dated [22] April 2013 (the SPA) with regard to the sale and purchase of the entire issued and outstanding share capital of the Company;

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C. the Sellers have certain obligations pursuant to the SPA / Agreement;

D. in order to secure possible liabilities of the Sellers, the Sellers and the Purchaser have agreed for the Purchaser to pay an amount, as further specified in the SPA, into an escrow account;

E. the Sellers have assigned and transferred their rights and obligations in relation to this Escrow & Settlement Agreement to the Stlchtlng, which assignment has been accepted by the Stichting. The purchaser has acknowledged and agreed to assignment;

F. the Escrow Agent has agreed to open and manage the escrow account, all in accordance with the terms laid down in this Escrow & Settlement Agreement.

HAVE AGREED AS FOLLOWS:

1.     Appointment of the Escrow Agent

The Parties hereby appoint the Escrow Agent for the purpose of this Escrow & Settlement Agreement as escrow agent and hereby instruct the Escrow Agent to administer the Escrow Account and to perform certain services in accordance with the terms and conditions set out in this Escrow & Settlement Agreement. The Escrow Agent hereby accepts the appointment and the instructions.

2.    Escrow Account

The details of the account in which the Escrow Agent will receive the Escrow Amount as further contemplated in this Escrow & Settlement Agreement (the Escrow Account)

are as follows:

Account in name of    :    ABN AMRO ESCROW& SETTLEMENT

Account Reference    :    CarCare

Currency    :    EUR

Account number    :    [=]

IBAN number    :    [=]

Bank    :    ABN AMRO Bank N.V.

Bank address    :    Coolsingel 93, Rotterdam, The Netherlands

SWIFT address    :    ABNANL2A

3.    Escrow Amount

The Escrow Amount is the amount as received in the Escrow Account and confirmed as received by the Escrow Agent and as reduced, from time to time, in compliance with this Escrow & Settlement Agreement.

The Parties have agreed for the Purchaser to transfer an amount of EUR 2,000,000 (in words: two million euro), into the Escrow Account, on the date of signing this Escrow & Settlement Agreement.

Upon receipt of the Escrow Amount in the Escrow Account, the Escrow Agent shall notify the Parties.

4.    Notices

1. Escrow Release Notice

The template document as annexed to this Escrow & Settlement Agreement (annexed as Schedule B), which is to be used by the Parties to instruct the Escrow Agent to release (a part of) the Escrow Amount to such beneficiary as further

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specified in the Escrow Release Notice and in compliance with the Escrow Release Conditions.

2. Escrow Stichting Entitlements Notice

The template document as annexed to this Escrow Agreement (annexed as Schedule C), which is to be used by the Stichting to inform the Escrow Agent of the apportionment of entitlement of the Stichting to (a part of) the Escrow Amount in the event of a release of (a part of) the Escrow Amount to the Stichting in compliance with Escrow Release Condition 5.1.

5.    Escrow Release Conditions

The earlier of the following events to occur:

1.    Escrow Release Condition 1

On the first Dutch business day following 1 May 2015, the Escrow Agent shall, without any instruction from the Parties being required, release the balance of the Escrow Amount to the Stichting as specified in the Escrow Stichting Entitlements Notice duly executed by the Stichting to the Escrow Agent prior to such date, unless the Escrow Agent has received an Escrow Claim Notice, duly executed by the Purchaser at least one (1) Dutch business day before the date mentioned above in this Escrow Release Condition 1, in which case the following provisions of this clause 5.1 shall apply.

In the event that the Escrow Agent receives (an) Escrow Claim Notice(s), the Escrow Agent shall release the balance of the Escrow Amount minus the aggregate amount stated in the Escrow Claim Notice(s) received by the Escrow Agent in accordance with this Escrow Release Condition 1.

2.    Escrow Release Condition 2

Upon receipt by the Escrow Agent of an Escrow Release Notice jointly and duly executed by the Parties instructing the Escrow Agent to release (a part of) the Escrow Amount to the Stichting and/or the Purchaser, the Escrow Agent shall release (a part of) the Escrow Amount in full compliance with such Escrow Release Notice.

If the Escrow Release Notice is to release a claimed amount such Escrow Release Notice shall specify exactly which part of the claimed amount is to be released and by doing so the Parties acknowledge the claim is no longer outstanding with respect to such amount.

3.    Escrow Release Condition 3

Upon receipt by the Escrow Agent of an opinion of a lawyer reasonably acceptable to the Escrow Agent and admitted to the bar in the jurisdiction and forum of the Netherlands, not being a lawyer employed or associated with Baker & McKenzie Amsterdam NV or Houthoff Buruma Coöperatief, that there exists a final judgement, no longer subject to appeal, to release (a part of) the Escrow Amount to the Purchaser and/or the Stichting, the Escrow Agent shall release (a part of) the Escrow Amount in full compliance with such lawyer's opinion.

6.    Escrow Account Interest

The Escrow Account Interest is the interest as received in the Escrow Account. The Party that is entitled to the Escrow Amount (or part thereof) is also entitled to the accrued Escrow Account Interest relating thereto. The Escrow Account Interest shall be released one month after the release of the Escrow Amount or the last part thereof.

7.    Escrow & Settlement Terms and Conditions

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The Escrow Agent shall have only those duties, obligations and responsibilities expressly specified in this Escrow & Settlement Agreement and shall have no implied duties, obligations and responsibilities.

The Escrow & Settlement Terms and Conditions, annexed to this Escrow & Settlement Agreement as Schedule D, shall be deemed to form part of this Escrow & Settlement Agreement.

In the event of a conflict between the body of this Escrow & Settlement Agreement and the Escrow & Settlement Terms and Conditions, the body of this Escrow & Settlement Agreement shall prevail.

8.    Contact details

Any notice, instruction and communication addressed to the Escrow Agent shall only be deemed to be valid if made in writing, in English and duly executed and if the following address and contact details are used and if such notice, instruction and communication    is confirmed to be received by the Escrow Agent:

ABN AMRO Bank N.V.

ABN AM RO Escrow & Settlement

Attn. the Operations Director

Blaak 555 (PAC: GP0765)

3011 GB Rotterdam

P.O. Box 1898

3000 BW Rotterdam

The Netherlands

Facsimile    :+3110 4016225

E-mail:        escrow-settlement@nl.abnamro.com

The Escrow Agent is entitled to rely on all information contained in Schedule A of this Escrow & Settlement Agreement.

The Parties are entitled to amend their address and account details by means of submitting a duly executed notice to that extent to the Escrow Agent.

9.    Escrow Agent Fees

The Escrow Agent Fee for arranging this Escrow & Settlement Agreement (the Set Up Fee) shall be EUR 5.000 (in words: five thousand euro) and shall be due and payable 50% by the Stichting and 50% by the Purchaser upon receipt of an invoice from the Escrow Agent.

The Escrow Agent Fee per release (the Release Fee) of the Escrow Amount (or any part thereof) to a beneficiary shall be EUR 250 (in words: two hundred and fifty euro). The Release Fee shall be due and payable by such Party which is beneficiary of a release and shall be paid by means of withholding the applicable amount from the amount(s) which is/are released by the Escrow Agent.

Any addendum or amendment to this Escrow & Settlement Agreement (an Addendum) shall be charged at EUR 2.000,00 (in words: two thousand euro), due and payable in equal parts by the Stichting on the one hand and the Purchaser on the other hand.

An amendment in Schedule A is, for the purpose of this article, considered not to be an Addendum.

All Escrow Agent Fees are excluding VAT.

10.     Termination

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This Escrow & Settlement Agreement terminates with immediate effect as per the moment the outstanding balance on the Escrow Account amounts to nil euro for more than ten consecutive Dutch business days.

This Escrow & Settlement Agreement may be terminated by the Parties jointly in writing observing a 45 days notice period.

As of termination the Escrow Agent shall be discharged of its obligations under this

Escrow & Settlement Agreement.

11. Assignment or transfer of rights

No Party may assign or transfer any of its rights and/or obligations under this Escrow & Settlement Agreement without prior written consent of the other Party and the Escrow Agent.

12.     Confidentiality

Save when required by applicable laws or regulations of any competent regulatory authority or court, neither the Escrow Agent, nor any of the Parties shall divulge any information    in relation to this Escrow & Settlement Agreement, including the existence of this Escrow & Settlement Agreement and the provisions set out herein.

13.     Governing law

This Escrow & Settlement Agreement is governed by and construed in accordance with the laws of The Netherlands.

Any dispute arising from or connected with this Escrow & Settlement Agreement is subject to the exclusive jurisdiction of the competent court in Amsterdam, The Netherlands.

14.     Counterparts

This Escrow & Settlement Agreement may be executed in any number of counterparts,    all of which, taken together constitute one agreement and any Party may enter into this Escrow & Settlement Agreement by executing a counterpart.

SCHEDULES:

Schedule A Address and Account Details

Schedule B Template of Escrow Release Notice

Schedule C Template of Escrow Stichting Entitlements Notice

Schedule D Escrow & Settlement Terms and Conditions

Signature page to follow

130405 Draft Escrow Agreement CarCare

The undersigned each agree to be bound by the terms of this Escrow & Settlement Agreement and the Escrow & Settlement Terms and Conditions (annexed as Schedule D) attached thereto.

For and on behalf of the Purchaser
By:	By:
Date:	Date:
For and on behalf of the Stichting
By:	By:
Date:	Date:
For and on behalf of ABN AMRO Bank N.V.
By:	By:
Date:	Date:

130405 Draft Escrow Agreement CarCare

SCHEDULE A

Address and Account details
Purchaser	Company name	LKQ Netherlands B.V.
	Address	's-Gravelandseweg 379
	Postal Code and City	3125 BJ Schiedam
	Country	The Netherlands
	VAT no.	[=]
	Duly represented by	Mr. John Sidney Quinn
	Contact person	[=]
	Telephone / Fax	[=] [=]
	E-mail	[=]
	Account in name of	[=]
	Account number	[=]
	IBAN number	[=]
	Bank	[=]
	Bank address	[=]
	Swift address	[=]
Stichting	Company name	Stichting Carcare
	Address	Oosteinde 19
	Postal Code and City	1017 WT Amsterdam
	Country	The Netherlands
	VAT no.	N/A
	Duly represented by	H2 Equity Partners B.V.
	Contact person	Patrick Kalverboer and Harmen Geerts
	Telephone / Fax	+31206790822    +31206758359
	E-mail	p.kalverboer@h2ep.com and h.geerts@h2.nl
	Account in name of	[=]
	Account number	[=]
	IBAN number	[=]
	Bank	[=]
	Bank address	[=]
	Swift address	[=]

130405 Draft Escrow Agreement CarCare

SCHEDULE B

Template of Escrow Release Notice

To: ABN AMRO Escrow & Settlement

Attn. the Operations Director

From: [=]

Date: [=]

Re: Escrow & Settlement Agreement CarCare

On [=], the Escrow Agent, the Purchaser and the Stichting have entered into an Escrow & Settlement Agreement with Escrow Reference CarCare. Unless otherwise defined herein, capitalised terms in this notice shall have the meaning ascribed to them in the Escrow & Settlement Agreement.

In compliance with Clause 5.2 of the Escrow & Settlement Agreement, the undersigned notify the Escrow Agent to proceed to the release of all or part of the Escrow Amount as follows:

Amount to be released     :

In writing        :

Beneficiary         : Stichting

For and on behalf of the Purchaser For and on behalf of the Stichting

By:	By:
Date:	Date:

Please attach to the Escrow Release Notice appropriate documents certifying the authority of each of the signatories representing the relevant party.

130405 Draft Escrow Agreement CarCare

SCHEDULE C

Template of Escrow Stichting Entitlements Notice

To:    ABN AMRO Escrow & Settlement

Attn. the Operations Director

From:     the Stichting

Date:    [=]

Re:    Escrow Agreement CarCare

On [=] the Escrow Agent, the Purchaser and the Stichting have entered into an Escrow Agreement with Escrow Reference CarCare. Unless otherwise defined herein, capitalised terms in this notice shall have the meaning ascribed to them in the Escrow Agreement.

In compliance with Clause 5.1 of the Escrow Agreement, the undersigned notify the Escrow Agent that each and every release to the Stichting of (a part of) the Escrow Amount pursuant to the Escrow Release Conditions 5.1 shall be executed by the Escrow Agent in strict conformity with the following apportionment

Stichting 100 percent

For and on behalf of Stichting CarCare

By:

Date:

130405 Draft Escrow Agreement CarCare

SCHEDULE D

ESCROW & SETTLEMENT TERMS AND CONDITIONS

The Escrow Amount

1. a. These Escrow & Settlement Terms and Conditions shall apply to and form an integral part of this Escrow & Settlement Agreement and any amendments made thereto at a later date, such original Escrow & Settlement Agreement and/or amendments thereto hereinafter jointly and severally referred to as the "Escrow & Settlement Agreement", entered into by the Parties and the Escrow Agent. Any (general) terms and conditions used by either of the Parties in whatever form shall not be applicable to this Escrow & Settlement Agreement.

b. The Parties hereby explicitly agree that the Escrow Agent holds legal title to the Escrow Amount for the duration of this Escrow & Settlement Agreement and is administered by the Escrow Agent in accordance with the terms of this Escrow & Settlement Agreement.

2. The Escrow Agent shall have no obligations pursuant to this Escrow & Settlement Agreement other than those expressly stipulated herein. The Escrow Agent's sole obligation shall consist of the release of (any part of) the Escrow Amount(s), in accordance with the terms of this Escrow & Settlement Agreement. The Escrow Agent shall sufficiently maintain its operation to carry out its obligations hereunder. Nothing herein shall constitute a partnership or a joint legal title (gemeenschap) between the Parties and or Escrow Agent or any two or more of them.

3. The term "Entitlement" used herein refers to any entitlement to (a part of) the Escrow Amount by either Party and/or the Escrow Agent (or if applicable a third party) and as indicated in this Escrow & Settlement Agreement.

4. The Escrow Agent hereby irrevocably and unconditionally waives any right it might have under applicable law to set-off its obligation to release an Entitlement, against any claims it might have on the person or entity entitled to such Entitlement other than claims and/or Entitlements based upon this Escrow & Settlement Agreement.

5. Any Interest received over the Escrow Amount is due and payable to the Escrow Agent as part of its remuneration, unless expressly otherwise agreed between the Parties and the Escrow Agent in this Escrow & Settlement Agreement.

6. The Escrow Agent shall keep complete and accurate books of the Escrow Account and records relating to the Escrow Amount received and released by it hereunder. Each of the Parties shall be entitled to audit the Escrow Agent's books relating to the administration and the release of the Escrow Amounts at its own expense, but no more than once every 12 months during the term of this Escrow & Settlement Agreement. In any such case, the Escrow Agent shall be entitled to charge a reasonable hourly fee for providing assistance, information and services related to such audit. Such fees shall, for the purpose of this Escrow & Settlement Agreement, be deemed Escrow Agent Expenses and shall be due and payable by the Party that has instigated the audit.

Fees and Expenses

7. a. It is agreed that the Escrow Agent shall be paid fees in a form as agreed upon in this Escrow & Settlement Agreement ("Escrow Agent Fees·) in exchange for its services rendered under this Escrow & Settlement Agreement. The Escrow Agent is allowed to retain both the Escrow Agent Fees, and the expenses incurred by it in connection with this Escrow & Settlement Agreement ("Escrow Agent Expenses") against the Entitlements of the Parties. In the event that any amounts owed to the Escrow Agent are not settled when due, the Escrow Agent shall be irrevocably authorised at any time to effect payment out of the Escrow Account, without prejudice to any payment obligation of the Parties.

b. The Escrow Agent Fees shall be non-refundable and shall be due and payable as agreed in this Escrow & Settlement Agreement.

c. The Escrow Agent Expenses shall include any costs and expenses incurred by the Escrow Agent in connection with its activities hereunder, including (but not limited to) bank charges.

130405 Draft Escrow Agreement CarCare

d. VAT is a mandatory tax imposed on fees for professional services. Each Party shall be responsible for the correctness of the VAT number referenced in Schedule A. VAT will always be charged on top of our fees to Dutch tax resident entities. To the extent we are provided with a VAT number and an entity is a non Dutch EU tax resident, the Escrow Agent will apply the so called 'reverse charge'. This means that all fees shall be invoiced exclusive of VAT. The reverse charge will always be applied with respect to entities which are non EU tax resident, even when no VAT number is submitted to the Escrow Agent. Possible levy of VAT tax shall be governed by the applicable local tax regulations.

e. All amounts due by a Party to the Escrow Agent under this Escrow & Settlement Agreement shall be paid gross, except if taxes need to be deducted or added. If taxes were to be deducted from any amounts paid or to be paid by a Party to the Escrow Agent, such Party shall pay the additional amounts required to ensure that the amount received by the Escrow Agent is equal to the full amount which it would have received if the relevant payment had not been subject to the deduction of such taxes. If taxes were to be added to any amounts paid by any Party, such Party shall pay such taxes on top of such amounts. Furthermore such Party shall reimburse the Escrow Agent for any taxes paid with regard to this Escrow & Settlement Agreement.

All Entitlements to be released by the Escrow Agent hereunder shall be released without deducting or withholding taxes in respect thereof, unless the Escrow Agent is obliged under applicable law to deduct or withhold taxes in respect of such Entitlements, as the case may be. In such cases the Escrow Agent shall, vis-a-vis the person or entity to which such Entitlement pertains, be entitled to deduct or withhold such taxes prior to such Entitlement being released. If at any time the Escrow Agent determines that the (value of) the Escrow Amount is not sufficient to make the necessary deductions or with holdings, the Parties, jointly and severally, shall at the Escrow Agent's request, forthwith pay the amount of any such shortfall or the estimated amount thereof in the Escrow Account.

Liability of the Escrow Agent

8. a. The Escrow Agent shall be indemnified and held harmless jointly and severally by the Parties against any and all costs, expenses, damages or losses suffered by the Escrow Agent in connection with any action, suit, proceeding, claim or demand, which in any way, directly or indirectly, arises from or relates to the performance of the duties of the Escrow Agent pursuant to the provisions of this Escrow & Settlement Agreement, except in the event of gross negligence (grove nalatigheid) or willful misconduct (opzet) by the Escrow Agent.

b. The Escrow Agent shall not be liable for any damages or losses occurring as a result of any act, mistake or omission made by it in good faith or by reason of any other matter or thing, except in the event of gross negligence (grove nalatigheid) or willful misconduct (opzet) by the Escrow Agent. In no event shall the Escrow Agent be liable for any consequential, indirect or unforeseeable damages.

9. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions or demands from any party to this Escrow & Settlement Agreement which in its opinion conflict with any provisions of this Escrow & Settlement Agreement, or if the Escrow Agent reasonably assumes that it becomes illegal, or impossible for reasons outside the Escrow Agent's control, to carry out any of the provisions hereof, the Escrow Agent shall be entitled to refrain from taking any action, until in its opinion, the uncertainty has been solved. The Escrow Agent shall not be required to take any legal action or to institute (or defend its position in) legal proceedings. If the Escrow Agent does elect to act it may do so only to the extent that It shall have received such security as it may require (whether by way of payment in advance or otherwise) for any cost or expenses relating thereto.

10. a. The Escrow Agent shall never be under any duty to make a payment of any amount, which exceeds the balance on the Escrow Account at any point in time.

b. Any liability arising from obligations of the Escrow Agent under this Escrow & Settlement Agreement shall be restricted to and shall never exceed the Escrow Amount.

11. a. The Escrow Agent shall be entitled to rely on information, reasonably believed by the Escrow Agent to be correct, provided to the Escrow Agent by a Party and on any document or

130405 Draft Escrow Agreement CarCare

correspondence reasonably believed by the Escrow Agent to be genuine and to have been sent or signed by the person by whom it purports to have been sent or signed. Provided the Escrow Agent has acted reasonably, it shall not be liable to any Party for any consequence of any such reliance.

b. The Escrow Agent may, in its sole discretion and notwithstanding article 11 a of the Escrow & Settlement Terms and Conditions hereto, request that an Escrow Release Notice should be submitted to the Escrow Agent in legalised and apostilled form, whereas the legalisation should at least refer to (i) the authenticity of the signatures of the individuals who have purportedly executed the Escrow Release Notice and (ii) the fact that the individuals who have executed the Escrow Release Notice had the representational authority to do so. Insofar as it is not possible to provide an Escrow Release Notice in apostilled form, the Escrow Agent may, in its reasonable discretion, require that the Escrow Release Notice is legalised up until a Dutch Embassy or a Dutch Consulate.

12. Any claims in relation to the Escrow Agent's liability hereunder shall be made within fifteen calendar days after the occurrence of the event upon which the claim is based.

Miscellaneous

13. The Parties explicitly agree not to attach the Escrow Amounts nor to take any other legal action against the Escrow Agent, which will or may impede the Escrow Agent's performance of its obligations under this Escrow & Settlement Agreement.

14. Where reference is made to a 'Dutch Business Day' or a 'Business Day' in this Escrow & Settlement Agreement, this shall mean each such day during which banks are open for general business in The Netherlands.

15. Confirmations from Escrow Agent with regard to the balance of the Escrow Amount or amounts received in the Escrow Account can be in the format of (electronic) bank statements and/or account statements and shall be conclusive evidence with respect to the Escrow Amount.

16. The Escrow Agent shall use its best effort to process Notices it receives prior to 12.00 hours CET time on a Business Day on that same Business Day, whereas the Escrow Agent does not have any obligation whatsoever to process a Notice it receives after 12.00 hours CET time on a Business Day on that same Business Day.

17. This Escrow & Settlement Agreement replaces and annuls any agreement, communication, offer, proposal, or correspondence, oral or written, exchanged or concluded between the Parties and the Escrow Agent and relating to the same matter, unless explicitly agreed otherwise in writing.

130405 Draft Escrow Agreement CarCare

Schedule 13.2

Tax Escrow Agreement

AAB Comments April 5, 2013

_________________________________________________

Draft, for discussion purposes only

Pending client acceptance by

ABN AMRO Escrow & Settlement

ESCROW & SETTLEMENTAGREEMENT

Escrow Reference CarCare Tax

_________________________________________________

among

LQK NETHERLANDS B.V.

as the Purchaser

and

STICHTING CARCARE

and

ABN AMRO Bank N.V.

(trading as ABN AMRO Escrow & Settlement)

as the Escrow Agent

Dated [1] May 2013

130405 Draft Escrow Agreement CarCare Tax

THE UNDERSIGNED:

1. LQK NETHERLANDS B.V., a private company with limited liability incorporated under the laws of the Netherlands, having its registered address at 's-Gravenlandseweg

379, 3125 BJ Schiedam, filed at the trade register held by the Chamber of Commerce in Rotterdam under registration number 57731306,

hereinafter referred to as: the Purchaser;

2. STICHTING CARECARE, a foundation (stichting) incorporated under the laws of the Netherlands,having its registered address at Oosteinde 19, 1017WT Amsterdam, filed at the trade register held by the Chamber of Commerce in Amsterdam under registration number 57740836,

hereinafter referred to as: the Stichting;

3. ABN AMRO Bank N.V.(trading as ABN AMRO Escrow & Settlement), a public limited liability company organised and existing under the laws of the Netherlands, for the purposes hereof having its address at Weena 200, Rotterdam (The Netherlands), filed at the trade register held by the Chamber of Commerce in Amsterdam (The Netherlands) under registration number 34334259 and with VAT number NL820646660B01,

hereinafter referred to as: the Escrow Agent;

The Purchaser and the Stichting are hereinafter jointly referred to as the Parties and each individually as a Party.

WHEREAS:

WHEREAS:

A. The following companies together are holder of the entire issued and outstanding share capital of Sator Beheer B.V., a private company with limited liability, incorporated under the laws of the Netherlands, with registered seat in Amsterdam, the Netherlands, registered with the trade register of the Chamber of Commerce under number 34341147 (the Company);

a. H2 SATOR B.V., a private company with limited liability incorporated under the laws of the Netherlands, having its registered address at Oosteinde 19, 1017WT Amsterdam, filed at the trade register held by the Chamber of Commerce in Amsterdam under registration number 34341144, hereinafter referred to as: the Seller I;

b. COOPERATIEVE H2 SATOR U.A., a private company with limited liability incorporated under the laws of the Netherlands, having its registered address at Oosteinde 19, 1017WT Amsterdam, filed at the trade register held by the Chamber of Commerce in Amsterdam under registration number 34373652, hereinafter referred to as: the Seller II; and

c. HOLDING SATOR MANAGEMENT B.V., a private company with limited liability incorporated under the laws of the Netherlands, having its registered address at Riederhagen 5, 2993XE Barendrecht, filed at the trade register held by the Chamber of Commerce in Rotterdam under registration number 24481004, hereinafter referred to as: the Seller III;

Seller I, " and '" hereinafter jointly referred to as the Sellers and each individually as a Seller.

130405 Draft Escrow Agreement CarCare Tax

B. the Sellers and the Purchaser have entered into a share purchase agreement dated [22] April 2013 (the SPA) with regard to the sale and purchase of the entire issued and outstanding share capital of the Company;

C. the Sellers have certain obligations pursuant to the tax covenant included in schedule 8 of the SPA / Agreement;

D. in order to secure possible liabilities of the Sellers pursuant to the tax covenant included in schedule 8 of the SPA, the Sellers and the Purchaser have agreed for the Purchaser to pay an amount, as further specified in the SPA, into an escrow account;

E. the Sellers have assigned and transferred their rights and obligations in relation to this Escrow & Settlement Agreement to the Stichting, which assignment has been accepted    by the Stichting. The purchaser has acknowledged and agreed to assignment;

F. the Escrow Agent has agreed to open and manage the escrow account, all in accordance with the terms laid down in this Escrow & Settlement Agreement.

HAVE AGREED AS FOLLOWS:

1.Appointment of the Escrow Agent

The Parties hereby appoint the Escrow Agent for the purpose of this Escrow & Settlement    Agreement as escrow agent and hereby instruct the Escrow Agent to administer the Escrow Account and to perform certain services in accordance with the terms and conditions set out in this Escrow & Settlement Agreement. The Escrow Agent hereby accepts the appointment and the instructions.

2. Escrow Account

The details of the account in which the Escrow Agent will receive the Escrow Amount as further contemplated in this Escrow & Settlement Agreement (the Escrow Account) are as follows:

Account in name of	:	ABN AMRO ESCROW& SETILEMENT
Account Reference Currency	:	CarCare Tax
Currency	:	EUR
Account number	:	[=]
IBAN number	:	[=]
Bank	:	ABN AMRO Bank N.V.
Bank address	:	v
SWIFT address	:	ABNANL2A

3. Escrow Amount

The Escrow Amount is the amount as received in the Escrow Account and confirmed as received by the Escrow Agent and as reduced, from time to time, in compliance with this Escrow & Settlement Agreement.

The Parties have agreed for the Purchaser to transfer an amount of EUR 2,000,000 (in words: two million euro), into the Escrow Account, on the date of signing this Escrow

& Settlement Agreement.

Upon receipt of the Escrow Amount in the Escrow Account, the Escrow Agent shall notify the Parties.

130405 Draft Escrow Agreement CarCare Tax

4. Notices

1. Escrow Release Notice

The template document as annexed to this Escrow & Settlement Agreement (annexed as Schedule B), which is to be used by the Parties to instruct the Escrow Agent to release (a part of) the Escrow Amount to such beneficiary as further specified in the Escrow Release Notice and in compliance with the Escrow Release Conditions.

2. Escrow Stichting Entitlements Notice

The template document as annexed to this Escrow Agreement (annexed as Schedule C), which is to be used by the Stichting to inform the Escrow Agent of the apportionment of entitlement of the Stichting to (a part of) the Escrow Amount in the event of a release of (a part of) the Escrow Amount to the Stichting in compliance with Escrow Release Condition 5.1.

5. Escrow Release Conditions

The earlier of the following events to occur:

1. Escrow Release Condition 1

On the first Dutch business day following 15 December 2016, the Escrow Agent shall, without any instruction from the Parties being required, release the balance of the Escrow Amount to the Stichting in such proportion as specified in the Escrow Stichting Entitlements Notice duly executed by the Stichting to the Escrow Agent prior to such date, unless the Escrow Agent has received an Escrow Claim Notice, duly executed by the Purchaser at least one (1) Dutch business day before the date mentioned above in this Escrow Release Condition

1, in which case the following provisions of this clause 5.1 shall apply.

In the event that the Escrow Agent receives (an) Escrow Claim Notice(s), the Escrow Agent shall release the balance of the Escrow Amount minus the aggregate amount stated in the Escrow Claim Notice(s) received by the Escrow Agent in accordance with this Escrow Release Condition 1.

2. Escrow Release Condition 2

Upon receipt by the Escrow Agent of an Escrow Release Notice jointly and duly executed by the Parties instructing the Escrow Agent to release (a part of) the Escrow Amount to the Stichting and/or the Purchaser, the Escrow Agent shall release (a part of) the Escrow Amount in full compliance with such Escrow Release Notice.

If the Escrow Release Notice is to release a claimed amount such Escrow Release Notice shall specify exactly which part of the claimed amount is to be released and by doing so the Parties acknowledge the claim is no longer outstanding with respect to such amount.

3. Escrow Release Condition 3

130405 Draft Escrow Agreement CarCare Tax

Upon receipt by the Escrow Agent of an opinion of a lawyer reasonably acceptable to the Escrow Agent and admitted to the bar in the jurisdiction and forum of the Netherlands, not being a lawyer employed or associated with Baker & McKenzie Amsterdam NV or Houthoff Buruma Cooperatlef that there exists a final judgement, no longer subject to appeal, to release (a part of) the Escrow Amount to the Purchaser and/or the Stichting, the Escrow Agent shall release (a part of) the Escrow Amount in full compliance with such lawyer's opinion.

6. Escrow Account Interest

The Escrow Account Interest is the interest as received in the Escrow Account. The Party that is entitled to the Escrow Amount (or part thereof) is also entitled to the accrued Escrow Account Interest relating thereto. The Escrow Account Interest shall be released one month after the release of the Escrow Amount or the last part thereof.

7. Escrow & Settlement Terms and Conditions

The Escrow Agent shall have only those duties, obligations and responsibilities expressly specified in this Escrow & Settlement Agreement and shall have no implied duties, obligations and responsibilities.

The Escrow & Settlement Terms and Conditions, annexed to this Escrow & Settlement Agreement as Schedule 0, shall be deemed to form part of this Escrow & Settlement Agreement.

In the event of a conflict between the body of this Escrow & Settlement Agreement and the Escrow & Settlement Terms and Conditions, the body of this Escrow & Settlement Agreement shall prevail.

8. Contact details

Any notice, instruction and communication addressed to the Escrow Agent shall only be deemed to be valid if made in writing, in English and duly executed and if the following address and contact details are used and if such notice, instruction and communication is confirmed to be received by the Escrow Agent:

ABN AMRO Bank N.V.

ABN AMRO Escrow & Settlement

Attn. the Operations Director

Blaak 555 (PAC: GP0765)

3011 GB Rotterdam

P.O. Box 1898

3000 BW Rotterdam

The Netherlands

Facsimile: +31 10 4016225

E-mail: escrow-settlement@nl.abnamro.com

The Escrow Agent is entitled to rely on all information contained in Schedule A of this

Escrow & Settlement Agreement.

The Parties are entitled to amend their address and account details by means of submitting a duly executed notice to that extent to the Escrow Agent.

130405 Draft Escrow Agreement CarCare Tax

9. Escrow Agent Fees

The Escrow Agent Fee per release (the Release Fee) of the Escrow Amount (or any part thereof) to a beneficiary shall be EUR 250 (in words: two hundred and fifty euro). The Release Fee shall be due and payable by such Party which is beneficiary of a release and shall be paid by means of withholding the applicable amount from the amount(s) which is/are released by the Escrow Agent.

Any addendum or amendment to this Escrow & Settlement Agreement (an Addendum) shall be charged at EUR 2.000,00 (in words: two thousand euro), due and payable in equal parts by the Stichting on the one hand and the Purchaser on the other hand.

An amendment in Schedule A is, for the purpose of this article, considered not to be an Addendum.

All Escrow Agent Fees are excluding VAT.

10. Termination

This Escrow & Settlement Agreement terminates with immediate effect as per the moment the outstanding balance on the Escrow Account amounts to nil euro for more than ten consecutive Dutch business days.

This Escrow & Settlement Agreement may be terminated by the Parties jointly in writing observing a 45 days notice period.

As of termination the Escrow Agent shall be discharged of its obligations under this

Escrow & Settlement Agreement.

11. Assignment or transfer of rights

No Party may assign or transfer any of its rights and/or obligations under this Escrow

& Settlement Agreement without prior written consent of the other Party and the Escrow Agent.

12. Confidentiality

Save when required by applicable laws or regulations of any competent regulatory authority or court, neither the Escrow Agent, nor any of the Parties shall divulge any information in relation to this Escrow & Settlement Agreement, including the existence of this Escrow & Settlement Agreement and the provisions set out herein.

13. Governing law

This Escrow & Settlement Agreement is governed by and construed in accordance with the laws of The Netherlands.

Any dispute arising from or connected with this Escrow & Settlement Agreement is subject to the exclusive jurisdiction of the competent court in Amsterdam, The Netherlands.

14. Counterparts

This Escrow & Settlement Agreement may be executed in any number of counterparts, all of which, taken together constitute one agreement and any Party may enter into this Escrow & Settlement Agreement by executing a counterpart.

130405 Draft Escrow Agreement CarCare Tax

SCHEDULES:

Schedule A Address and Account Details

Schedule B Template of Escrow Release Notice

Schedule C Template of Escrow Stichting Entitlements Notice

Schedule D Escrow & Settlement Terms and Conditions

Signature page to follow

130405 Draft Escrow Agreement CarCare Tax

The undersigned each agree to be bound by the terms of this Escrow & Settlement Agreement and the Escrow & Settlement Terms and Conditions (annexed as Schedule D) attached thereto.

For and on behalf of the Purchaser

By:	By:
Date:	Date:

For and on behalf of the Stichting

By:	By:
Date:	Date:

For and on behalf of ABN AMRO Bank N.V.

By:	By:
Date:	Date:

130405 Draft Escrow Agreement CarCare Tax

SCHEDULE A

Address and Account details
Purchaser	Company Name	LKQ Netherlands B.V.
	Address	's-Gravelandseweg 379
	Postal Code and City	3125 BJ Schiedam
	Country	The Netherlands
	VATno.	[=]
	Duly represented by
	Contact person	[=]
	Telephone / Fax	[=]	[=]
	E-mail	[=]
	Account in name of	[=]
	Account number	[=]
	IBAN number	[=]
	Bank	[=]
	Bank address	[=]
	Swift address	[=]
Stichting	Company Name	Stichting Carcare
	Address	Oosteinde 19
	Postal Code and City	1017 WT Amsterdam
	Country	The Netherlands
	VATno.	N/A
	Duly represented by	H2 Equity Partners B.V.
	Contact person	Patrick Kalverboer and Harmen Geerts
	Telephone / Fax	+31206790822	+31206758359
	E-mail	p.kalverboer@h2ep.com and	h.geerts@h2ep.com
	Account in name of	[=]
	Account number	[=]
	IBAN number	[=]
	Bank	[=]
	Bank address	[=]
	Swift address	[=]

130405 Draft Escrow Agreement CarCare Tax

SCHEDULE B

Template of Escrow Release Notice

To: ABN AMRO Escrow & Settlement

Attn.the Operations Director

From:        [=]

Date:        [=]

Re:         Escrow & Settlement Agreement CarCare Tax

On [=], the Escrow Agent, the Purchaser and the Stichting have entered into an Escrow & Settlement Agreement with Escrow Reference CarCare Tax. Unless otherwise defined herein, capitalised terms in this notice shall have the meaning ascribed to them in the Escrow & Settlement Agreement.

In compliance with Clause 5.2 of the Escrow & Settlement Agreement, the undersigned notify the Escrow Agent to proceed to the release of all or part of the Escrow Amount as follows:

Amount to be released    

Amount to be released	:
In writing	:
Beneficiary	:	Stichting

For and on behalf of the Purchaser	For and on behalf of the Stichting
By:	By:
Date:	Date:

Please attach to the Escrow Release Notice appropriate document certifying the authority of each of the signatories representing the relevant party.

130405 Draft Escrow Agreement CarCare Tax

SCHEDULE C

Template of Escrow Stichting Entitlements Notice

To:        ABN AMRO Escrow & Settlement

Attn. the Operations Director

From:         the Stichting

Date:         [=]

Re:        Escrow Agreement CarCare Tax

On [=], the Escrow Agent, the Purchaser and the Stichting have entered into an Escrow Agreement with Escrow Reference CarCare. Unless otherwise defined herein, capitalised terms in this notice shall have the meaning ascribed to them in the Escrow Agreement.

In compliance with Clause 5.1 of the Escrow Agreement, the undersigned notify the Escrow Agent that each and every release to the Stichting of (a part of) the Escrow Amount pursuant to the Escrow Release Conditions 5.1 shall be executed by the Escrow Agent in strict conformity with the following apportionment

Stichting 100 Percent

For and on behalf of the Stichting CarCare

By:

Date:

130405 Draft Escrow Agreement CarCare Tax

SCHEDULE D

ESCROW & SETTLEMENT TERMS AND CONDITIONS

The Escrow Amount

1. a. These Escrow & Settlement Terms and Conditions shall apply to and form an integral part of this Escrow & Settlement Agreement and any amendments made thereto at a later date, such original Escrow & Settlement Agreement and/or amendments thereto hereinafter jointly and severally referred to as the "Escrow & Settlement Agreement", entered into by the Parties and the Escrow Agent. Any (general) terms and conditions used by either of the Parties in whatever form shall not be applicable to this Escrow & Settlement Agreement.

b. The Parties hereby explicitly agree that the Escrow Agent holds legal title to the Escrow Amount for the duration of this Escrow & Settlement Agreement and is administered by the Escrow Agent in accordance with the terms of this Escrow & Settlement Agreement.

2. The Escrow Agent shall have no obligations pursuant to this Escrow & Settlement Agreement other than those expressly stipulated herein. The Escrow Agent's sole obligation shall consist of the release of (any part of) the Escrow Amount(s), in accordance with the terms of this Escrow & Settlement Agreement. The Escrow Agent shall sufficiently maintain its operation to carry out its obligations hereunder. Nothing herein shall constitute a partnership or a joint legal title (gemeenschap) between the Parties and or Escrow Agent or any two or more of them.

3. The term "Entitlement" used herein refers to any entitlement to (a part of) the Escrow Amount by either Party and/or the Escrow Agent (or if applicable a third party) and as indicated in this Escrow & Settlement Agreement.

4. The Escrow Agent hereby irrevocably and unconditionally waives any right it might have under applicable law to set-off its obligation to release an Entitlement, against any claims it might have on the person or entity entitled to such Entitlement other than claims and/or Entitlements based upon this Escrow & Settlement Agreement.

5. Any Interest received over the Escrow Amount is due and payable to the Escrow Agent as part of its remuneration, unless expressly otherwise agreed between the Parties and the Escrow Agent in this Escrow & Settlement Agreement.

6. The Escrow Agent shall keep complete and accurate books of the Escrow Account and records relating to the Escrow Amount received and released by it hereunder. Each of the Parties shall be entitled to audit the Escrow Agent's books relating to the administration and the release of the Escrow Amounts at its own expense, but no more than once every 12 months during the term of this Escrow & Settlement Agreement. In any such case, the Escrow Agent shall be entitled to charge a reasonable hourly fee for providing assistance, information and services related to such audit. Such fees shall, for the purpose of this Escrow & Settlement Agreement, be deemed Escrow Agent Expenses and shall be due and payable by the Party that has instigated the audit.

Fees and Expenses

7. a. It is agreed that the Escrow Agent shall be paid fees in a form as agreed upon in this Escrow & Settlement Agreement ("Escrow Agent Fees") in exchange for its services rendered under this Escrow & Settlement Agreement. The Escrow Agent is allowed to retain both the Escrow Agent Fees, and the expenses incurred by it in connection with this Escrow & Settlement Agreement ("Escrow Agent Expenses") against the Entitlements of the Parties. In the event that any amounts owed to the Escrow Agent are not settled when due, the Escrow Agent shall be irrevocably authorised at any time to effect payment out of the Escrow Account, without prejudice to any payment obligation of the Parties.

b. The Escrow Agent Fees shall be non-refundable and shall be due and payable as agreed in this Escrow & Settlement Agreement.

c. The Escrow Agent Expenses shall include any costs and expenses incurred by the Escrow Agent in connection with its activities hereunder, including (but not limited to) bank charges.

d. VAT is a mandatory tax imposed on fees for professional services. Each Party shall be responsible for the correctness of the VAT number referenced in Schedule A. VAT will always be charged on top of our fees to Dutch tax resident entities. To the extent we are provided with a VAT number and an entity is a non Dutch EU tax resident, the Escrow Agent will apply the so called 'reverse charge'. This means that all fees shall be invoiced exclusive of VAT. The reverse charge will always be applied with respect to entities which are non EU tax resident, even when no VAT number is submitted to the Escrow Agent. Possible levy of VAT tax shall be governed by the applicable local tax regulations.

e. All amounts due by a Party to the Escrow Agent under this Escrow & Settlement Agreement shall be paid gross, except if taxes need to be deducted or added. If taxes were to be deducted from any amounts paid or to be paid by a Party to the Escrow Agent, such Party shall pay the additional amounts required to ensure that the amount received by the Escrow Agent is equal to the full amount which it would have received if the relevant payment had not been subject to the deduction of such taxes. If taxes were to be added to any amounts paid by any Party, such Party shall pay such taxes on top of such amounts. Furthermore such Party shall reimburse the Escrow Agent for any taxes paid with regard to this Escrow & Settlement Agreement. All Entitlements to be released by the Escrow Agent hereunder shall be released without deducting or withholding taxes in respect thereof, unless the Escrow Agent is obliged under applicable law to deduct or withhold taxes in respect of such Entitlements, as the case may be. In such cases the Escrow Agent shall, vis-a-vis the person or entity to which such Entitlement pertains, be entitled to deduct or withhold such taxes prior to such Entitlement being released. If at any time the Escrow Agent determines that the (value of) the Escrow Amount is not sufficient to make the necessary deductions or with holdings, the Parties, jointly and severally, shall at the Escrow Agent's request, forthwith pay the amount of any such shortfall or the estimated amount thereof in the Escrow Account.

130405 Draft Escrow Agreement CarCare Tax

Liability of the Escrow Agent

8. a The Escrow Agent shall be indemnified and held harmless jOintly and severally by the Parties against any and all costs, expenses, damages or losses suffered by the Escrow Agent in connection with any action, suit, proceeding, claim or demand, which in any way, directly or indirectly, arises from or relates to the performance of the duties of the Escrow Agent pursuant to the provisions of this Escrow & Settlement Agreement, except in the event of gross negligence (grove no/atigheid) or willful misconduct (opzet) by the Escrow Agent.

b. The Escrow Agent shall not be liable for any damages or losses occurring as a result of any act, mistake or omission made by it in good faith or by reason of any other matter or thing, except in the event of gross negligence (grove no/atigheid) or willful misconduct (opzet) by the Escrow Agent. In no event shall the Escrow Agent be liable for any consequential, indirect or unforeseeable damages.

9. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions or demands from any party to this Escrow & Settlement Agreement which in its opinion conflict with any provisions of this Escrow & Settlement Agreement, or if the Escrow Agent reasonably assumes that it becomes illegal, or impossible for reasons outside the Escrow Agent's control, to carry out any of the provisions hereof, the Escrow Agent shall be entitled to refrain from taking any action, until in its opinion, the uncertainty has been solved. The Escrow Agent shall not be required to take any legal action or to institute (or defend its position in) legal proceedings. If the Escrow Agent does elect to act it may do so only to the extent that it shall have received such security as it may require (whether by way of payment in advance or otherwise) for any cost or expenses relating thereto.

10. a. The Escrow Agent shall never be under any duty to make a payment of any amount, which exceeds the balance on the Escrow Account at any point in time.

b. Any liability arising from obligations of the Escrow Agent under this Escrow & Settlement Agreement shall be restricted to and shall never exceed the Escrow Amount.

11. a. The Escrow Agent shall be entitled to rely on information, reasonably believed by the Escrow Agent to be correct, provided to the Escrow Agent by a Party and on any document or correspondence reasonably believed by the Escrow Agent to be genuine and to have been sent or signed by the person by whom it purports to have been sent or signed. Provided the Escrow Agent has acted reasonably, it shall not be liable to any Party for any consequence of any such reliance.

b. The Escrow Agent may, in its sole discretion and notwithstanding article 11 a of the Escrow & Settlement Terms and Conditions hereto, request that an Escrow Release Notice should be submitted to the Escrow Agent in legalised and apostilled form, whereas the legalisation should at least refer to (f) the authenticity of the signatures of the individuals who have purportedly executed the Escrow Release Notice and (ii) the fact that the individuals who have executed the Escrow Release Notice had the representational authority to do so. Insofar as it is not possible to provide an Escrow Release Notice in apostilled form, the Escrow Agent may, in its reasonable discretion, require that the Escrow Release Notice is legalised up until a Dutch Embassy or a Dutch Consulate.

12. Any claims in relation to the Escrow Agent's liability hereunder shall be made within fifteen calendar days after the occurrence of the event upon which the claim is based.

Miscellaneous

13. The Parties explicitly agree not to attach the Escrow Amounts nor to take any other legal action against the Escrow Agent, which will or may impede the Escrow Agent's performance of its obligations under this Escrow & Settlement Agreement.

14. Where reference is made to a 'Dutch Business Day' or a 'Business Day' in this Escrow & Settlement Agreement, this shall mean each such day during which banks are open for general business in The Netherlands.

15. Confirmations from Escrow Agent with regard to the balance of the Escrow Amount or amounts received in the Escrow Account can be in the format of (electronic) bank statements and/or account statements and shall be conclusive evidence with respect to the Escrow Amount.

16. The Escrow Agent shall use its best effort to process Notices it receives prior to 12.00 hours CET time on a Business Day on that same Business Day, whereas the Escrow Agent does not have any obligation whatsoever to process a Notice it receives after 12.00 hours CET time on a Business Day on that same Business Day.

17. This Escrow & Settlement Agreement replaces and annuls any agreement, communication, offer, proposal, or correspondence, oral or written, exchanged or concluded between the Parties and the Escrow Agent and relating to the same matter, unless explicitly agreed otherwise in writing.

130405 Draft Escrow Agreement CarCare Tax

Schedule 14

Restrictive covenants

Execution version

SCHEDULE 14 RESTRICTIVE COVENANTS

The Parties have agreed the following:

1.1. None of the Sellers will, for a period of three (3) years following the Completion Date, for their own account or in conjunction with or on behalf of any person, firm or company carry on or be engaged, concerned or interested, directly or indirectly,whether as shareholder, director, employee, partner, agent or otherwise, carry on or be engaged in:

a. wholesale distribution of automotive parts (including for the avoidance of doubt body parts) and light garage tools for the independent aftermarket for passenger cars and light commercial vehicles in the Netherlands, Belgium, Luxembourg and France; and/or

b. the supply of automotive parts that have price or quality similarities with the Company's Nipparts brand to wholesale distributors in the Netherlands, Belgium, Luxembourg, France, Norway, Sweden, Finland, Iceland, Denmark, Germany, Austria, Switzerland, Italy, Spain, Russia and Portugal.

1.2. H2 Equity Partners shall, as long as funds managed by H2 Equity Partners (indirectly) own a controlling equity interest in Unipart, procure that Unipart shall not gain any business advantage over the Group from the knowledge of H2 Equity Partners relating to the Group.

1.3. None of the Sellers will, for a period of two (2) years following the Completion Date, for their own account or in conjunction with or on behalf of any person, firm or company:

c. solicit or entice away or attempt to solicit or entice away from the Group the custom of any person, firm, company or organisation who shall at any time within the year preceding the Completion Date have been a customer of the Group; or

d. enter into any contract for sale and purchase or accept business from any person, firm, company or organisation who shall at any time within the year preceding the Completion Date have been a customer of the Group, in the Netherlands, Belgium, Luxembourg and France.

1.4. None of the Sellers will, for a period of two (2) years following the Completion Date, for their own account or in conjunction with or on behalf of any person, firm or company, employ, solicit, entice away or attempt to employ, solicit or entice

44

Execution version

away from the Group any person who at the Completion Date can reasonably be deemed a key employee of the Group, whether or not such person would commit a breach of contract by reason of leaving such employment. For the avoidance of doubt, the restrictions in this Schedule 1.4 shall not apply to any individual who currently is involved with Unipart or any other company affiliated to H2 Equity Partners, and shall not prevent Unipart or any other company affiliated to H2 Equity Partners from undertaking general recruitment activities, or from negotiating with and recruiting any person who replies to any such contact or advertisement or who initiates any contact with Unipart or any other company affiliated to H2 Equity Partners, provided that such recruitment activity was not targeted at Group Company employees by virtue of being Group Company employees.

1.5. The Sellers shall procure that all of their Affiliates, including for the avoidance of doubt H2 Equity Partners, shall be bound by and observe the provisions of this Schedule 14 as if they were parties covenanting with the Purchaser on the same terms as this Schedule 14.

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EX-10.2

Exhibit 10.2

PROPOSED ACTIVITY AGREEMENT

Notwithstanding paragraph 3 of schedule 6 of the agreement for the sale and purchase of shares in Euro Car Parts Holdings Limited (“Agreement”) between Draco Limited ("Seller"), LKQ Euro Limited ("Buyer") and LKQ Corporation ("Guarantor") dated October 3, 2011, Seller, Buyer and Guarantor agree as follows notwithstanding any term to the contrary set forth in schedules 6 and 7 of the Agreement:

Recital

In the light of its anticipated expansion in Europe and further acquisition and branch expansion plans in the United Kingdom, Buyer intends to make further changes to the Business Plan and to adjust ECP management priorities during the course of 2013.

Agreement

1. Effective as of completion of an acquisition by LKQ Corporation or its affiliate of a business in Europe prior to July 1, 2013 ("Long-Stop Date") for consideration in excess of EUR 100 million (the "Condition"):

(a) Buyer shall not be bound by any obligation under schedule 6 of the Agreement (other than paragraphs 1.1 and 1.2 of schedule 6);

(b) solely for purposes of determining the amount of the Contingent Consideration payable by Buyer to Seller in relation to the 2013 EBITDA Target (but not to any other person or entity), the 2013 EBITDA shall be deemed to be the higher of the 2013 EBITDA and the 2013 EBITDA Target; and

(c) each of Buyer and Guarantor shall jointly and severally indemnify each of Seller and Sukhpal Singh Ahluwalia ("SSA") and keep them indemnified in relation to any Losses suffered or incurred by them arising from or in connection with any claims by any Flowering Shareholder arising from or in connection with the entry into this Agreement, the release of Buyer from its obligations under schedule 6 without agreeing any adjustments to the 2013 EBITDA as envisaged by paragraph 3 of schedule 6 and/or any consent given by Seller or SSA to any matter which would otherwise constitute a breach by Buyer of schedule 6.

2. For the avoidance of doubt, if the Condition is not satisfied by the Long-Stop Date, this Agreement shall cease to be of force and effect and schedule 6 of the Agreement shall continue to apply. The Buyer shall give written notice of the satisfaction of the Condition to the Seller.

3. SSA shall be entitled to enforce the terms of this agreement in accordance with the Contracts (Rights of Third Parties) Act 1999.

4. Except as set forth above, the terms of the Agreement shall remain unchanged and in full force and effect. Initially capitalized terms used herein shall have the meanings ascribed to such terms in the Agreement.

7144777-2

5. This Agreement shall be governed by and construed in accordance with English law and each of the parties submits to the exclusive jurisdiction of the courts of England and Wales over any claim, dispute or matter arising under or in connection with this Agreement.

This Agreement is executed by the parties as a deed on April 22nd, 2013

EXECUTED AS A DEED by         ) /s/ S SINGH

DRACO LIMITED        )

acting by        ) S Singh, as liquidator of Draco LTD

without any personal liability

in the presence of:

Witness signature: /s/ STEPHANIE IP

Witness name: Stephanie IP

Witness address: 43/45 La Motte Street, St Helier, Jersey, JE4 8SD

Witness occupation: Assistant Manager

EXECUTED AS A DEED by         ) /s/ JOHN QUINN

LKQ EURO LIMITED        )

acting by a director        ) Executive Vice President

in the presence of:

Witness signature: /s/ KARI KLOC

Witness name: Kari Kloc

Witness address: 500 W. Madison St., Ste. 2800, Chicago, IL 60661

Witness occupation: Assistant

EXECUTED AS A DEED by         ) /s/ ROB WAGMAN

LKQ CORPORATION        )

acting by:        ) President

Authorised signatory

Authorised signatory

7144777-2

EX-10.3

Exhibit 10.3

(Multicurrency—Cross Border)

ISDA®

International Swap Dealers Association. Inc.

MASTER AGREEMENT

dated as of August 18, 2011

WELLS FARGO BANK, NATIONAL ASSOCIATION and LKQ CORPORATION

have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.

Accordingly, the parties agree as follows:—

1.    Interpretation

(a)    Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.

(b)    Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.

(c)    Single Agreement.All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions.

2.    Obligations

(a)    General Conditions.

(i)Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

(ii)Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.

(iii)Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.

Copyright ©1992 by International Swap Dealers Association, Inc.

(b)    Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.

(c)    Netting. If on any date amounts would otherwise be payable:—

(i) in the same currency; and

(ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.

(d)    Deduction or Withholding for Tax.

(i)Gross-Up.    All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:—

(1) promptly notify the other party (“Y”) of such requirement;

(2)pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;

(3)promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and

(4)if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:—

(A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i),

4(a)(iii) or 4(d); or

(B)the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

2     ISDA ® 1992

(ii)Liability. If:—

(1)X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);

(2)X does not so deduct or withhold; and

(3)a liability resulting from such Tax is assessed directly against X,

then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.

3.    Representations

Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:—

(a)    Basic Representations.

(i) Status. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing;

(ii) Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance;

(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(iv) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

3     ISDA ® 1992

(b)    Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

(c)    Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.

(d)    Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.

(e)Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

(f)    Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

4.    Agreements

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:—

(a)    Furnish Specified Information. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:—

(i)any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;

(ii)any other documents specified in the Schedule or any Confirmation; and

(iii)upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

(b)Maintain Authorisations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

(c)Comply with Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

(d)Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

(e)Payment of StampTax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated,

4     ISDA ® 1992

organised, managed and controlled, or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.

5. Events of Default and Termination Events

(a)Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an “Event of Default”) with respect to such party:—

(i)Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party;

(ii)Breach of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

(iii)Credit Support Default.

(1)Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed;

(2)the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or

(3)the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document;

(iv)Misrepresentation. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;

(v)Default under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

(vi)Cross Default. If “Cross Default” is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however

5     ISDA ® 1992

described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period);

(vii)Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:—

(1)is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or

(viii)Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:—

(1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or

(2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

(b)    Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event

6     ISDA ® 1992

Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:—

(i)    Illegality.Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):—

(1) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or

(2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction;

(ii) Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));

(iii) Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii);

(iv) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or

(v) Additional Termination Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

(c)    Event of Default and Illegality. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.

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6.    Early Termination

(a)Right to Terminate Following Event of Default.If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(l), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)Right to Terminate Following Termination Event.

(i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require.

(ii) Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(l) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.

If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after notice is given under Section 6(b)(i).

Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

(iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event.

(iv)Right to Terminate. If:—

(1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or

(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,

either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then

8     ISDA ® 1992

continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.

(c)    Effect of Designation.

(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

(ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).

(d)    Calculations.

(i)Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation.

(ii) Payment Date.An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(e)    Payments on Early Termination. If an Early Termination Date occurs. the following provisions shall apply based on the parties' election in the Schedule of a payment measure, either “Market Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off.

(i) Events of Default. If the Early Termination Date results from an Event of Default:—

(1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.

(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party's Loss in respect of this Agreement.

(3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the

9     ISDA ® 1992

Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party's Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(ii)    Termination Events. If the Early Termination Date results from a Termination Event:—

(1) One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.

(2) Two Affected Parties. If there are two Affected Parties:—

(A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount (“X”) and the Settlement Amount of the party with the lower Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and

(B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower Loss (“Y”).

If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y.

(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because “Automatic Early Termination” applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).

(iv) Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.

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7.    Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:—

(a)    a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and

(b)    a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.    Contractual Currency

(a)    Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into this Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.

(b)    Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term “rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.

(c )    Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

(d)    Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

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9.    Miscellaneous

(a)    Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.

(b)    Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

(c)Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

(d)    Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

(e)    Counterparts and Confirmations.

(i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

(ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation.

(f)    No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

(g)    Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

10.     Offices; Multibranch Parties

(a)    If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.

(b)    Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.

(c)    If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.

11.    Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document

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to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.

12.    Notices

(a)    Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:—

(i) if in writing and delivered in person or by courier, on the date it is delivered;

(ii) if sent by telex, on the date the recipient's answerback is received;

(iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine);

(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or

(v) if sent by electronic messaging system, on the date that electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day.

(b)Change of Addresses. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it.

13.    Governing Law and Jurisdiction

(a)Governing Law.This Agreement will be governed by and construed in accordance with the law specified in the Schedule.

(b)    Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably:—

(i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and

(ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

(c)    Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any

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reason any party's Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law.

(d)    Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.

14.    Definitions

As used in this Agreement:—    

“Additional Termination Event” has the meaning specified in Section 5(b).

“Affected Party” has the meaning specified in Section 5(b).

“Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.

“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.

“Applicable Rate” means:—

(a)    in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)    in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate;

(c)    in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and

(d)    in all other cases, the Termination Rate.

“Burdened Party” has the meaning specified in Section 5(b).

“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

“consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.

“Credit Event Upon Merger” has the meaning specified in Section 5(b).

“Credit Support Document” means any agreement or instrument that is specified as such in this Agreement.

“Credit Support Provider” has the meaning specified in the Schedule.

“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.

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“Defaulting Party” has the meaning specified in Section 6(a).

“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).

“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.

“Illegality” has the meaning specified in Section 5(b).

“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and “lawful” and “unlawful” will be construed accordingly.

“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.

“Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets.

“Market Quotation” means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have

15     ISDA ® 1992

been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.

“Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.

“Non-defaulting Party” has the meaning specified in Section 6(a).

“Office” means a branch or office of a party, which may be such party's head or home office.

“Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Reference Market-makers” means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city.

“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.

“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.

“Set-off” means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer.

“Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of:—

(a)    the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and

(b)    such party's Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result.

“Specified Entity” has the meaning specified in the Schedule.

16     ISDA ® 1992

“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.

“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

“Stamp Tax” means any stamp, registration, documentation or similar tax.

“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.

“Tax Event” has the meaning specified in Section 5(b).

“Tax Event Upon Merger” has the meaning specified in Section 5(b).

“Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately before that Early Termination Date).

“Termination Currency” has the meaning specified in the Schedule.

“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.

“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.

“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market

17     ISDA ® 1992

value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

WELLS FARGO BANK, NATIONAL ASSOCIATION		LKQ CORPORATION
(Party A)		(Party B)
By:	/s/ SUSAN STAHLBERG	By:	/s/ JOHN S. QUINN
Name:	Susan Stahlberg	Name:	John S. Quinn
Title:	Authorized Signatory	Title:	Executive Vice President and Chief Financial Officer
Date:	9/7/2011	Date:	9/7/2011

18     ISDA ® 1992

SCHEDULE

to the

MASTER AGREEMENT

dated as of August 18, 2011

between

WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (“Party A”) and LKQ CORPORATION, a corporation organized and existing under the laws of theState ofDelaware (“Party B”)

Part 1

Termination Provisions

In this Agreement:

(a)    “Specified Entity” means in relation to Party A for the purpose of:

Section 5(a)(v),    NONE

Section 5(a)(vi),    NONE

Section 5(a)(vii),    NONE

Section 5(b)(iv),    NONE

and in relation to Party B for the purpose of:

Section 5(a)(v),    MATERIAL AFFILIATES OF PARTY B

Section 5(a)(vi),    MATERIAL AFFILIATES OF PARTY B

Section 5(a)(vii),    MATERIAL AFFILIATES OF PARTY B

Section 5(b)(iv),    MATERIAL AFFILIATES OF PARTY B

(b)    “Specified Transaction” will have the meaning given to it in Section 14 of this Agreement.

(c) The “Cross Default” provisions of Section 5 (a)(vi) will apply to Party A and to Party B but shall exclude any default that results solely from wire transfer difficulties or an error or omission of an administrative or operational nature (so long as sufficient funds are available to the relevant party on the relevant date), but only if payment is made within three Local Business Days after such transfer difficulties, or the error or omission has been discovered.

If such provisions apply:

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“Specified Indebtedness” means any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money and any Derivative Transaction other than any Specified Transaction, except that indebtedness or obligations in respect of deposits received in the ordinary course of a party’s banking business shall not constituteSpecified Indebtedness.

“Threshold Amount” means

(i)    with respect to Party A, an amount equal to 3% of the Shareholders Equity (as hereinafter defined) of WFC, and

(ii)    with respect to Party B, or any Specified Entity or Credit Support Provider, 2% of the stockholders’ equity (however described) of Party B or the relevant Specified Entity or the Credit Support Provider as shown on the most recent annual audited financial statements of Party B or the relevant Specified Entity or the Credit Support Provider or financial statements acceptable to Party A in its sole discretion.

“Shareholders Equity” means an amount equal to WFC’s total assets minus its total liabilities, as reflected on WFC’s most recent audited financial statements.

(d) The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will apply to Party A and will apply to Party B, amended as follows:

“‘Credit Event Upon Merger’ shall mean that a Designated Event (as defined below) occurs with respect to a party, any Credit Support Provider of the party or any applicable Specified Entity (any such party or entity, “X”), and such Designated Event does not constitute an event described in Section 5(a)(viii) but the creditworthiness of X, or, if applicable, the successor, surviving or transferee entity of X, is materially weaker than that of X immediately prior to such event. In any such case the Affected Party shall be the party with respect to which, or with respect to the Credit Support Provider or Specified Entity of which, the Designated Event occurred, or, if applicable, the successor, surviving or transferee entity of such party. For purposes hereof, a Designated Event means that, after the date hereof:

(i) X consolidates, amalgamates with or merges with or into, or transfers all or substantially all its assets to, or receives all or substantially all the assets or obligations of, another entity; or

(ii) any person or entity acquires directly or indirectly the beneficial ownership of equity securities having the power to elect a majority of the board of directors of X or otherwise acquires directly or indirectly the power to control the policy‑making decisions of X.”

(e) The “Automatic Early Termination” provision of Section 6(a) will not apply to Party A and will not apply to Party B.

(f)    “Payments on Early Termination”. For the purpose of Section 6(e) of this Agreement:

(i)    Loss will apply.

(ii)    The Second Method will apply.

(g)    “Termination Currency” means United States Dollars.

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(h) “Additional Termination Event” will apply. Each of the following shall constitute an Additional Termination Event:

(i)     (A) The expiration, termination, or acceleration of any Credit Support Document, or (B) the failing or ceasing of any Credit Support Document to be in full force and effect, or (C) an event of default or termination event (howsoever defined or described, and, after taking into account any applicable notice and cure periods) under any Credit Support Document, in each case prior to the satisfaction of all obligations of Party B to Party A or any of Party A’s Affiliates whether under this Agreement or otherwise;

(ii)     Party A or any of its Affiliates terminates its obligation to extend credit to Party B, any Specified Entity of Party B, or any Credit Support Provider of Party B, for any reason (including as a result of a pre-payment of borrowed money by Party B, any Specified Entity or any Credit Support Provider of Party B); or

(iii)     Any collateral, security interest, or other credit support which secures the performance obligations of Party B to Party A or any of its Affiliates, whether under this Agreement or otherwise, (A) becomes unavailable to secure or ceases to secure Party B’s obligations, or (B) no longer secures Party B’s obligations at the same level of seniority as at the date of this Agreement, or (C) ceases to equally and ratably secure the obligations of Party B to Party A or any of its Affiliates with the senior lenders of Party B, its Specified Entity or its Credit Support Provider, or (D) is released at any time for any reason.

For the purpose of the foregoing Additional Termination Events, Party B shall be deemed to be the Affected Party.

Part 2

Tax Representations

(a) Payer Tax Representation. For the purpose of Section 3(e), Party A and Party B hereby     make the following representation:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e)) to be made by it to the other party under this Agreement. In making this representation, it may rely on:

(i) the accuracy of any representation made by the other party pursuant to Section 3(f);

(ii) the satisfaction of the agreement of the other party contained in Section 4(a)(i) or 4(a)(iii) and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii); and

(iii) the satisfaction of the agreement of the other party contained in Section 4(d);

provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b) Payee Tax Representations. For the purpose of Section 3(f), Party A and Party B make the representation(s) specified below:

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(i)    The following representation applies to Party A:

Party A is a national bank organized under the laws of the United States of America.

(ii) The following representation applies to Party B:

Party B is a corporation organized under the laws of Delaware.

Part 3

Agreement to Deliver Documents

For the purpose of Sections 4(a) (i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable:

(a)    Tax forms, documents or certificates to be delivered are:

Party required to deliver document	Form/Document/Certificate	Date by which to be delivered
Party A and Party B	Department of the Treasury Internal Revenue Service Form W‑9	On or before execution of this Agreement

(b)    Other documents to be delivered are:

Party required to deliver document	Form/Document/ Certificate	Date by which to be delivered	Covered by Section 3(d) Representation
Party A	Signature authentication satisfactory to the other party.	Upon request by Party B	YES
Party B	Signature authentication satisfactory to the other party.	On or before execution of this Agreement	YES
Party B	Copy (certified by an officer) of the board resolution (or equivalent authorizing documentation) permitting the entering into of this Agreement and Transactions hereunder in the form satisfactory to the other party.	On or before execution of this Agreement	YES
Party B	Audited annual financial statements and unaudited quarterly financial	Upon request by Party A	Yes

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statements, and related statement of earnings and changes in financial condition, each prepared in accordance with generally accepted accounting principles and reasonably satisfactory to Party A.

Part 4

Miscellaneous

(a)    Addresses for Notices. For the purposes of Section 12(a) of this Agreement:

(i) All notices or communications to Party A shall, with respect to a particular Transaction, be sent to the address, telex number, or facsimile number reflected in the Confirmation of that Transaction, and any notice for purposes of Sections 5 or 6 shall be sent to:

Address: Wells Fargo Bank, National Association
550 California Street, 12^th Floor
MAC A0112-121
San Francisco, California 94104
Facsimile No.: (415) 986-2604
Attention: Derivatives Documentation Manager

(ii) All notices or communications to Party B shall be sent to the address, telex number, or facsimile number reflected below:

Address: LKQ Corporation
500 W. Madison Street, Suite 2800
Chicago, IL 60661

Attention: Chief Financial Officer

Telephone: (312) 621-1950

Facsimile: (312) 621-1529

(b)    Process Agent. For the purpose of Section 13 (c) of this Agreement:

(i) Party A is a Multibranch Party, and may act through its San Francisco Office or Charlotte Office or its London Branch, as specified in the relevant Confirmation. If any Confirmation for a Transaction is sent or executed by Party A without specifying its Office, it will be presumed that Party A’s Office for that Transaction is its San Francisco Office, absent notice to the contrary from Party A.

(ii) Party B is not a Multibranch Party.

(c) Offices. Section 10(a) will apply to this Agreement.

(d)    Multibranch Party. For the purpose of Section 10(c) of this Agreement:

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(i) Party A is a Multibranch Party, and may act through its San Francisco Office or Charlotte Office or its London Branch, as specified in the relevant Confirmation. If any Confirmation for a Transaction is sent or executed by Party A without specifying its Office, it will be presumed that Party A’s Office for that Transaction is its San Francisco Office, absent notice to the contrary from Party A.

(ii) Party B is not a Multibranch Party.

(e) Calculation Agent. The Calculation Agent is Party A, provided, that if an Event of Default with respect to Party A has occurred and is continuing, the parties agree to appoint jointly and expeditiously an independent leading dealer in the relevant underlying market to make the relevant calculation. Such dealer shall be selected in good faith from among dealers of the highest credit standing and such dealer’s calculation shall be binding and conclusive absent manifest error.

(f)    Credit Support Document. Details of any Credit Support Document:

With respect to Party A: not applicable; and

With respect to Party B: any agreement by Party B or Party B’s Affiliates (i) in respect of any obligation to repay borrowed money or to reimburse amounts paid under a letter of credit (including any interest or similar amounts with respect thereto) to Party A or any of Party A’s Affiliates, including but not limited to any reimbursement agreement or any security agreement, or (ii) that by its terms secures, collateralizes or provides credit enhancement of Party B’s obligations to Party A or any of Party A’s Affiliates whether under this Agreement or otherwise.

(g) Credit Support Provider. Credit Support Provider means:

With respect to Party A: not applicable; and

With respect to Party B: any entity other than Party B that provides a Credit Support Document and each party to a Credit Support Document that provides or is obligated to provide security, a guaranty or other credit support for Party B’s obligations hereunder.

(h) Governing Law and Jurisdiction. To the extent not otherwise preempted by U.S. Federal law, this Agreement will be governed by and construed in accordance with the law of the State of New York (without giving effect to any provision of New York law that would cause another jurisdiction’s laws to be applied). Section 13(b) of the Agreement is hereby amended by (i) deleting the word “non-exclusive” appearing in subparagraph (i) thereof and substituting therefor    the word “exclusive” and (ii) deleting the last sentence of Section 13(b) and substituting therefor the following sentence:

“Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction if (A) the courts of the State of New York or the United States District Court located in the Borough of Manhattan in New York City lacks jurisdiction over the parties or the subject matter of the Proceedings or declines to accept the Proceedings on the grounds of lacking such jurisdiction; (B) the Proceedings are commenced by a party for the purpose of enforcing against the other party’s property, assets or estate any decision or judgment rendered by any court in which Proceedings may be brought as provided hereunder; (C) the Proceedings are commenced to appeal any such court’s decision or judgment to any higher court with competent appellate jurisdiction over that court’s decisions or judgments if that higher court is located outside the State of New York or Borough of Manhattan, such as a federal court of appeals or the U.S. Supreme Court; or (D) any suit, action or proceeding has been commenced in another jurisdiction by or against the other party or against its

24

property, assets or estate (including, without limitation, any suit, action or proceeding described in Section 5(a)(vii)(4) of this Agreement), and, in order to exercise or protect its rights, interests or remedies under this Agreement, the party (1) joins, files a claim, or takes any other action, in any such suit, action or proceeding, or (2) otherwise commences any Proceeding in that other jurisdiction as the result of that other suit, action or proceeding having commenced in that other jurisdiction.”

(i)    Netting of Payments. Subparagraph (ii) of Section 2 (c) of this Agreement will apply.

(j) “Affiliate” will have the meaning specified in Section 14 of this Agreement.

(k)    Transfer. Section 7 is hereby amended by adding the words “(which consent shall not be unreasonably withheld)” in the third line thereof after the word “party” and before the comma, provided that among the reasons it shall be considered reasonable for a party to withhold its consent are the following: (i) its credit department is unwilling to credit approve the transfer to the transferee, or if such approval is subject to collateral or other credit support arrangements, such collateral or credit support arrangements would not be in place and properly perfected at the time of such transfer to cover all existing and future obligations of the transferee or  its credit support provider for the Transactions being transferred; (ii) it would be exposed to any increased legal, bankruptcy, regulatory or tax risks, liabilities or requirements as the result of such transfer (such risks to include, but not be limited to, the risk that settlement netting, close-out netting or collateral arrangements would not be enforceable in the event of the bankruptcy or insolvency of the transferee or its credit support provider, the risk that collateral may be clawed back in a bankruptcy or insolvency proceeding applicable to the transferee or its credit support provider, or the risk that the non-transferring party may not have a first perfected security interest or charge in the collateral to the exclusion of other creditors) or such transfer would cause it or the transferee to be in noncompliance with any legal or regulatory requirements; (iii) an Event of Default or Termination Event would exist before or after the transfer; (iv) there would be any deduction or withholding for or on account of any Tax from any payments it would be entitled to receive from the transferee for which the transferee is not obligated to fully gross up; or (v) when fewer than all Transactions are transferred, its credit exposure to the transferring party would increase as a result of the transfer.

Part 5

Other Provisions

(a) Definitions. The definitions and provisions contained in the 2006 ISDA Definitions (the “2006 ISDA Definitions”) as published by the International Swaps and Derivatives Association, Inc. are hereby incorporated into this Agreement by reference. For these purposes, all references in the 2006 ISDA Definitions to a “Swap Transaction” shall be deemed to apply to each Transaction entered into hereunder.

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(b) Set‑off. Section 6 of this Agreement is hereby amended by adding the following subsection at the end thereof:

“(f) Set-Off. Without affecting the provisions of this Agreement requiring the calculation of certain net payment amounts, all payments under this Agreement will be made without set off or counterclaim, except as provided as follows in this Section 6(f): Any amount (the “Early Termination Amount”) payable to one party (the Payee) by the other party (the Payer) under Section 6(e), in circumstances where there is a Defaulting Party or one Affected Party under either the Termination Event in Section 5(b)(iv) (if made applicable) or any Additional Termination Event will, at the option of the Non-Defaulting or non-Affected Party (as the case may be) (in either case “X”) (and without prior notice to the Defaulting Party or the Affected Party – in either case, “Y”) be reduced by its set-off and re-coupment against any amount(s) (the “Other Agreement Amount(s)”) payable (whether at such time or in the future or upon the occurrence of a contingency) by the Payee to the Payer (irrespective of the currency, place of payment or booking office of the obligation ) under any other agreement(s) or undertaking(s) between the parties or instruments issued or executed by one party to, or in favor of, the other party (and the Other Agreement Amount(s) will be discharged promptly and in all respects to the extent it is so set-off). X will give notice to the other party of any set-off effected under this Section 6(f).

For this purpose, either the Early Termination Amount or the Other Agreement Amount(s) (or the relevant portion of such amounts) may be converted by X into the currency in which the other is denominated at the rate of exchange at which X would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency.

If an obligation is unascertained, X may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained.

Nothing in this Section 6(f) shall be effective to create a charge or other security interest. This Section 6(f) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise”).

(c) Representations and Warranties. Section 3(a) is amended by adding the following paragraphs (vi), (vii) and (viii):

“(vi)    No Agency. It is entering into this Agreement and each Transaction as principal (and not as agent or in any other capacity, fiduciary or otherwise).

(vii)     Eligible Contract Participant. Each of Party A and Party B represents to the other (which representation shall be deemed repeated on each date a Transaction is entered into or amended) that it is an “eligible contract participant” as defined in the Commodity Exchange Act, as amended, and as such term may be further amended or interpreted under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

(viii)    Anti-Money Laundering. It has adopted and implemented anti-money laundering policies, procedures and controls that comply and will continue to comply in all respects with the requirements of the anti-money laundering laws and regulations to which it is subject, and it strictly adheres to such policies, procedures and controls. In accordance with these policies, procedures and controls, it verifies the identities of, and conducts due diligence (and, where appropriate, enhanced due diligence) with regard to its customers.”

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(d)     Additional Party B Representation.    Party B represents to Party A that the terms and conditions of this Agreement are no less favorable than the terms and conditions that Party B has with its other ISDA Agreement counterparties.

(e) Relationship Between Parties. In connection with the negotiation of, the entering into, of this Agreement, and any other documentation relating to this Agreement to which it is a party or that it is required by this Agreement to deliver, each party hereby represents and warrants, and, in connection with the negotiation of, the entering into, and the confirming of the execution of each Transaction, each party will be deemed to represent, to the other party as of the date hereof (or, in connection with any Transaction, as of the date which it enters into such Transaction) that (absent a written agreement between the parties that expressly imposes affirmative obligations to     the contrary for that Transaction):-

(i)    Non‑Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.

(ii)    Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

(iii)    Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.

(iv)    Related Transactions. It is aware that each other party to this Agreement and its Affiliates may from time to time (A) take positions in instruments that are identical or economically related to a Transaction or (B) have an investment banking or other commercial relationship with the issuer of an instrument underlying a Transaction.

(f) Waiver of Jury Trial. To the extent permitted by applicable law, each party hereby irrevocably waives any and all right to trial by jury in any suit, action or proceeding arising out of or relating to this Agreement or any Transaction and acknowledges that this waiver is a material inducement to the other party’s entering into this Agreement.

(g) Consent to Recording. Each party hereto consents to the monitoring or recording, at any time and from time to time, by the other party of the telephone conversations of trading and marketing personnel of the parties and their authorized representatives in connection with this Agreement or any Transaction or potential Transaction; and the parties, waive any further notice of such monitoring or recording and agree to give proper notice and obtain any necessary consent of such personnel for any such monitoring or recording.

(h) Outstanding Specified Transactions. Upon the effectiveness of this Agreement, all Specified Transactions then outstanding between the parties (regardless of when entered into), shall, unless the parties express their intent to not be subject to this Agreement by referencing the date hereof and this Part 5(g), be subject to the terms hereof.

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(i) Severance. In the event any one or more of the provisions contained in this Agreement is held to be invalid, illegal or unenforceable in any respect, such provisions shall be severed from this Agreement to the extent of such invalidity, illegality or unenforceability, unless such severance shall substantially impair the benefits of the remaining portions of this Agreement. The Agreement after such severance shall remain the valid, binding and enforceable obligation of the parties hereto.

(j) Payment Instructions. All payments to be made hereunder in respect of Transactions shall be made in accordance with standing payment instructions provided by the parties (or as otherwise specified in a Confirmation).

(k) Collateral and Security Interest. Party B hereby agrees that the obligations that are secured by any collateral or security interest granted pursuant to the Credit Support Documents with respect to Party B shall include any obligation pursuant to this Agreement and hereby represents and covenants that any approvals or consents that are necessary to make this Part 5(j) enforceable have been obtained.

(l)    Definitions.

(i) The following definition shall appear in Section 14 after the definition of “Defaulting Party”: “‘Derivative Transaction’ means:

(a) any transaction (including an agreement with respect thereto) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index forward, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, repurchase transaction, reverse repurchase transaction, precious metals transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross‑currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions); and

(b) any combination of these transactions.”

(ii) The following definition shall appear in Section 14 after the definition of “Loss”:

“‘Material Affiliates’ means all Affiliates that have more than 5% of the total consolidated group assets or account for more than 10% of total consolidated group income, in each case as reflected on the most recent audited consolidated financial statements of the group or financial statements acceptable to Party A in its sole discretion.”

(m) Confidential Information. Party A may share any information concerning Party B with its Affiliates to the extent it deems advisable or necessary to carry out the obligations and rights provided for it under this Agreement.

(n) Negative Pledge/Equally Ratable. So long as any of the obligations under this Agreement remain outstanding, Party B will not create any mortgage, pledge, lien or other security interest (each a “Security Interest”) on any of its assets unless (i) a Security Interest arises by operation of law, or (ii) Party A agrees to the creation of a Security Interest. If Party A agrees to the creation of a Security Interest, Party A shall be entitled equally and ratably to the benefits of an equivalent Security Interest to secure performance of all obligations of Party B under this Agreement.

(o) Scope of Agreement. Any Specified Transaction now existing or hereafter entered into between the parties (whether or not evidenced by a Confirmation) shall constitute a “Transaction” under this

28

Agreement and shall be subject to, governed by, and construed in accordance with the terms of this Agreement, unless the confirming document(s) for that Specified Transaction provide(s) otherwise. For any such Specified Transaction not evidenced by a Confirmation, Section 2(a)(i) of this Agreement is amended to read as follows: “(i) Each party will make each payment or delivery to be made by it under each Transaction, as specified in each Confirmation (or otherwise in accordance with the terms of that Transaction if not evidenced by a Confirmation), subject to the other provisions of this Agreement.”

Part 6

FX Transactions and Currency Option Transactions

(a) The 1998 FX and Currency Option Definitions.

(i)    The provisions of the 1998 FX and Currency Option Definitions as published by ISDA, Emerging Markets Traders Association and The Foreign Exchange Committee (the "FX Definitions"), are hereby incorporated herein in their entirety and shall apply to FX Transactions and Currency Option Transactions entered into by the Offices of the parties specified in Part 4(c) of this Agreement. FX Transactions, Currency Obligations and Currency Option Transactions are each deemed to be Transactions for purposes of this Agreement.

(ii)    Unless otherwise agreed to by the parties, all FX and Currency Option Transactions entered into between the parties prior to the date of this Agreement shall be deemed to be Transactions for purposes of this Agreement. The confirmation of all FX and Currency Option Transactions via any electronic media, telex, facsimile or writing shall constitute a "Confirmation" as referred to in this Agreement even where not so specified in the Confirmation. Such Confirmations will supplement, form a part of, and be subject to this Agreement.

(b) Article 3 General Terms Relating to Currency Option Transactions.

The FX Definitions are hereby amended by adding the following new Section 3.9:

“3.9. Discharge and Termination of Options. Unless otherwise agreed, any Call or Put written by a party will automatically be terminated and discharged, in whole or in part, as applicable, against a Call or Put, respectively, written by the other party, such termination and discharge to occur automatically upon the payment in full of the last Premium payable in respect of such Currency Option Transaction; providedthat such termination and discharge may only occur in respect of Currency Option Transactions with the same material terms, including but not limited to:

(i) each being with respect to the same Put and the same Call (i.e., a Put may only be discharged against another Put and not against a Call);

(ii) each having the same Expiration Date and Expiration Time;

(iii) each being of the same style (i.e., either both being of American or European Style);

(iv)    each having the same Strike Price;

(v) neither of which shall have been exercised;

(vi) each of which has been entered into by the same pair of Designated Netting Offices of the parties; and

29

(vii) each having the same procedures for exercise;

and, upon the occurrence of such termination and discharge, neither party shall have any further obligation to the other party in respect of the relevant Currency Option Transactions terminated and discharged. In the case of a partial termination and discharge (i.e., where the relevant Currency Option Transactions are for different amounts of the Currency Pair), the remaining portion of the Currency Option Transaction shall continue to be a Currency Option Transaction for all purposes hereunder.”

Please confirm your agreement to the terms of the foregoing Schedule by signing below.

WELLS FARGO BANK, NATIONAL ASSOCIATION		LKQ CORPORATION
By:	/s/ SUSAN STAHLBERG	By:	/s/ JOHN S. QUINN
Name:	Susan Stahlberg	Name:	John S. Quinn
Title:	Authorized Signatory	Title:	Executive Vice President and Chief Financial Officer

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EX-10.4

Exhibit 10.4

RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of the ______ day of _______, _______ by and between LKQ Corporation, a Delaware corporation (the “Company”), and [[FIRSTNAME]] [[MIDDLENAME]] [[LASTNAME]] (the “Key Person”).

Recitals

The Board of Directors of the Company is of the opinion that the interests of the Company will be advanced by encouraging certain persons affiliated with the Company, upon whose judgment, initiative and efforts the Company is largely dependent for the successful conduct of the Company’s business, to acquire or increase their proprietary interest in the Company, thus providing them with a more direct stake in its welfare and assuring a closer identification of their interests with those of the Company.

The Board of Directors of the Company is of the opinion that the Key Person is such a person.

The Company desires to grant restricted stock units to the Key Person, and the Key Person desires to accept such grant, all on the terms and subject to the conditions set forth in this Agreement and set forth in the Company’s 1998 Equity Incentive Plan (the “Plan”). Any capitalized term used herein that is not defined shall have the meaning of such term set forth in the Plan.

Covenants

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Grant of Restricted Stock Units. The Company hereby grants to the Key Person and the Key Person hereby accepts from the Company ____________ restricted stock units (“RSUs”), on the terms and subject to the conditions set forth herein and in the Plan (the “Award”).

2.Representation of the Key Person. The Key Person hereby represents and warrants that the Key Person has been provided a copy of the Plan and is accepting the RSUs with full knowledge of and subject to the restrictions contained in this Agreement and the Plan.

3.Vesting. The RSUs are subject to time-based vesting restrictions as follows: The Award shall vest with respect to 100% of the number of RSUs subject to the Award on the one-year anniversary of the grant date (unless such date shall be a Saturday, Sunday or other day on which the U.S. stock exchanges are closed, in which case the grant date shall be extended to the next succeeding business day) (the “Vesting Period”).

4.Termination of Relationship. In the event a Key Person’s employment, consulting arrangement or other affiliation with the Company and/or its Subsidiaries is terminated for any reason other than death or Disability, all RSUs of such Key Person that are unvested at the date of termination shall be forfeited to the Company. In the event the Key Person’s employment, consulting arrangement or other affiliation with the Company and/or its Subsidiaries is terminated due to death or Disability, all RSUs of such Key Person shall immediately become fully vested on the date of termination and all restrictions shall lapse.

5.Non-Transferability of RSUs. Except as expressly provided in the Plan or this Agreement, prior to the vesting of an RSU, such RSU may not be sold, assigned, transferred, pledged or otherwise disposed of, shall not be assignable by operation of law, and shall not be subject to execution, attachment or similar process, except by will or the laws of descent and distribution. Any attempted sale, assignment, transfer, pledge or other disposition of any RSU prior to vesting shall be null and void and without effect.

6.Payment. Vested RSUs shall be paid to the Key Person in whole shares of common stock of the Company.

7.Taxes. The Key Person shall be responsible for taxes due upon the vesting of any RSU granted hereunder and upon any later transfer by the Key Person of any share of common stock of the Company received upon the vesting of an RSU. The Key Person acknowledges that the decision to make a Section 83(b) election (if available) shall be made by the Key Person in consultation with his or her tax advisor. The Key Person acknowledges that the Section 83(b) election form must be filed by the Key Person with the Internal Revenue Service within 30 days of the date hereof.

8.No Rights as a Stockholder. Prior to the vesting of any RSU, the Key Person has no rights with respect to the share of common stock issuable to the Key Person upon such vesting, shall not be treated as a stockholder, and shall not have any voting rights or the right to receive any dividends with respect to the RSU or the underlying share of common stock.

9.Notices. Any notices required or permitted hereunder shall be sent using any means (including personal delivery, courier, messenger service, facsimile transmission or electronic transmission), if to the Key Person, at the address set forth below or such other address as the Key Person may designate in writing to the Company, and, if to the Company, at the address of its headquarters in Chicago, Attention: General Counsel, or such other address as the Company may designate in writing to the Key Person. Such notice shall be deemed duly given when it is actually received by the party for whom it was intended.

10.Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

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11.Amendment or Termination. This Agreement may not be amended or terminated unless such amendment or termination is in writing and duly executed by each of the parties hereto.

12.Benefit and Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and the Key Person and the Key Person’s executors, administrators, personal representatives and heirs. In the event that any part of this Agreement shall be held to be invalid or unenforceable, the remaining parts hereof shall nevertheless continue to be valid and enforceable as though the invalid portions were not a part hereof.

13.Entire Agreement. This Agreement contains the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, discussions and understandings relating to such subject matter.

14.Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to principles and provisions thereof relating to conflict or choice of laws.

15.Incorporation of Terms of Plan. The terms of the Plan are incorporated herein by reference and the Key Person’s rights hereunder are subject to the terms of the Plan to the extent they are inconsistent with or in addition to the terms set forth herein. The Key Person hereby agrees to comply with all requirements of the Plan.

16.Non-Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions:

(i)    the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes

3

competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and

(ii)    the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company.

(b)    The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16.

17.  Hedging Positions.  The Key Person agrees that, at any time during the period commencing on the date of this Agreement and ending on the termination of the Key Person’s affiliation with the Company and/or its subsidiaries, the Key Person shall not (i) directly or indirectly sell any equity security of the Company if the Key Person does not own the security sold, or if owning the security, does not deliver it against such sale within 20 days thereafter; or (ii) establish a derivative security position with respect to any equity security of the Company that increases in value as the value of the underlying equity decreases (including but not limited to a long put option and a short call option position) with securities underlying the position exceeding the underlying securities otherwise owned by the Key Person.  In the event the Key Person violates this provision, the Company shall have the right to cancel the Award.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

	LKQ CORPORATION		KEY PERSON
By:		By:
Name:		Name:
Title:		Address:

4

EX-10.5

Exhibit 10.5

RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of the ____ day of ____________, _________ by and between LKQ Corporation, a Delaware corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (the “Key Person”).

Recitals

The Board of Directors of the Company is of the opinion that the interests of the Company will be advanced by encouraging certain persons affiliated with the Company, upon whose judgment, initiative and efforts the Company is largely dependent for the successful conduct of the Company’s business, to acquire or increase their proprietary interest in the Company, thus providing them with a more direct stake in its welfare and assuring a closer identification of their interests with those of the Company.

The Board of Directors of the Company is of the opinion that the Key Person is such a person.

The Company desires to grant restricted stock units to the Key Person, and the Key Person desires to accept such grant, all on the terms and subject to the conditions set forth in this Agreement and set forth in the Company’s 1998 Equity Incentive Plan (the “Plan”). Any capitalized term used herein that is not defined shall have the meaning of such term set forth in the Plan.

Covenants

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Grant of Restricted Stock Units. The Company hereby grants to the Key Person and the Key Person hereby accepts from the Company [[SHARESGRANTED]] restricted stock units (“RSUs”), on the terms and subject to the conditions set forth herein and in the Plan (the “Award”).

2.Representation of the Key Person. The Key Person hereby represents and warrants that the Key Person has been provided a copy of the Plan and is accepting the RSUs with full knowledge of and subject to the restrictions contained in this Agreement and the Plan.

3.Vesting. The RSUs are subject to time-based vesting restrictions as follows:  The Award shall vest with respect to 10% of the number of RSUs subject to the Award (rounded to the nearest whole share) on _________ ____, ________ and on each six-month anniversary of ____________ ___, _____ (unless such date shall be a day on which the U.S.

1

stock exchanges are closed, in which case the vesting date shall be extended to the next succeeding business day) (the “Vesting Period”).

4.Termination of Relationship. In the event a Key Person’s employment, consulting arrangement or other affiliation with the Company and/or its Subsidiaries is terminated for any reason other than death or Disability, all RSUs of such Key Person that are unvested at the date of termination shall be forfeited to the Company. In the event the Key Person’s employment, consulting arrangement or other affiliation with the Company and/or its Subsidiaries is terminated due to death or Disability, all RSUs of such Key Person shall immediately become fully vested on the date of termination and all restrictions shall lapse.

5.Non-Transferability of RSUs. Except as expressly provided in the Plan or this Agreement, prior to the expiration of the Vesting Period described in Section 3, the RSUs may not be sold, assigned, transferred, pledged or otherwise disposed of, shall not be assignable by operation of law, and shall not be subject to execution, attachment or similar process, except by will or the laws of descent and distribution. Any attempted sale, assignment, transfer, pledge or other disposition of any RSUs prior to vesting shall be null and void and without effect.

6.Taxes. The Key Person shall be responsible for taxes due upon the expiration of any portion of the Vesting Period and on any gain upon transfer of the shares of common stock of the Company received upon the vesting of the RSUs. The Key Person acknowledges that the decision to make a Section 83(b) election shall be made by the Key Person in consultation with his or her tax advisor. The Key Person acknowledges that the Section 83(b) election form must be filed with the Internal Revenue Service within 30 days of the date hereof.

7.Payroll Authorization.  In the event that the Key Person does not make an arrangement acceptable to the Company to pay to the Company the tax withholding obligation due upon vesting of the RSUs or in the event that the Key Person does not pay the entire tax withholding obligation due upon vesting of the RSUs, the Key Person authorizes the Company to collect the amount due through a payroll withholding or to direct a broker to sell a sufficient number of the Key Person’s shares of common stock of the Company to satisfy such obligation (and any related brokerage fees) and to remit to the Company from the proceeds of sale the amount due.  In the event that the Key Person pays more than the tax withholding obligation due upon vesting of the RSUs, the Key Person authorizes the Company to return the excess payment through the Key Person’s payroll.

8.No Rights as a Stockholder. Prior to the expiration of the applicable portion of the Vesting Period, the Key Person is not a stockholder, does not have any voting rights, and shall not be entitled to receive any dividends with respect to the RSUs.

9.Notices. Any notices required or permitted hereunder shall be sent using any means (including personal delivery, courier, messenger service, facsimile transmission or

2

electronic transmission), if to the Key Person, at the address set forth below or such other address as the Key Person may designate in writing to the Company, and, if to the Company, at the address of its headquarters in Chicago, Attention: General Counsel, or such other address as the Company may designate in writing to the Key Person. Such notice shall be deemed duly given when it is actually received by the party for whom it was intended.

10.Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

11.Amendment or Termination. This Agreement may not be amended or terminated unless such amendment or termination is in writing and duly executed by each of the parties hereto.

12.Benefit and Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and the Key Person and the Key Person’s executors, administrators, personal representatives and heirs. In the event that any part of this Agreement shall be held to be invalid or unenforceable, the remaining parts hereof shall nevertheless continue to be valid and enforceable as though the invalid portions were not a part hereof.

13.Entire Agreement. This Agreement contains the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, discussions and understandings relating to such subject matter.

14.Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Illinois, without giving effect to principles and provisions thereof relating to conflict or choice of laws.

15.Incorporation of Terms of Plan. The terms of the Plan are incorporated herein by reference and the Key Person’s rights hereunder are subject to such terms to the extent they are inconsistent with or in addition to the terms set forth herein, and the Key Person hereby agrees to comply with all requirements of the Plan.

16.Non-Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions:

3

(i)    the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and

(ii)    the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company.

(b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16.

17.  Hedging Positions.  The Key Person agrees that, at any time during the Vesting Period, the Key Person shall not (i) directly or indirectly sell any equity security of the Company if the Key Person does not own the security sold, or if owning the security, does not deliver it against such sale within 20 days thereafter; or (ii) establish a derivative security position with respect to any equity security of the Company that increases in value as the value of the underlying equity decreases (including but not limited to a long put option and a short call option position) with securities underlying the position exceeding the underlying securities otherwise owned by the Key Person.  In the event the Key Person violates this provision, the Company shall have the right to cancel the Award.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

	LKQ CORPORATION		KEY PERSON
By:		By:
Name:		Name:
Title:		Address:

5

EX-14.1

Exhibit 14.1

LKQ CORPORATION

CODE

OF

ETHICS

Adopted: March 4, 2013

A MESSAGE FROM ROB WAGMAN:

At LKQ, we are committed to conducting our business with the highest level of integrity and to complying with all laws and regulations. This Code of Ethics (the “Code”) provides a set of basic principles to guide you regarding the minimum level of ethical requirements expected of you. The Code supplements other employee documents and policies, including our employee handbook, and you should refer to these documents and policies if you need additional information.

Each member of the senior management team is committed to the highest ethical standards. Because we place such a high priority on ethical conduct, please read the Code and think about how it applies to your position with LKQ. In addition to acting ethically yourself, if you see or suspect unethical or illegal business conduct by anyone at LKQ, it is your duty to report it by one of the methods described in the Code.

Thank you for helping us maintain LKQ as a company committed to the highest standards of conduct.

Robert L. Wagman

President and Chief Executive Officer

[2]

Table of Contents

	Page
Key Questions and Answers	4
The Relationship Between LKQ and its Employees	6
Conflicts of Interest	6
Confidentiality	6
Corporate Opportunities	6
Inventions	7
Protection and Use of Company Property	7
Employee Commitment	7
The Relationship Between LKQ and its Customers, Suppliers and Competitors	8
Fair Dealing	8
Gifts and Entertainment	8
Competitors	8
The Relationship Between LKQ and our Communities and Government	9
Compliance with Laws, Rules and Regulations	9
Political Contributions	9
Dealings with Government Officials	9
Commitment to the Communities in Which We Operate	10
The Relationship Among All LKQ Employees	11
Work Environment	11
Internal Matters	12
Disclosure in Reports and Documents	12
Social Media Policy	12
Accounting/Auditing Complaints	12
Legal Matters and Procedures	13
Accountability for Compliance with this Code	13
Compliance Standards and Procedures	13
Internal Use Only	14
What Happens when you Contact the Speak-Up Tip Line	15
Exhibit A – Code of Ethics Report Form	16

[3]

KEY QUESTIONS AND ANSWERS

Q.To whom does the Code apply?

A. All directors, officers and employees (full-time, part-time and temporary) of LKQ. These persons are called “Covered Persons” in the Code.

Q. Who should I ask if I have a question about the Code?

A. You should start by seeking guidance from your supervisor. If you do not get a satisfactory answer, contact the Human Resources Department at (615) 781-5185.

Q. If I see or suspect a violation of the Code, how do I report it?

A. If you have any questions or concerns about compliance with this Code, you are encouraged to speak with your supervisor, representatives of the Human Resources Department or LKQ's General Counsel. Supervisors are required to notify the General Counsel or the Audit Committee, who each has authority to investigate instances of any event or activity that constitutes a violation or possible violation of this Code. If you do not feel comfortable talking to any of these persons for any reason, or if you prefer to remain anonymous, you should complete the Code of Ethics Report Form attached as EXHIBIT A and submit it to the General Counsel or you may report the conduct through LKQ's confidential “Speak Up” Tip Line. Please note that the third party administering LKQ's Tip Line may change from time to time, so please refer to the “Speak Up” poster at your location for current contact information.

Q. Can I be retaliated against for reporting a violation of the Code?

A. LKQ prohibits any form of reprisal against an employee for filing a good faith complaint under this policy or for assisting in the investigation of one.

[4]

Q. Will my report be confidential?

A. LKQ will treat the information submitted in a confidential manner, if you so request, unless confidentiality is incompatible with a full and fair investigation unless there is an overriding reason for identifying you or unless disclosure of your identity is required by law.

Q. What will happen if I submit a report?

A. The Audit Committee or the General Counsel will conduct an appropriate evaluation and investigation of any matter reported. Covered Persons are expected to cooperate in any investigations of reported violations. This Code is intended to encourage and enable employees and others to raise concerns within LKQ; however, any allegations that are made in bad faith will be viewed as a serious disciplinary offense.

Q. What will happen if I fail to report a violation of the Code?

A. Failure to report knowledge of a violation of this Code or other misconduct may result in disciplinary action.

[5]

THE RELATIONSHIP BETWEEN LKQ AND ITS EMPLOYEES

CONFLICTS OF INTEREST

A conflict of interest is any circumstance where an individual's personal interest interferes or even appears to interfere with the interests of LKQ. The best policy is to avoid any direct or indirect business connection with LKQ customers, suppliers or competitors, except on behalf of LKQ. Conflicts of interest are prohibited as a matter of LKQ policy, except under guidelines approved by the Board of Directors. Conflicts may arise when a Covered Person, or a member of his or her family, receives improper personal benefits as a result of his or her position in LKQ. Transactions that may involve a conflict of interest require full disclosure in accordance with this Code. The Legal Department will consult with management and outside counsel, as appropriate, to determine whether LKQ will enter into the transaction. Transactions that would be covered by our Related Party Transactions Policy will be addressed in accordance with that Policy.

CONFIDENTIALITY

Covered Persons are expected to maintain the confidentiality of information entrusted to them by LKQ, its suppliers, customers and stockholders, except when disclosure is authorized or legally required. Covered Persons should be sensitive to the confidential and privileged nature of the information to which they have access concerning LKQ, and should exercise the discretion when discussing any work-related matters with third parties. Each Covered Person should safeguard LKQ's Confidential Information and not disclose it to a third party without the prior consent of senior management. "Confidential Information"includes information (whether or not in written form) concerning the business, products, services, plans, strategies, suppliers, business relationships, employees, customers, prospects and financial affairs of LKQ and its affiliates, which is not generally known to the public or in the trade, is a competitive asset and the disclosure of which would likely result in a competitive disadvantage to LKQ.

LKQ employees are expected to sign an acknowledgment regarding the confidentiality policy set forth above at the time they become employed with LKQ and are expected to comply with the confidentiality policy not only during their employment with LKQ but also after the end of their employment with LKQ.

CORPORATE OPPORTUNITIES

Absent appropriate pre-approval, Covered Persons are prohibited from (a) taking for themselves opportunities that are discovered through the use of corporate property, information or position; (b) using corporate property, information or position for personal gain; and (c) competing with LKQ.

[6]

INVENTIONS

LKQ employees shall promptly communicate to LKQ all inventions and improvements that are conceived or discovered during the course of employment or through the use of LKQ facilities. Such inventions and improvements are the property of LKQ, and as part of their duties, employees may be required to assist in obtaining and maintaining patents.

PROTECTION AND USE OF COMPANY PROPERTY

During their employment with LKQ, all Covered Persons should protect LKQ's assets and ensure they are used for legitimate business purposes. Improper use includes unauthorized personal appropriation or use of LKQ's assets, data or resources, including inventory, computer equipment and software.

EMPLOYEE COMMITMENT

Each LKQ employee is expected to devote his or her full time and ability to LKQ's interests during regular hours of employment and for whatever additional time that may be properly required. Employment or personal business commitments outside of regular hours of employment are prohibited if these would tend to impair the employee's ability to meet regular job responsibilities. Extra employment or other outside business commitments must receive the approval of proper supervisory authority.

[7]

THE RELATIONSHIP BETWEEN

LKQ AND ITS CUSTOMERS, SUPPLIERS

AND COMPETITORS

FAIR DEALING

Each Covered Person should endeavor to deal fairly with LKQ's customers, suppliers and competitors and not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

GIFTS AND ENTERTAINMENT

Covered Persons may not accept from any person any gift of more than nominal value, loans or cash in any amount, excessive entertainment or travel, payments, services or other substantial or unusual favors from any person or concern which does or is seeking to do business with, or is a competitor of, LKQ. Covered Persons may not give such gifts to any such person or entity. Subject to this requirement, gifts, gratuities or entertainment may be accepted if they are unsolicited and if the personal benefit falls into one of the following categories: (1) normal business courtesies, such as a meal or golf game, involving no more than ordinary amenities; (2) paid trips or guest accommodations that involve formal representation of LKQ (provided prior approval is obtained from the proper supervisory authority); (3) non-cash gifts with a nominal value, such as those received at holiday time; or (4) fees or other compensation received from an organization in which membership or an official position is held, as approved by LKQ. This section does not preclude Covered Persons from obtaining, on their own credit rating, regular loans from established banking or financial institutions.

COMPETITORS

On legal as well as ethical grounds, Covered Persons must refrain from all dealings with competitors for the purpose of setting or controlling prices, rates, trade practices, costs or any other activities prohibited by laws regulating competition. Care should be taken to insure that, in meetings of trade associations and other industry groups, competitive practices, supply plans and prices are not discussed. If discussions relating to antitrust-sensitive topics persist even after the Covered Person attempts to change the subject, the Covered Person is expected to leave the area where such discussions are taking place and report this to LKQ's Legal Department.

[8]

THE RELATIONSHIP BETWEEN LKQ

AND OUR COMMUNITIES AND GOVERNMENT

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

It is LKQ’s policy to comply with the laws of each country in which we do business.  It is the responsibility of each employee to be familiar with the laws and regulations that relate to their business responsibilities and to comply with them. In some instances, local laws may be less restrictive than the principles contained in this Code. In those situations, Covered Persons should comply with this Code, even if their conduct would be legal under applicable laws. On the other hand, if local laws are more restrictive than this Code, Covered Persons should comply with applicable laws. In this context, legal compliance includes, without limitation, compliance with LKQ's Insider Trading Policy, which prohibits persons subject to that policy from trading LKQ securities while in possession of material non-public information or communicating material non-public information to others in violation of the law, and LKQ’s Policy on Reporting Theft or Fraud, which requires all instances of theft or fraud to be reported to the Vice President of Internal Audit.

POLITICAL CONTRIBUTIONS

Federal and state laws restrict corporations like LKQ from contributing to political candidates. Accordingly, contributions by or on behalf of LKQ are made with the approval of the Vice President of Government Affairs. Covered Persons are permitted to engage in political activity on their own time using their own resources. However, some states restrict even personal political contributions by employees who are responsible for doing business with governmental agencies. Covered Persons at their own direction may make personal political contributions to the LKQ political action committee (PAC) called the Employee Good Government Fund.

DEALINGS WITH GOVERNMENT OFFICIALS

LKQ’s relationships with government agencies, officials and personnel in the United States and foreign countries should be conducted in such a manner that complete public disclosure would not embarrass or damage LKQ’s reputation. In any association with elected members or public servants, Covered Persons should exercise care to avoid expenditures and other acts that might be perceived as improper or in violation of applicable laws. The U.S. Foreign Corrupt Practices Act makes it illegal for companies, as well as their employees or agents, to pay a foreign government official, political party, party official or candidate for the purpose of obtaining favors or retaining business. The U.K. Bribery Act of 2010 makes it illegal to bribe a public official or private person and applies to companies that have operations in the U.K. (even if not headquartered there). Other countries in which LKQ operates may have similar laws.

[9]

COMMITMENT TO THE COMMUNITIES IN WHICH WE OPERATE

LKQ assigns a high priority to protecting the environment and to providing safe, clean facilities and services in all communities in which it operates. LKQ encourages employees to become involved in community non-profit, charitable and political activity. However, the level of participation should not create a conflict with the individual's corporate responsibilities.

[10]

THE RELATIONSHIP AMONG

ALL LKQ EMPLOYEES

WORK ENVIRONMENT

LKQ is committed to fostering a work environment where all individuals are treated with respect and dignity. Each individual should be permitted to work in a business-like atmosphere that promotes equal employment opportunities. Accordingly, discrimination based on any characteristic protected by applicable law or harassment in any form will not be tolerated. Harassment includes verbal or physical conduct of a sexual nature which has the purpose or effect of interfering with an individual's work performance or creating an intimidating, hostile or offensive work environment. In addition, LKQ prohibits unwelcome sexual advances and requests for sexual favors and harassment not overtly sexual in nature but improperly directed at, or commenting on attributes or characteristics of, a person solely because of his or her gender.

[11]

INTERNAL MATTERS

DISCLOSURE IN REPORTS AND DOCUMENTS

As a public company, LKQ's filings with the U.S. Securities and Exchange Commission (the “SEC”)and other federal and state regulatory agencies must be timely, complete and accurate. Depending on his or her position with LKQ, a Covered Person may be called upon to provide necessary information to assure that LKQ's public reports and regulatory filings are timely, complete and accurate.

LKQ is committed to compliance with all applicable financial reporting and accounting regulations. LKQ expects all Covered Persons to record information accurately and truthfully. LKQ also expects all Covered Persons to be diligent in providing accurate information in response to any inquiries related to LKQ's public disclosure requirements. Covered Persons must cooperate and comply with LKQ's disclosure controls and procedures so that LKQ's reports and documents filed with the SEC and other federal and state regulatory agencies comply in all material respects with applicable laws, rules and regulations.

SOCIAL MEDIA POLICY

Covered Persons should conduct themselves appropriately while using social media. LKQ has a Social Media Policy to provide guidance for Covered Persons to help account for the increasingly blurred lines between professional and personal lives in the online world and to maximize the benefits and minimize the risks to LKQ that social media presents. Please refer to LKQ Policy No. L550 for a full copy of the Social Media Policy.

ACCOUNTING/AUDITING COMPLAINTS

Please refer to LKQ's Policy for Handling Complaints Regarding Accounting and Auditing Matters (available at www.lkqcorp.com under the Governance section of the Investor Relations link.)

[12]

LEGAL MATTERS AND PROCEDURES

ACCOUNTABILITY FOR COMPLIANCE WITH THIS CODE

LKQ is committed to uphold ethical standards in all of its corporate and business activities. A violation of this Code may result in appropriate disciplinary action, including possible termination from employment with LKQ. Nothing in this Code restricts LKQ from taking any disciplinary action on any matters pertaining to the conduct of a Covered Person, whether or not expressly set forth in this Code.

COMPLIANCE STANDARDS AND PROCEDURES

Training and Educational Requirements.

• Orientation. New Covered Persons will receive a copy of this Code during the orientation process conducted by the Human Resources Department and shall acknowledge that they have received, read and understand this Code and will comply with its requirements.

• Continuing Education. Covered Persons shall be required to complete additional training and continuing education requirements as LKQ shall from time to time establish.

Waiver Requests. A Covered Person may submit to the General Counsel a written request for a waiver of this Code only if he/she can demonstrate that such a waiver:

• is necessary to alleviate undue hardship;

• is otherwise appropriate under all the relevant facts and circumstances;

• will not be inconsistent with the purposes and objectives of this Code;

• will not adversely affect the interests of LKQ; and

• will not result in a transaction or conduct that would violate any applicable laws or regulations.

The General Counsel will forward all waiver requests involving a director or an executive officer to LKQ's Board of Directors or a committee thereof for consideration. All other waiver requests will be considered by the Chief Executive Officer of LKQ. Any decision to grant a waiver from this Code shall be at the sole and absolute discretion of the board, the board committee or the Chief Executive Officer, as appropriate. The General Counsel will promptly advise the Covered Person in writing of the decision regarding the waiver.

[13]

INTERNAL USE ONLY

This Code is intended solely for internal use by LKQ. No activity, reports or records shall constitute an admission, by or on behalf of LKQ, as to any fact, circumstance or legal conclusion.

[14]

WHAT HAPPENS WHEN YOU CONTACT THE SPEAK-UP TIP LINE?

800-544-7459 You Independent Reporting Service www.reportlineweb.com/lkqcorp

You can contact the tip line by phone or internet.

The tip line is staffed by an independent company that specializes in processing tips.

You provide details about the tip.

Your report is sent to LKQ headquarters.

The case is assigned to appropriate LKQ personnel for investigation.

Based on the investigation, an action plan is implemented if necessary.

[15]

EXHIBIT A

LKQ CORPORATION

CODE OF ETHICS REPORT FORM

Your name: ________________________________________________________________________________

Department: _______________________________________________________________________________

Supervisor: ________________________________________________________________________________

Telephone: ________________________________________________________________________________

E-mail: ___________________________________________________________________________________

IF YOU MAKE A REPORT UNDER THIS CODE, LKQ WILL ENDEAVOR TO KEEP YOUR IDENTITY CONFIDENTIAL UNTIL A FORMAL INVESTIGATION IS LAUNCHED. AT THAT POINT, YOUR IDENTITY MAY BE KEPT CONFIDENTIAL, IF REQUESTED, UNLESS CONFIDENTIALITY IS INCOMPATIBLE WITH A FULL AND FAIR INVESTIGATION, UNLESS THERE IS AN OVERRIDING REASON FOR IDENTIFYING YOU OR UNLESS DISCLOSURE OF YOUR IDENTITY IS REQUIRED BY LAW.

Describe Reportable Activity: _________________________________________________________________

__________________________________________________________________________________________

Date you became aware of Reportable Activity: ________________________, 20___

Reportable Activity is: ___ Ongoing ___ Completed ___ Unclear whether ongoing or completed

Department suspected of Reportable Activity: ____________________________________________________

Individuals(s) suspected of Reportable Activity: ___________________________________________________

__________________________________________________________________________________________

How did you become aware of the Reportable Activity? ____________________________________________

__________________________________________________________________________________________

__________________________________________________________________________________________

Describe any steps you took prior to completing this Report Form (e.g., informed supervisor): ______________

__________________________________________________________________________________________

__________________________________________________________________________________________

[16]

Who, if anyone, may be harmed or affected by the Reportable Activity?________________________________

__________________________________________________________________________________________

If possible, estimate the amount of loss to LKQ as a result of the Reportable Activity:

Actual: ________________________________ Potential: ________________________________

Please provide any suggestions for remedying the Reportable Activity: _____________________________

__________________________________________________________________________________________

Do you wish to be contacted by the General Counsel or Audit Committee of the Board of Directors regarding the status of the investigation: _______ Yes     _______ No

Please return this form to:

LKQ's General Counsel:

Phone Number:         312-621-1950

Fax Number:         312-207-1529

Mailing Address:

LKQ Corporation

500 W. Madison St., Suite 2800

Chicago, IL 60661

If you are not comfortable speaking with the General Counsel or if the General Counsel is unavailable and the matter is urgent, you may contact the Audit Committee of the Board of Directors (contact information for the Audit Committee members can be obtained by calling LKQ's headquarters at 312-621-1950).

[17]

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Robert L. Wagman, certify that:

1.I have reviewed this report on Form 10-Q of LKQ Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 2, 2013

/s/ ROBERT L. WAGMAN

Robert L. Wagman

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, John S. Quinn, certify that:

1.I have reviewed this report on Form 10-Q of LKQ Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 2, 2013

/S/ JOHN S. QUINN

John S. Quinn

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of LKQ Corporation (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, as President and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 2, 2013

/S/ ROBERT L. WAGMAN

Robert L. Wagman

President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of LKQ Corporation (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, as Executive Vice President and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 2, 2013

/S/ JOHN S. QUINN

John S. Quinn

Executive Vice President and Chief Financial Officer

XML

Restructuring and Acquisition Related Expenses

6 Months Ended

Jun. 30, 2013

Restructuring and Related Activities [Abstract]

Restructuring and Acquisition Related Expenses

Restructuring and Acquisition Related Expenses

Acquisition Related Expenses

Acquisition related expenses, which include external costs such as advisory, legal and accounting fees, totaled $2.9 million and $4.0 million for the three and six months endedJune 30, 2013. These expenses primarily relate to our acquisition of Sator in May 2013. These costs are expensed as incurred.

Acquisition Integration Plans

During the three and six months endedJune 30, 2013, we incurred $0.8 million and $1.2 million, respectively, of restructuring expenses related to the integration of certain of our 2012 and 2013 acquisitions. Our integration activities included the closure of duplicate facilities, termination of employees in connection with the consolidation of overlapping facilities with our existing business, moving expenses, and other third party services directly related to our acquisitions. We expect our integration plans for these acquisitions to be completed by the end of 2013. Remaining costs to complete these integration activities are expected to be immaterial.

During the three and six months ended June 30, 2012, we incurred $1.1 million and $1.3 million, respectively, of restructuring and acquisition related expenses related to certain of our 2011 and 2012 acquisitions. Our integration activities included the closure of duplicate facilities, termination of employees in connection with the consolidation of overlapping facilities with our existing business, moving expenses, and other third party services directly related to our acquisitions. These integration activities were substantially completed in 2012.

Refurbished Bumper and Wheel Restructuring

In the second quarter of 2012, we initiated a restructuring plan to improve the operational efficiency of our refurbished product operations and to reduce the cost structure of the related refurbished bumper and wheel product lines. As part of the restructuring plan, we consolidated certain of our bumper and wheel refurbishing operations, with a focus on increasing output at the remaining operations to improve economies of scale. Restructuring costs included the write off of disposed assets, severance costs for termination of overlapping headcount, costs to move equipment and inventory, and excess facility costs. These costs are expensed as incurred, when the costs meet the criteria to be accrued, or, in the case of non-performing lease reserves, at the cease-use date of the facility. For the three and six months endedJune 30, 2012, we incurred $1.1 million related to this restructuring plan. These restructuring activities were substantially completed in 2012.

XML

Computation of Earnings Per Share (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Earnings Per Share [Abstract]
Net income	$ 75,722	$ 63,998	$ 160,314	$ 144,989
Denominator for basic earnings per share—weighted average shares outstanding	299,159	295,290	298,690	294,784
Effect of dilutive securities:
RSUs	758	440	721	438
Stock options	3,728	4,372	3,865	4,476
Restricted stock	12	50	19	48
Denominator for diluted earnings per share—Adjusted weighted average shares outstanding	303,657	300,152	303,295	299,746
Earnings per share, basic	$ 0.25	$ 0.22	$ 0.54	$ 0.49
Earnings per share, diluted	$ 0.25	$ 0.21	$ 0.53	$ 0.48

XML

Consolidated Condensed Statements of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Income Statement [Abstract]
Revenue	$ 1,251,748	$ 1,006,531	$ 2,447,745	$ 2,038,308
Cost of goods sold	741,875	584,600	1,435,923	1,168,994
Gross margin	509,873	421,931	1,011,822	869,314
Facility and warehouse expenses	102,885	82,192	203,131	167,300
Distribution expenses	106,583	91,926	210,440	183,739
Selling, general and administrative expenses	146,012	121,698	283,068	243,412
Restructuring and acquisition related expenses	3,680	2,195	5,185	2,442
Depreciation and amortization	19,335	15,353	37,032	30,246
Operating income	131,378	108,567	272,966	242,175
Other expense (income):
Interest expense, net	12,492	7,356	21,087	14,723
Loss on debt extinguishment	2,795	0	2,795	0
Change in fair value of contingent consideration liabilities	230	1,240	1,053	(105)
Other income, net	(577)	(1,228)	(175)	(1,739)
Total other expense, net	14,940	7,368	24,760	12,879
Income before provision for income taxes	116,438	101,199	248,206	229,296
Provision for income taxes	40,716	37,201	87,892	84,307
Net income	$ 75,722	$ 63,998	$ 160,314	$ 144,989
Earnings per share:
Basic	$ 0.25	$ 0.22	$ 0.54	$ 0.49
Diluted	$ 0.25	$ 0.21	$ 0.53	$ 0.48

XML

Equity Incentive Plans

6 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Equity Incentive Plans

Equity Incentive Plans

In order to attract and retain employees, non-employee directors, consultants, and other persons associated with us, we may grant qualified and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs"), performance shares and performance units under the LKQ Corporation 1998 Equity Incentive Plan (the "Equity Incentive Plan").

Our RSUs, stock options, and restricted stock vest over periods ranging from one to five years. Vesting of the awards is subject to a continued service condition. Each RSU converts into one share of LKQ common stock on the applicable vesting date. Shares of restricted stock may not be sold, pledged or otherwise transferred until they vest. Stock options expire ten years from the date they are granted. We expect to issue new shares of common stock to cover past and future equity grants.

In March 2013, the Compensation Committee approved the cancellation of 671,400 unvested RSUs held by our executive officers and approved the issuance of 946,800 RSUs containing both a performance-based vesting condition and a time-based vesting condition.  Of the 946,800 RSUs, 671,400 were granted as a replacement of the canceled RSUs and include a performance-based condition that the Company reports positive diluted earnings per share, subject to certain adjustments, during the year ended December 31, 2013.  In addition, these RSUs retain the same remaining time-based vesting conditions as the canceled RSUs (vesting in equal tranches each six months beginning July 2013 through either January 2016 or January 2017).  The remaining 275,400 RSUs granted in March 2013 include a performance-based condition that the Company reports positive diluted earnings per share, subject to certain adjustments, during any fiscal year period within five years following the grant date.  In addition, these RSUs include a time-based vesting condition, vesting in equal tranches each six months beginning July 2013 through January 2016.

In all cases, both conditions must be met before any RSUs vest. If the applicable performance-based condition of an RSU is not met, the RSU is forfeited.  If and when the performance-based condition is met, all applicable RSUs that had previously met the time-based vesting condition will vest immediately and the remaining RSUs will vest according to the remaining schedule of the time-based condition. 

A summary of transactions in our stock-based compensation plans for the six months ended June 30, 2013 is as follows:

	Shares Available For Grant		RSUs				Stock Options				Restricted Stock
			Number Outstanding		Weighted- Average Grant Date Fair Value		Number Outstanding		Weighted- Average Exercise Price		Number Outstanding		Weighted- Average Grant Date Fair Value
Balance, January 1, 2013	14,643,932		2,351,362		$	14.02	9,355,070		$	6.90	116,000		$	9.47
Granted	(923,312	)	923,312		22.17		—		—		—		—
Exercised	—		—		—		(1,641,974	)	6.46		—		—
Vested	—		(345,358	)	14.38		—		—		(86,000	)	9.54
Canceled	138,022		(70,242	)	15.80		(67,780	)	8.69		—		—
Balance, June 30, 2013	13,858,642		2,859,074		$	16.57	7,645,316		$	6.98	30,000		$	9.30

The RSUs containing a performance-based vesting condition that were granted in replacement of canceled RSUs were accounted for as a modification of the original awards, and therefore are not reflected as grants or cancellations in the table above.

The fair value of RSUs is based on the market price of LKQ stock on the grant date. When estimating forfeitures, we consider voluntary and involuntary termination behavior as well as analysis of historical forfeitures. For valuing RSUs granted during the six month period ended June 30, 2013, we used forfeiture rates of 10% for grants to employees and 0% for grants to non-employee directors and executive officers. The fair value of RSUs that vested during the six months ended June 30, 2013 was approximately $7.9 million.

For the 2013 RSU grants that contain both a performance-based vesting condition and a time-based vesting condition, we recognize compensation expense under the accelerated attribution method, where expense is recognized over the requisite service period for each separate vesting tranche of the award. For the RSUs that were canceled and replaced, the fair values of the RSUs immediately before and after the modification were the same. As a result, there was no charge recorded in the six months endedJune 30, 2013 and the expense for these RSUs was continued at the grant date fair value. During the three and six months endedJune 30, 2013, we recognized $2.3 million and $3.7 million, respectively, of stock-based compensation expense related to the RSUs containing a performance-based vesting condition. For all other awards, which are subject to only a time-based vesting condition, we recognize compensation expense on a straight-line basis over the requisite service period of the entire award.

The components of pre-tax stock-based compensation expense are as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
RSUs	$	4,443	$	2,019	$	8,115	$	4,083
Stock options	1,124		1,721		2,333		3,442
Restricted stock	46		228		114		453
Total stock-based compensation expense	$	5,613	$	3,968	$	10,562	$	7,978

The following table sets forth the classification of total stock-based compensation expense included in our Unaudited Consolidated Condensed Statements of Income (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Cost of goods sold	$	98		$	96		$	196		$	199
Facility and warehouse expenses	687			609			1,371			1,303
Selling, general and administrative expenses	4,828			3,263			8,995			6,476
	5,613			3,968			10,562			7,978
Income tax benefit	(2,189		)	(1,548		)	(4,119		)	(3,112		)
Total stock-based compensation expense, net of tax	$	3,424		$	2,420		$	6,443		$	4,866

We have not capitalized any stock-based compensation costs during either of the six month periods ended June 30, 2013 or 2012.

As of June 30, 2013, unrecognized compensation expense related to unvested RSUs, stock options and restricted stock is expected to be recognized as follows (in thousands):

	RSUs		Stock Options		Restricted Stock		Total
Remainder of 2013	$	8,976	$	2,247	$	94	$	11,317
2014	12,867		3,007		139		16,013
2015	9,417		75		—		9,492
2016	5,669		—		—		5,669
2017	2,571		—		—		2,571
2018	96		—		—		96
Total unrecognized compensation expense	$	39,596	$	5,329	$	233	$	45,158

Our stock-based compensation expense for the remainder of 2013 related to the RSUs containing a performance-based vesting condition is expected to be $4.6 million.

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Long-Term Obligations (Tables)

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Schedule Of Long-Term Obligations

Long-Term Obligations consist of the following (in thousands):

	June 30, 2013			December 31, 2012
Senior secured credit agreement:
Term loans payable	$	450,000		$	420,625
Revolving credit facility	183,245			553,964
Senior notes	600,000			—
Receivables securitization facility	80,000			80,000
Notes payable through October 2018 at weighted average interest rates of 1.7%	43,577			42,398
Other long-term debt at weighted average interest rates of 3.4% and 3.3%, respectively	19,659			21,491
	1,376,481			1,118,478
Less current maturities	(64,962		)	(71,716		)
	$	1,311,519		$	1,046,762

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Schedule of Tangible Long-Lived Assets by Geographic Area (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Revenues from External Customers and Long-Lived Assets
Long-lived Assets	$ 515,353	$ 494,379
United States
Revenues from External Customers and Long-Lived Assets
Long-lived Assets	408,007	408,244
United Kingdom
Revenues from External Customers and Long-Lived Assets
Long-lived Assets	59,569	60,369
Other countries
Revenues from External Customers and Long-Lived Assets
Long-lived Assets	$ 47,777	$ 25,766

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Pro Forma Effect of Businesses Acquired (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Business Acquisition
Revenue, as reported	$ 1,251,748		$ 1,006,531		$ 2,447,745		$ 2,038,308
Pro forma revenue	1,287,853		1,176,447		2,588,173		2,395,446
Net income, as reported	75,722		63,998		160,314		144,989
Pro forma net income	78,613		68,758		166,185		157,673
Earnings per share, basic	$ 0.25		$ 0.22		$ 0.54		$ 0.49
Pro forma earnings per share-basic	$ 0.26	[1]	$ 0.23	[1]	$ 0.56	[1]	$ 0.53	[1]
Earnings per share, diluted	$ 0.25		$ 0.21		$ 0.53		$ 0.48
Pro forma earnings per share-diluted	$ 0.26	[1]	$ 0.23	[1]	$ 0.55	[1]	$ 0.53	[1]
Sator
Business Acquisition
Revenue of purchased businesses prior to acquisition	31,306		92,401		126,309		186,664
Net income of purchased business prior to acquisition	2,764		1,598		5,345		3,277
Earnings per share, basic of purchased business prior to acquisition	$ 0.01		$ 0.01		$ 0.02		$ 0.01
Earnings per share, diluted, of purchased business prior to acquisition	$ 0.01		$ 0.01		$ 0.02		$ 0.01
All 2012 and 2013 Acquisitions Excluding Sator [Member]
Business Acquisition
Revenue of purchased businesses prior to acquisition	4,799		77,515		14,119		170,474
Net income of purchased business prior to acquisition	$ 127		$ 3,162		$ 526		$ 9,407
Earnings per share, basic of purchased business prior to acquisition	$ 0.00		$ 0.01		$ 0.00		$ 0.03
Earnings per share, diluted, of purchased business prior to acquisition	$ 0.00		$ 0.01		$ 0.00		$ 0.03

[1] The sum of the individual earnings per share amounts may not equal the total due to rounding.

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Income Taxes

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

At the end of each interim period, we estimate our annual effective tax rate and apply that rate to our interim earnings. We also record the tax impact of certain unusual or infrequently occurring items, including changes in judgment about valuation allowances and the effects of changes in tax laws or rates, in the interim period in which they occur.

The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in state and foreign jurisdictions, permanent and temporary differences between book and taxable income, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the tax environment changes.

Our effective income tax rate for the six months ended June 30, 2013 was 35.4% compared with 36.8% for the comparable prior year period. We continued to expand our international operations during the last six months of 2012 and the first half of 2013 with both acquisition related and organic growth in our European segment as well as acquisitions in Canada, which contributed to a lower effective tax rate as a larger proportion of our pretax income was generated in lower rate jurisdictions.

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Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) (Fair Value, Measurements, Recurring, USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value assets measured on a recurring basis	$ 22,601	$ 19,492
Fair value liabilities measured on a recurring basis	82,992	125,495
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value assets measured on a recurring basis	22,601	19,492
Fair value liabilities measured on a recurring basis	33,519	35,486
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value liabilities measured on a recurring basis	49,473	90,009
Cash surrender value of life insurance
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value assets measured on a recurring basis	22,453	19,492
Cash surrender value of life insurance | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value assets measured on a recurring basis	22,453	19,492
Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value assets measured on a recurring basis	148
Fair value liabilities measured on a recurring basis	10,066	15,643
Interest rate swap | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value assets measured on a recurring basis	148
Fair value liabilities measured on a recurring basis	10,066	15,643
Contingent consideration liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value liabilities measured on a recurring basis	49,473	90,009
Contingent consideration liabilities | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value liabilities measured on a recurring basis	49,473	90,009
Deferred compensation liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value liabilities measured on a recurring basis	22,280	19,843
Deferred compensation liabilities | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value liabilities measured on a recurring basis	22,280	19,843
Foreign exchange forward
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value liabilities measured on a recurring basis	1,173
Foreign exchange forward | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value liabilities measured on a recurring basis	$ 1,173

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Restructuring and Acquisition Related Expenses - Additional Information (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Restructuring Cost and Reserve
Restructuring and acquisition related expenses	$ 3,680,000	$ 2,195,000	$ 5,185,000	$ 2,442,000
Acquisition related expenses
Restructuring Cost and Reserve
Restructuring and acquisition related expenses	2,900,000		4,000,000
All 2012 and 2013 Acquisitions Excluding Sator [Member]
Restructuring Cost and Reserve
Restructuring and acquisition related expenses	800,000		1,200,000
All 2011 and 2012 Acquisitions [Member]
Restructuring Cost and Reserve
Restructuring and acquisition related expenses		1,100,000		1,300,000
Refurbished Bumper And Wheel Restructuring [Member]
Restructuring Cost and Reserve
Restructuring and acquisition related expenses				$ 1,100,000

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Equity Incentive Plans - Additional Information (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense	$ 5,613,000	$ 3,968,000	$ 10,562,000	$ 7,978,000
Stock compensation expense, remainder of 2013	11,317,000		11,317,000
RSUs
Share-based Compensation Arrangement by Share-based Payment Award
Number of shares that RSUs convert into on the applicable vesting date			1
Fair value of RSUs vested during the period			7,900,000
Forfeiture rates used for grants to employees			10.00%
Forfeiture rates used for grants to non-employee directors and executive officers			0.00%
RSUs canceled			70,242
RSUs granted			923,312
Stock-based compensation expense	4,443,000	2,019,000	8,115,000	4,083,000
Stock compensation expense, remainder of 2013	8,976,000		8,976,000
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award
Performance period			5 years
RSUs granted			946,800
Stock-based compensation expense	2,300,000		3,700,000
Stock compensation expense, remainder of 2013	4,600,000		4,600,000
New Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period			6 months
RSUs granted			275,400
Replacement Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period			6 months
RSUs canceled			671,400
RSUs granted			671,400
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award
Stock options expiration period			10 years
Stock-based compensation expense	1,124,000	1,721,000	2,333,000	3,442,000
Stock compensation expense, remainder of 2013	2,247,000		2,247,000
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense	46,000	228,000	114,000	453,000
Stock compensation expense, remainder of 2013	$ 94,000		$ 94,000
Minimum | RSUs
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period			1 year
Minimum | Stock Options
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period			1 year
Minimum | Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period			1 year
Maximum | RSUs
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period			5 years
Maximum | Stock Options
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period			5 years
Maximum | Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period			5 years

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Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Future Minimum Lease Commitments

The future minimum lease commitments under these leases at June 30, 2013 are as follows (in thousands):

Six months ending December 31, 2013	$	61,194
Years ending December 31:
2014	100,859
2015	89,359
2016	71,307
2017	56,731
2018	44,952
Thereafter	132,250
Future Minimum Lease Payments	$	556,652

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Financial Assets And Liabilities Measured At Fair Value On A Recurring Basis

The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation inputs we utilized to determine such fair value as of June 30, 2013 and December 31, 2012 (in thousands):

	Balance as of June 30, 2013		Fair Value Measurements as of June 30, 2013
			Level 1		Level 2		Level 3
Assets:
Cash surrender value of life insurance	$	22,453	$	—	$	22,453	$	—
Interest rate swaps	148				148
Total Assets	$	22,601	$	—	$	22,601	$	—
Liabilities:
Contingent consideration liabilities	$	49,473	$	—	$	—	$	49,473
Deferred compensation liabilities	22,280		—		22,280		—
Interest rate swaps	10,066		—		10,066		—
Foreign currency forward contracts	1,173		—		1,173		—
Total Liabilities	$	82,992	$	—	$	33,519	$	49,473

	Balance as of December 31, 2012		Fair Value Measurements as of December 31, 2012
			Level 1		Level 2		Level 3
Assets:
Cash surrender value of life insurance	$	19,492	$	—	$	19,492	$	—
Total Assets	$	19,492	$	—	$	19,492	$	—
Liabilities:
Contingent consideration liabilities	$	90,009	$	—	$	—	$	90,009
Deferred compensation liabilities	19,843		—		19,843		—
Interest rate swaps	15,643		—		15,643		—
Total Liabilities	$	125,495	$	—	$	35,486	$	90,009

Significant Unobservable Inputs Used In Fair Value Measurements

The significant unobservable inputs used in the fair value measurements of our Level 3 contingent consideration liabilities were as follows:

Unobservable Input	June 30, 2013 Weighted Average		December 31, 2012 Weighted Average
Probability of achieving payout targets	70.4	%	79.7	%
Discount rate	6.5	%	6.6	%

Changes In Fair Value Of Contingent Consideration Obligations

Changes in the fair value of our contingent consideration liabilities for the three and six months endedJune 30, 2013 and 2012 were as follows (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Beginning balance	$	49,565		$	82,909		$	90,009		$	82,382
Contingent consideration liabilities recorded for business acquisitions	261			5,433			2,650			5,540
Payments	(581		)	—			(38,349		)	(600		)
Loss (gain) included in earnings	230			1,240			1,053			(105		)
Exchange rate effects	(2		)	(1,545		)	(5,890		)	820
Ending balance	$	49,473		$	88,037		$	49,473		$	88,037

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Schedule of Derivative Instruments (Details) In Thousands, unless otherwise specified	Jun. 30, 2013 USD ($)	Dec. 31, 2012 USD ($)	Jun. 30, 2013 Pound Sterling Notional Amount [Member] GBP (£)	Jun. 30, 2013 Interest rate swap US Dollar Notional Amount [Member] USD ($)	Dec. 31, 2012 Interest rate swap US Dollar Notional Amount [Member] USD ($)	Jun. 30, 2013 Interest rate swap Pound Sterling Notional Amount [Member] USD ($)	Dec. 31, 2012 Interest rate swap Pound Sterling Notional Amount [Member] USD ($)	Dec. 31, 2012 Interest rate swap Pound Sterling Notional Amount [Member] GBP (£)	Jun. 30, 2013 Interest rate swap Canadian Dollar Notional Amount [Member] USD ($)	Jun. 30, 2013 Interest rate swap Canadian Dollar Notional Amount [Member] CAD	Dec. 31, 2012 Interest rate swap Canadian Dollar Notional Amount [Member] USD ($)	Dec. 31, 2012 Interest rate swap Canadian Dollar Notional Amount [Member] CAD	Jun. 30, 2013 Foreign exchange forward Pound Sterling Notional Amount [Member] USD ($)	Jun. 30, 2013 Foreign exchange forward Pound Sterling Notional Amount [Member] GBP (£)	Jun. 30, 2013 Foreign exchange forward Euro Notional Amount [Member] USD ($)	Jun. 30, 2013 Foreign exchange forward Euro Notional Amount [Member] EUR (€)
Derivative
Derivative, notional amount			£ 50,000	$ 420,000	$ 520,000			£ 50,000		25,000		25,000		£ 70,000		€ 149,976
Derivative assets, noncurrent	148								148
Derivative liabilities, current	1,173	705			705								544		629
Derivative liabilities, noncurrent	$ 9,793	$ 14,938		$ 8,678	$ 12,791	$ 1,115	$ 2,135				$ 12

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Schedule of Inventory (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Product Information
Inventory	$ 972,926	$ 900,803
Aftermarket and refurbished products
Product Information
Inventory	598,939	523,677
Salvage and remanufactured products
Product Information
Inventory	$ 373,987	$ 377,126

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Schedule of Pre-Tax Stock-Based Compensation Expense (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense	$ 5,613	$ 3,968	$ 10,562	$ 7,978
RSUs
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense	4,443	2,019	8,115	4,083
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense	1,124	1,721	2,333	3,442
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense	$ 46	$ 228	$ 114	$ 453

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Significant Unobservable Inputs Used in Fair Value Measurements (Details) (Contingent consideration liabilities, Level 3)	Jun. 30, 2013	Dec. 31, 2012
Contingent consideration liabilities | Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
Weighted Average, Probability of achieving payout targets	70.40%	79.70%
Weighted Average, Discount rate	6.50%	6.60%

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Segment and Geographic Information (Tables)

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Schedule Of Financial Performance By Reportable Segment

The following table presents our financial performance, including revenue, earnings before interest, taxes, depreciation and amortization ("EBITDA"), and depreciation and amortization by reportable segment for the periods indicated (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Revenue
North America	$	953,918	$	841,335	$	1,937,306	$	1,712,419
Europe	297,830		165,196		510,439		325,889
Total revenue	$	1,251,748	$	1,006,531	$	2,447,745	$	2,038,308
EBITDA
North America	$	118,632	$	109,687	$	253,967	$	241,875
Europe	33,764		16,057		57,832		35,590
Total EBITDA	$	152,396	$	125,744	$	311,799	$	277,465
Depreciation and Amortization
North America	$	16,251	$	14,771	$	32,138	$	28,773
Europe	4,420		2,418		7,573		4,673
Total depreciation and amortization	$	20,671	$	17,189	$	39,711	$	33,446

Reconciliation Of EBITDA To Net Income

The table below provides a reconciliation from EBITDA to Net Income (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
EBITDA	$	152,396	$	125,744	$	311,799	$	277,465
Depreciation and amortization	20,671		17,189		39,711		33,446
Interest expense, net	12,492		7,356		21,087		14,723
Loss on debt extinguishment	2,795		—		2,795		—
Provision for income taxes	40,716		37,201		87,892		84,307
Net income	$	75,722	$	63,998	$	160,314	$	144,989

Schedule Of Capital Expenditures By Reportable Segment

The following table presents capital expenditures, which includes additions to property and equipment, by reportable segment (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Capital Expenditures
North America	$	16,138	$	16,372	$	33,702	$	34,506
Europe	2,553		3,914		6,449		7,109
	$	18,691	$	20,286	$	40,151	$	41,615

Schedule Of Assets By Reportable Segment

The following table presents assets by reportable segment (in thousands):

	June 30, 2013		December 31, 2012
Receivables, net
North America	$	269,533	$	241,627
Europe	143,682		70,181
Total receivables, net	413,215		311,808
Inventory
North America	729,799		750,565
Europe	243,127		150,238
Total inventory	972,926		900,803
Property and Equipment, net
North America	436,364		434,010
Europe	78,989		60,369
Total property and equipment, net	515,353		494,379
Other unallocated assets	2,316,821		2,016,466
Total assets	$	4,218,315	$	3,723,456

Schedule Of Revenue By Geographic Area

The following table sets forth our revenue by geographic area (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Revenue
United States	$	915,152	$	789,346	$	1,804,493	$	1,610,311
United Kingdom	229,096		165,196		441,705		325,889
Other countries	107,500		51,989		201,547		102,108
	$	1,251,748	$	1,006,531	$	2,447,745	$	2,038,308

Schedule Of Tangible Long-Lived Assets By Geographic Area

The following table sets forth our tangible long-lived assets by geographic area (in thousands):

	June 30, 2013		December 31, 2012
Long-lived Assets
United States	$	408,007	$	408,244
United Kingdom	59,569		60,369
Other countries	47,777		25,766
	$	515,353	$	494,379

Schedule Of Revenue By Product Category

The following table sets forth our revenue by product category (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Aftermarket, other new and refurbished products	$	737,128	$	547,912	$	1,405,084	$	1,113,256
Recycled, remanufactured and related products and services	356,834		323,669		711,270		649,373
Other	157,786		134,950		331,391		275,679
	$	1,251,748	$	1,006,531	$	2,447,745	$	2,038,308

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Schedule of Capital Expenditures by Reportable Segment (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Segment Reporting Information
Capital Expenditures	$ 18,691	$ 20,286	$ 40,151	$ 41,615
North America
Segment Reporting Information
Capital Expenditures	16,138	16,372	33,702	34,506
Europe
Segment Reporting Information
Capital Expenditures	$ 2,553	$ 3,914	$ 6,449	$ 7,109

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Reconciliation of EBITDA to Net Income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Segment Reporting [Abstract]
EBITDA	$ 152,396	$ 125,744	$ 311,799	$ 277,465
Depreciation and amortization	20,671	17,189	39,711	33,446
Interest expense, net	12,492	7,356	21,087	14,723
Loss on debt extinguishment	2,795	0	2,795	0
Provision for income taxes	40,716	37,201	87,892	84,307
Net income	$ 75,722	$ 63,998	$ 160,314	$ 144,989

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Long-Term Obligations - Additional Information (Details) (USD $)					0 Months Ended				0 Months Ended							0 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 Notes payable	Dec. 31, 2012 Notes payable	May 03, 2013 Credit agreement	Jun. 30, 2013 Credit agreement	Dec. 31, 2012 Credit agreement	Sep. 30, 2011 Credit agreement	Sep. 28, 2012 Receivables securitization facility	Jun. 30, 2013 Receivables securitization facility	Dec. 31, 2012 Receivables securitization facility	Jun. 30, 2013 Other long-term debt	Dec. 31, 2012 Other long-term debt	May 03, 2013 Multicurrency Component Credit agreement	May 03, 2013 US Dollar Component Credit agreement	May 03, 2013 Amended Credit Agreement Credit agreement	May 03, 2013 Original Credit Agreement Credit agreement	May 09, 2013 4.75% Senior Notes Due May 2023
Debt Instrument [Line Items]
Weighted average interest rate			1.70%	1.70%		3.07%	2.85%			1.01%	1.05%	3.40%	3.30%
Senior Secured Credit Agreement [Abstract]
Payments of Financing Costs					$ 7,100,000
Deferred Finance Costs, Noncurrent, Net					6,000,000													9,400,000
Extension period of maturity date for credit agreement					2 years
Maximum credit agreement borrowings					1,800,000,000			1,400,000,000
Maximum revolving credit facility borrowings														1,200,000,000	150,000,000
Term loan					450,000,000	633,200,000	974,600,000
Maximum amount of letters of credit					150,000,000			125,000,000
Bridge loan maximum capacity					50,000,000			25,000,000
Maximum increase of revolving credit facility or term loans					400,000,000
Maximum senior secured leverage ratio					2.50
Original principal payment percentage in first and second years					1.25%
Prepayment requirement, duration to reinvest proceeds from sale or disposition of certain assets					12 months
Maximum net leverage ratio					3.50			3.00
Minimum consideration for acquisitions during 12 month period to change the maximum net leverage ratio					200,000,000
Maximum Net Leverage Ratio Subsequent To Acquisitions					4.00			3.50
Minimum interest coverage ratio					3.00
Increment change in applicable margin					0.25%
Increment change in commitment fees					0.05%
Fronting fee on letters of credit in addition to participation commission					0.125%
Current maturities of credit agreement						22,500,000	31,900,000
Outstanding letters of credit						54,400,000
Availability on the revolving credit facility						1,100,000,000
Loss on debt extinguishment																1,100,000	1,700,000
Senior Notes [Abstract]
Senior notes aggregate principal amount																		600,000,000
Senior notes interest rate																		4.75%
Percent of notes redeemable before May 15, 2016 with net cash proceeds from certain equity offerings																		35.00%
Notes redemption price, percent of principal amount																		100.00%
Period to consummate exchange offer																		365 days
Failure to consummate exchange offer, annual interest rate increase																		0.25%
Failure to consummate exchange offer, for each subsequent default period, additional increase in annual interest rate																		0.25%
Failure to consummate exchange offer, subsequent default period for additional incremental increase in annual interest rate																		90 days
Failure to consummate exchange offer, maximum additional increase in annual interest rate																		1.00%
Receivables Securitization Facility [Abstract]
Debt and capital lease obligations	1,376,481,000	1,118,478,000	43,577,000	42,398,000						80,000,000	80,000,000	19,659,000	21,491,000
Receivables securitization facility term period									3 years
Receivables securitization maximum borrowing capacity									80,000,000
Receivables used as collateral for receivables securitization facility										$ 117,900,000	$ 116,900,000
Margin above LIBOR for receivables secuirtization facility									1.25%

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Derivative Instruments and Hedging Activities (Tables)

6 Months Ended

Jun. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments

The following table summarizes the notional amounts and fair values of our designated cash flow hedges as of June 30, 2013 and December 31, 2012 (in thousands):

	Notional Amount				Fair Value at June 30, 2013						Fair Value at December 31, 2012
	June 30, 2013		December 31, 2012		Other Assets		Other Accrued Expenses		Other Noncurrent Liabilities		Other Accrued Expenses		Other Noncurrent Liabilities
Interest rate swap agreements
USD denominated	$	420,000	$	520,000	$	—	$	—	$	8,678	$	705	$	12,791
GBP denominated	£	50,000	£	50,000	—		—		1,115		—		2,135
CAD denominated	C$	25,000	C$	25,000	148		—		—		—		12
Foreign currency forward contracts
EUR denominated	€	149,976	—		—		629		—		—		—
GBP denominated	£	70,000	—		—		544		—		—		—
Total cash flow hedges					$	148	$	1,173	$	9,793	$	705	$	14,938

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Consolidated Condensed Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 160,314	$ 144,989
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	39,711	33,446
Stock-based compensation expense	10,562	7,978
Excess tax benefit from stock-based payments	(10,902)	(7,219)
Other	6,126	1,369
Changes in operating assets and liabilities, net of effects from acquisitions:
Receivables	(50,320)	(22,662)
Inventory	(6,227)	(30,763)
Prepaid income taxes/income taxes payable	34,521	13,728
Accounts payable	14,361	3,802
Other operating assets and liabilities	11,344	(23,656)
Net cash provided by operating activities	209,490	121,012
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(40,151)	(41,615)
Proceeds from sales of property and equipment	1,251	472
Cash used in acquisitions, net of cash acquired	(308,579)	(120,315)
Net cash used in investing activities	(347,479)	(161,458)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	10,604	10,112
Excess tax benefit from stock-based payments	10,902	7,219
Debt issuance costs	(16,521)	0
Proceeds from issuance of senior notes	600,000	0
Borrowings under revolving credit facility	353,408	331,342
Repayments under revolving credit facility	(708,060)	(484,851)
Borrowings under term loans	35,000	200,000
Repayments under term loans	(5,625)	(8,750)
Borrowings under receivables securitization facility	1,500	0
Repayments under receivables securitization facility	(1,500)	0
Payments of other obligations	(38,556)	(3,611)
Net cash provided by financing activities	241,152	51,461
Effect of exchange rate changes on cash and equivalents	(1,343)	91
Net increase in cash and equivalents	101,820	11,106
Cash and equivalents, beginning of period	59,770	48,247
Cash and equivalents, end of period	161,590	59,353
Supplemental disclosure of cash paid for:
Income taxes, net of refunds	53,459	70,698
Interest	15,286	13,484
Supplemental disclosure of noncash investing and financing activities:
Notes payable and long-term obligations, including notes issued in connection with business acquisitions	7,260	7,936
Contingent consideration liabilities	2,650	5,540
Non-cash property and equipment additions	$ 3,407	$ 6,162

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Interim Financial Statements

6 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Interim Financial Statements

Interim Financial Statements

The unaudited financial statements presented in this report represent the consolidation of LKQ Corporation, a Delaware corporation, and its subsidiaries. LKQ Corporation is a holding company and all operations are conducted by subsidiaries. When the terms "LKQ," "the Company," "we," "us," or "our" are used in this document, those terms refer to LKQ Corporation and its consolidated subsidiaries.

We have prepared the accompanying unaudited consolidated condensed financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to interim financial statements. Accordingly, certain information related to our significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These unaudited consolidated condensed financial statements reflect, in the opinion of management, all material adjustments (which include only normal recurring adjustments) necessary to fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented.

During the third quarter of 2012, our Board of Directors approved a two-for-one split of our common stock. The stock split was completed in the form of a stock dividend that was issued on September 18, 2012 to stockholders of record at the close of business on August 28, 2012. The stock began trading on a split adjusted basis on September 19, 2012. The Company’s historical share and per share information within this Quarterly Report on Form 10-Q has been retroactively adjusted to give effect to this stock split.

During the 2013 Annual Meeting of Stockholders in May 2013, our stockholders approved an amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock from 500 million to 1 billion. The increased number of authorized shares is reflected on our Unaudited Consolidated Condensed Balance Sheet as of June 30, 2013.

Operating results for interim periods are not necessarily indicative of the results that can be expected for any subsequent interim period or for a full year. These interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our most recent Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on March 1, 2013.

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Long-Term Obligations

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Long-Term Obligations

Long-Term Obligations

Long-Term Obligations consist of the following (in thousands):

	June 30, 2013			December 31, 2012
Senior secured credit agreement:
Term loans payable	$	450,000		$	420,625
Revolving credit facility	183,245			553,964
Senior notes	600,000			—
Receivables securitization facility	80,000			80,000
Notes payable through October 2018 at weighted average interest rates of 1.7%	43,577			42,398
Other long-term debt at weighted average interest rates of 3.4% and 3.3%, respectively	19,659			21,491
	1,376,481			1,118,478
Less current maturities	(64,962		)	(71,716		)
	$	1,311,519		$	1,046,762

Senior Secured Credit Agreement

On May 3, 2013, we entered into an amended and restated credit agreement (the "Credit Agreement") with the several lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, Bank of America N.A., as syndication agent, The Bank of Tokyo-Mitsubishi UFJ, LTD and RBS Citizens, N.A., as co-documentation agents, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of Tokyo-Mitsubishi UFJ, LTD and RBS Citizens, N.A., as joint lead arrangers and joint bookrunners. The Credit Agreement retains many of the terms of the Company's amended and restated credit agreement dated September 30, 2011 (the "Original Credit Agreement") while also modifying certain terms to (1) extend the maturity date by approximately two years to May 3, 2018; (2) increase the total availability under the Credit Agreement from $1.4 billion to $1.8 billion (composed of $1.2 billion in the revolving credit facility's multicurrency component, $150 million in the revolving credit facility's US dollar component, and $450 million of term loans; (3) increase the amount of letters of credit that may be issued under the revolving credit facility to $150 million from $125 million; (4) raise the amount of swing line loans available under the revolving credit facility to $50 million from $25 million; (5) increase the maximum net leverage ratio covenant; (6) add certain subsidiaries as additional borrowers under the revolving credit facility; and (7) make other immaterial or clarifying modifications and amendments to the terms of the Original Credit Agreement. The Credit Agreement allows the Company to increase the amount of the revolving credit facility or obtain incremental term loans up to the greater of $400 million or the amount that may be borrowed while maintaining a senior secured leverage ratio of less than or equal to 2.50 to 1.00, subject to the agreement of the lenders. The proceeds of the Credit Agreement were used to repay amounts outstanding under the Original Credit Agreement, to pay fees related to the amendment and restatement and for general corporate purposes.    

Amounts under the revolving credit facility are due and payable upon maturity of the Credit Agreement on May 3, 2018. Amounts under the initial and additional term borrowings are due and payable in quarterly installments equal to 1.25% of the original principal amount beginning on September 30, 2013, with the remaining balance due and payable on the maturity date of the Credit Agreement. We are required to prepay the term loan by amounts equal to proceeds from the sale or disposition of certain assets if the proceeds are not reinvested within twelve months. We also have the option to prepay outstanding amounts under the Credit Agreement without penalty.    

The Credit Agreement contains customary representations and warranties, and contains customary covenants that provide limitations and conditions on our ability to enter into certain transactions. The Credit Agreement also contains financial and affirmative covenants under which we (i) may not exceed a maximum net leverage ratio of 3.50 to 1.00 (an increase from 3.00 to 1.00 under the Original Credit Agreement), except in connection with permitted acquisitions with aggregate consideration in excess of $200 million during any period of four consecutive fiscal quarters in which case the maximum net leverage ratio may increase to 4.00 to 1.00 for the subsequent four fiscal quarters (an increase from 3.50 to 1.00 under the Original Credit Agreement) and (ii) are required to maintain a minimum interest coverage ratio of 3.00 to 1.00. We were in compliance with all restrictive covenants under the Credit Agreement and the Original Credit Agreement as of June 30, 2013 and December 31, 2012, respectively.

Borrowings under the Credit Agreement bear interest at variable rates, which depend on the currency and duration of the borrowing elected, plus an applicable margin. The applicable margin is subject to change in increments of 0.25% depending on our net leverage ratio. Interest payments are due on the last day of the selected interest period or quarterly in arrears depending on the type of borrowing. Including the effect of the interest rate swap agreements described in Note 5, "Derivative Instruments and Hedging Activities," the weighted average interest rates on borrowings outstanding against the Credit Agreement at June 30, 2013 and December 31, 2012 were 3.07% and 2.85%, respectively. We also pay a commitment fee based on the average daily unused amount of the revolving credit facility. The commitment fee is subject to change in increments of 0.05% depending on our net leverage ratio. In addition, we pay a participation commission on outstanding letters of credit at an applicable rate based on our net leverage ratio, as well as a fronting fee of 0.125% to the issuing bank, which are due quarterly in arrears. Borrowings under the Credit Agreement totaled $633.2 million and $974.6 million at June 30, 2013 and December 31, 2012, respectively, of which $22.5 million and $31.9 million were classified as current maturities, respectively. As of June 30, 2013, there were letters of credit outstanding in the aggregate amount of $54.4 million. The amounts available under the revolving credit facility are reduced by the amounts outstanding under letters of credit, and thus availability on the revolving credit facility at June 30, 2013 was $1.1 billion.

Related to the execution of the Credit Agreement, we incurred $7.1 million of fees, of which $6.0 million were capitalized within Other Assets on our Unaudited Consolidated Condensed Balance Sheet and are amortized over the term of the agreement. The remaining $1.1 million of fees were expensed, together with $1.7 million of capitalized debt issuance costs related to the Original Credit Agreement, as a loss on debt extinguishment in our Unaudited Consolidated Condensed Statements of Income for the three and six months ended June 30, 2013.

Senior Notes

On May 9, 2013, we completed an offering of $600 million aggregate principal amount of senior notes due May 15, 2023 (the "Notes") in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The proceeds from the offering were used to repay revolver borrowings under our senior secured credit agreement, including amounts borrowed to finance our acquisition of Sator in May 2013 as discussed further in Note 9, "Business Combinations," to pay related fees and expenses, and for general corporate purposes. The Notes are governed by the Indenture dated as of May 9, 2013 among LKQ Corporation, certain of our subsidiaries (the "Guarantors") and U.S. Bank National Association, as trustee.

The Notes bear interest at a rate of 4.75% per year from the date of original issuance or from the most recent payment date on which interest has been paid or provided for. Interest on the Notes is payable in arrears on May 15 and November 15 of each year, beginning on November 15, 2013. The Notes are fully and unconditionally guaranteed by the Guarantors.

The Notes and the guarantees will be our and each Guarantor's senior unsecured obligations and will be subordinated to all of the Guarantors' existing and future secured debt to the extent of the assets securing that secured debt. In addition, the Notes will be effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the Notes to the extent of the assets of those subsidiaries.

The Notes will be redeemable, in whole or in part, at any time on or after May 15, 2018 on the redemption dates and at the respective redemption prices specified in the Indenture. In addition, we may redeem up to 35% of the notes before May 15, 2016 with the net cash proceeds from certain equity offerings. We may also redeem some or all of the notes before May 15, 2018 at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date, plus a "make whole" premium. We may be required to make an offer to purchase the notes upon the sale of certain assets, subject to certain exceptions, and upon a change of control.

In connection with the sale of the Notes, the Company entered into a Registration Rights Agreement dated as of May 9, 2013 (the "Registration Rights Agreement") with the Guarantors and the representative of the initial purchasers of the Notes identified therein. Under the Registration Rights Agreement, the Company and the Guarantors have agreed to (i) file an exchange offer registration statement to exchange the Notes for a new issue of debt securities registered under the Securities Act of 1933, with terms substantially identical to those of the Notes (except that the exchange notes will not contain terms with respect to additional interest, registration rights, or certain transfer restrictions); (ii) use their commercially reasonable efforts to consummate the exchange offer within 365 days after the issue date of the Notes; and (iii) in certain circumstances, file a shelf registration statement for the resale of the Notes. If the Company and the Guarantors fail to consummate the exchange offer within 365 days of the issue date of the Notes or otherwise fail to satisfy their registration obligations under the Registration Rights Agreement, then the annual interest rate on the Notes will increase by 0.25% per annum and by an additional 0.25% per annum for each subsequent 90-day period during which the registration default continues, up to a maximum additional interest rate of 1.0% per annum.

Fees incurred related to the offering of the Notes totaling $9.4 million were capitalized within Other Assets on our Unaudited Consolidated Condensed Balance Sheet and are amortized over the term of the Notes.

Receivables Securitization Facility

On September 28, 2012, we entered into a three year receivables securitization facility with The Bank of Tokyo-Mitsubishi UFJ, Ltd. ("BTMU"), as Administrative Agent. Under the facility, LKQ sells an ownership interest in certain receivables, related collections and security interests to BTMU for the benefit of conduit investors and/or financial institutions for up to $80 million in cash proceeds. Upon payment of the receivables by customers, rather than remitting to BTMU the amounts collected, LKQ retains such collections as proceeds for the sale of new receivables generated by certain of the ongoing operations of the Company.     

The sale of the ownership interest in the receivables is accounted for as a secured borrowing in our Unaudited Consolidated Condensed Balance Sheets, under which the receivables included in the program collateralize the amounts invested by BTMU and the conduit investors and/or financial institutions. The receivables are held by LKQ Receivables Finance Company, LLC ("LRFC"), a wholly owned bankruptcy-remote special purpose subsidiary of LKQ, and therefore, the receivables are available first to satisfy the creditors of LRFC, including the investors. As of June 30, 2013 and December 31, 2012, $117.9 million and $116.9 million, respectively, of net receivables were collateral for the investment under the receivables facility.

Under the receivables facility, we pay variable interest rates plus a margin on the outstanding amounts invested by the Purchasers. The variable rates are based on (i) commercial paper rates, (ii) the London InterBank Offered Rate ("LIBOR") plus 1.25%, or (iii) base rates, and are payable monthly in arrears. Commercial paper rates will be the applicable variable rate unless conduit investors are not available to invest in the receivables at commercial paper rates. In such case, financial institutions will invest at the LIBOR rate plus 1.25% or at base rates. We also pay a commitment fee on the excess of the investment maximum over the average daily outstanding investment, payable monthly in arrears. As of June 30, 2013 and December 31, 2012, the interest rate under the receivables facility was based on commercial paper rates and was 1.01% and 1.05%, respectively. The outstanding balance of $80.0 million as of both June 30, 2013 and December 31, 2012 was classified as long-term on the Unaudited Consolidated Condensed Balance Sheets because we have the ability and intent to refinance these borrowings on a long-term basis.

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Financial Statement Information

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Financial Statement Information

Financial Statement Information

Revenue Recognition

The majority of our revenue is derived from the sale of vehicle parts. Revenue is recognized when the products are shipped or delivered to, or picked up by, customers, and title has transferred, subject to an allowance for estimated returns, discounts and allowances that we estimate based upon historical information. We recorded a reserve for estimated returns, discounts and allowances of $28.9 million and $24.7 million at June 30, 2013 and December 31, 2012, respectively. We present taxes assessed by governmental authorities collected from customers on a net basis. Therefore, the taxes are excluded from revenue on our Unaudited Consolidated Condensed Statements of Income and are shown as a current liability on our Unaudited Consolidated Condensed Balance Sheets until remitted. We recognize revenue from the sale of scrap, cores and other metals when title has transferred, which typically occurs upon delivery to the customer.

Receivables

We recorded a reserve for uncollectible accounts of $11.9 million and $9.5 million at June 30, 2013 and December 31, 2012, respectively.

Inventory

Inventory consists of the following (in thousands):

	June 30, 2013		December 31, 2012
Aftermarket and refurbished products	$	598,939	$	523,677
Salvage and remanufactured products	373,987		377,126
	$	972,926	$	900,803

Intangible Assets

Intangible assets consist primarily of goodwill (the cost of purchased businesses in excess of the fair value of the identifiable net assets acquired) and other specifically identifiable intangible assets, such as trade names, trademarks, customer relationships and covenants not to compete.

The change in the carrying amount of goodwill by reportable segment during the six months ended June 30, 2013 is as follows (in thousands):

	North America			Europe			Total
Balance as of January 1, 2013	$	1,339,831		$	350,453		$	1,690,284
Business acquisitions and adjustments to previously recorded goodwill	15,708			149,524			165,232
Exchange rate effects	(6,774		)	(22,614		)	(29,388		)
Balance as of June 30, 2013	$	1,348,765		$	477,363		$	1,826,128

The components of other intangibles are as follows (in thousands):

	June 30, 2013							December 31, 2012
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Trade names and trademarks	$	140,527	$	(24,332	)	$	116,195	$	118,422	$	(21,599	)	$	96,823
Customer relationships	39,378		(8,583		)	30,795		14,426		(6,642		)	7,784
Covenants not to compete	3,687		(1,906		)	1,781		3,654		(1,546		)	2,108
	$	183,592	$	(34,821	)	$	148,771	$	136,502	$	(29,787	)	$	106,715

During the six months endedJune 30, 2013, we recorded $24.7 million of trade names and $25.3 million of customer relationships for our acquisition of Sator Beheer B.V. ("Sator") as discussed in Note 9, "Business Combinations." Trade names and trademarks are amortized over a useful life ranging from 10 to 30 years on a straight-line basis. Customer relationships are amortized over the expected period to be benefited (5 to 15 years) on either a straight-line or accelerated basis. Covenants not to compete are amortized over the lives of the respective agreements, which range from one to five years, on a straight-line basis. Amortization expense for intangibles was $5.3 million and $4.2 million during the six month periods ended June 30, 2013 and 2012, respectively. Estimated amortization expense for each of the five years in the period ending December 31, 2017 is $12.1 million, $12.9 million, $11.7 million, $10.4 million and $9.6 million, respectively.

Depreciation Expense

Included in Cost of Goods Sold on the Unaudited Consolidated Condensed Statements of Income is depreciation expense associated with our refurbishing, remanufacturing, and furnace operations and our distribution centers.

Warranty Reserve

Some of our salvage mechanical products are sold with a standard six month warranty against defects. Additionally, some of our remanufactured engines are sold with a standard three year warranty against defects. We also provide a limited lifetime warranty for certain of our aftermarket products. We record the estimated warranty costs at the time of sale using historical warranty claim information to project future warranty claims activity. The changes in the warranty reserve during the six month period ended June 30, 2013 were as follows (in thousands):

Balance as of January 1, 2013	$	10,574
Warranty expense	15,028
Warranty claims	(14,180		)
Balance as of June 30, 2013	$	11,422

For an additional fee, we also sell extended warranty contracts for certain mechanical products. The expense related to extended warranty claims is recognized when the claim is made.

Recent Accounting Pronouncements

Effective January 1, 2013, we adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." This update requires disclosure of amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. The update does not change the items reported in other comprehensive income or when an item of other comprehensive income is reclassified to net income. As this guidance only revises the presentation and disclosures related to the reclassification of items out of accumulated other comprehensive income, the adoption of this guidance did not affect our financial position, results of operations or cash flows. See Note 12, "Accumulated Other Comprehensive Income (Loss)" for the additional required disclosures.

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Schedule of Stock-Based Compensation Expense Included in Statements of Income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Employee Service Share-based Compensation, Allocation of Recognized Period Costs
Stock-based compensation expense, before tax	$ 5,613	$ 3,968	$ 10,562	$ 7,978
Income tax benefit	(2,189)	(1,548)	(4,119)	(3,112)
Total stock-based compensation expense, net of tax	3,424	2,420	6,443	4,866
Cost of goods sold
Employee Service Share-based Compensation, Allocation of Recognized Period Costs
Stock-based compensation expense, before tax	98	96	196	199
Facility and warehouse expenses
Employee Service Share-based Compensation, Allocation of Recognized Period Costs
Stock-based compensation expense, before tax	687	609	1,371	1,303
Selling, general and administrative expenses
Employee Service Share-based Compensation, Allocation of Recognized Period Costs
Stock-based compensation expense, before tax	$ 4,828	$ 3,263	$ 8,995	$ 6,476

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Computation Of Earnings Per Share

The following chart sets forth the computation of earnings per share (in thousands, except per share amounts):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Net income	$	75,722	$	63,998	$	160,314	$	144,989
Denominator for basic earnings per share—weighted average shares outstanding	299,159		295,290		298,690		294,784
Effect of dilutive securities:
RSUs	758		440		721		438
Stock options	3,728		4,372		3,865		4,476
Restricted stock	12		50		19		48
Denominator for diluted earnings per share—Adjusted weighted average shares outstanding	303,657		300,152		303,295		299,746
Earnings per share, basic	$	0.25	$	0.22	$	0.54	$	0.49
Earnings per share, diluted	$	0.25	$	0.21	$	0.53	$	0.48

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Interim Financial Statements Interim Financial Statements - Additional Information (Details)	3 Months Ended
	Sep. 30, 2012	Jun. 30, 2013	Dec. 31, 2012
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Stock split conversion ratio	2
Common stock, shares authorized		1,000,000,000	500,000,000

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Changes in Warranty Reserve (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Warranty Reserve [Roll Forward]
Beginning balance	$ 10,574
Warranty expense	15,028
Warranty claims	(14,180)
Ending balance	$ 11,422

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Purchase Price Allocations for Acquisitions (Details) In Thousands, unless otherwise specified	Jun. 30, 2013 USD ($)	Dec. 31, 2012 USD ($)	Jun. 30, 2013 Sator USD ($)	Jun. 30, 2013 Sator EUR (€)	Jun. 30, 2013 All 2013 Acquisitions Excluding Sator USD ($)	Jun. 30, 2013 All 2013 Acquisitions USD ($)	Dec. 31, 2012 All 2012 Acquisitions USD ($)
Business Acquisition
Receivables			$ 61,639		$ 4,726	$ 66,365	$ 15,473
Receivable reserves			(8,563)		(224)	(8,787)	(1,459)
Inventory			71,784		7,095	78,879	62,305
Prepaid expenses and other current assets			7,184		365	7,549	201
Property and equipment			19,484		4,831	24,315	31,930
Goodwill	1,826,128	1,690,284	139,158		26,074	165,232	201,742
Other intangibles			49,978		175	50,153	655
Other assets			2,049		0	2,049	187
Deferred income taxes			(15,222)		(32)	(15,254)	428
Current liabilities assumed			(49,593)		(1,775)	(51,368)	(22,910)
Debt assumed					(124)	(124)	(3,989)
Other noncurrent liabilities assumed			(5,074)			(5,074)
Contingent consideration liabilities					(2,650)	(2,650)	(5,456)
Other purchase price obligations					(992)	(992)	(1,647)
Notes issued					(2,408)	(2,408)	(15,990)
Cash used in acquisitions, net of cash acquired			$ 272,824	€ 209,800	$ 35,061	$ 307,885	$ 261,470

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Changes in Fair Value of Contingent Consideration Obligations (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Contingent Consideration Obligations [Roll Forward]
Beginning balance	$ 49,565	$ 82,909	$ 90,009	$ 82,382
Contingent consideration liabilities recorded for business acquisitions	261	5,433	2,650	5,540
Payments	(581)		(38,349)	(600)
Loss (gain) included in earnings	230	1,240	1,053	(105)
Exchange rate effects	(2)	(1,545)	(5,890)	820
Ending balance	$ 49,473	$ 88,037	$ 49,473	$ 88,037

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Derivative Instruments and Hedging Activities - Additional Information (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Net loss included in accumulated other comprehensive income (loss) to be reclassified to earnings within 12 months	$ 4.1

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Consolidated Condensed Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	1,000,000,000	500,000,000
Common stock, shares issued	299,798,228	297,810,896
Common stock, shares outstanding	299,798,228	297,810,896

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Operating Leases

We are obligated under noncancelable operating leases for corporate office space, warehouse and distribution facilities, trucks and certain equipment.

The future minimum lease commitments under these leases at June 30, 2013 are as follows (in thousands):

Six months ending December 31, 2013	$	61,194
Years ending December 31:
2014	100,859
2015	89,359
2016	71,307
2017	56,731
2018	44,952
Thereafter	132,250
Future Minimum Lease Payments	$	556,652

Litigation and Related Contingencies

We are a plaintiff in a class action lawsuit against several aftermarket product suppliers. During the three and six month periods endedJune 30, 2012, we recognized gains of $8.4 million and $16.7 million, respectively, resulting from settlements with certain of the defendants. These gains were recorded as a reduction of Cost of Goods Sold on our Unaudited Consolidated Condensed Statements of Income. The class action is still pending against two defendants, the results of which are not expected to be material to our financial position, results of operations or cash flows. If there is a class settlement with (or a favorable judgment entered against) either of the remaining defendants, we will recognize the gain from such settlement or judgment when substantially all uncertainties regarding its timing and amount are resolved and realization is assured.

We also have certain contingencies resulting from litigation, claims and other commitments and are subject to a variety of environmental and pollution control laws and regulations incident to the ordinary course of business. We currently expect that the resolution of such contingencies will not materially affect our financial position, results of operations or cash flows.

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Consolidated Condensed Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Statement of Other Comprehensive Income [Abstract]
Net income	$ 75,722	$ 63,998	$ 160,314	$ 144,989
Other comprehensive (loss) income, net of tax:
Foreign currency translation	(3,204)	(6,171)	(22,184)	2,336
Net change in unrecognized gains (losses) on derivative instruments, net of tax	2,629	(3,341)	3,361	(2,991)
Total other comprehensive loss	(575)	(9,512)	(18,823)	(655)
Total comprehensive income	$ 75,147	$ 54,486	$ 141,491	$ 144,334

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Income Taxes - Additional Information (Details)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Income Tax Disclosure [Abstract]
Effective income tax rate	35.40%	36.80%

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Consolidated Condensed Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Current Assets:
Cash and equivalents	$ 161,590	$ 59,770
Receivables, net	413,215	311,808
Inventory	972,926	900,803
Deferred income taxes	53,328	53,485
Prepaid income taxes	11,885	29,537
Prepaid expenses and other current assets	45,546	28,948
Total Current Assets	1,658,490	1,384,351
Property and Equipment, net	515,353	494,379
Intangible Assets:
Goodwill	1,826,128	1,690,284
Other intangibles, net	148,771	106,715
Other Assets	69,573	47,727
Total Assets	4,218,315	3,723,456
Current Liabilities:
Accounts payable	263,565	219,335
Accrued expenses:
Accrued payroll-related liabilities	46,083	44,400
Other accrued expenses	117,772	90,422
Income taxes payable	9,756	2,748
Contingent consideration liabilities	44,584	42,255
Other current liabilities	12,388	17,068
Current portion of long-term obligations	64,962	71,716
Total Current Liabilities	559,110	487,944
Long-Term Obligations, Excluding Current Portion	1,311,519	1,046,762
Deferred Income Taxes	118,044	102,275
Contingent Consideration Liabilities	4,889	47,754
Other Noncurrent Liabilities	87,100	74,627
Commitments and Contingencies
Stockholders’ Equity:
Common stock, $0.01 par value, 1,000,000,000 and 500,000,000 shares authorized, 299,798,228 and 297,810,896 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively	2,998	2,978
Additional paid-in capital	982,386	950,338
Retained earnings	1,170,333	1,010,019
Accumulated other comprehensive (loss) income	(18,064)	759
Total Stockholders’ Equity	2,137,653	1,964,094
Total Liabilities and Stockholders’ Equity	$ 4,218,315	$ 3,723,456

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Commitments and Contingencies - Additional Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2012	Jun. 30, 2013
Commitments and Contingencies Disclosure [Abstract]
Gain on lawsuit settlement	$ 8.4	$ 16.7
Number of defendants class action is pending against			2

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Business Combinations (Tables)

6 Months Ended

Jun. 30, 2013

Business Combinations [Abstract]

Purchase Price Allocations For Acquisitions

The purchase price allocations for the acquisitions completed during the six months endedJune 30, 2013 and the year ended December 31, 2012 are as follows (in thousands):

	Six Months Ended June 30, 2013									Year Ended
	Sator (Preliminary)			Other Acquisitions (Preliminary)			Total (Preliminary)			December 31, 2012 (Preliminary)
Receivables	$	61,639		$	4,726		$	66,365		$	15,473
Receivable reserves	(8,563		)	(224		)	(8,787		)	(1,459		)
Inventory	71,784			7,095			78,879			62,305
Prepaid expenses and other current assets	7,184			365			7,549			201
Property and equipment	19,484			4,831			24,315			31,930
Goodwill	139,158			26,074			165,232			201,742
Other intangibles	49,978			175			50,153			655
Other assets	2,049			—			2,049			187
Deferred income taxes	(15,222		)	(32		)	(15,254		)	428
Current liabilities assumed	(49,593		)	(1,775		)	(51,368		)	(22,910		)
Debt assumed	—			(124		)	(124		)	(3,989		)
Other noncurrent liabilities assumed	(5,074		)	—			(5,074		)	—
Contingent consideration liabilities	—			(2,650		)	(2,650		)	(5,456		)
Other purchase price obligations	—			(992		)	(992		)	(1,647		)
Notes issued	—			(2,408		)	(2,408		)	(15,990		)
Cash used in acquisitions, net of cash acquired	$	272,824		$	35,061		$	307,885		$	261,470

Pro Forma Effect Of Businesses Acquired

The following pro forma summary presents the effect of the businesses acquired during the six months ended June 30, 2013 as though they had been acquired as of January 1, 2012 and the effect of the businesses acquired during the year ended December 31, 2012 as though they had been acquired as of January 1, 2011. The pro forma adjustments are based upon unaudited financial information of the acquired entities (in thousands, except per share data):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Revenue, as reported	$	1,251,748	$	1,006,531	$	2,447,745	$	2,038,308
Revenue of purchased businesses for the period prior to acquisition:
Sator	31,306		92,401		126,309		186,664
Other acquisitions	4,799		77,515		14,119		170,474
Pro forma revenue	$	1,287,853	$	1,176,447	$	2,588,173	$	2,395,446
Net income, as reported	$	75,722	$	63,998	$	160,314	$	144,989
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments:
Sator	2,764		1,598		5,345		3,277
Other acquisitions	127		3,162		526		9,407
Pro forma net income	$	78,613	$	68,758	$	166,185	$	157,673
Earnings per share-basic, as reported	$	0.25	$	0.22	$	0.54	$	0.49
Effect of purchased businesses for the period prior to acquisition:
Sator	0.01		0.01		0.02		0.01
Other acquisitions	0.00		0.01		0.00		0.03
Pro forma earnings per share-basic (a)	$	0.26	$	0.23	$	0.56	$	0.53
Earnings per share-diluted, as reported	$	0.25	$	0.21	$	0.53	$	0.48
Effect of purchased businesses for the period prior to acquisition:
Sator	0.01		0.01		0.02		0.01
Other acquisitions	0.00		0.01		0.00		0.03
Pro forma earnings per share-diluted (a)	$	0.26	$	0.23	$	0.55	$	0.53

^(a) The sum of the individual earnings per share amounts may not equal the total due to rounding.

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Equity Incentive Plans (Tables)

6 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary Of Transactions In Stock-Based Compensation Plans

A summary of transactions in our stock-based compensation plans for the six months ended June 30, 2013 is as follows:

	Shares Available For Grant		RSUs				Stock Options				Restricted Stock
			Number Outstanding		Weighted- Average Grant Date Fair Value		Number Outstanding		Weighted- Average Exercise Price		Number Outstanding		Weighted- Average Grant Date Fair Value
Balance, January 1, 2013	14,643,932		2,351,362		$	14.02	9,355,070		$	6.90	116,000		$	9.47
Granted	(923,312	)	923,312		22.17		—		—		—		—
Exercised	—		—		—		(1,641,974	)	6.46		—		—
Vested	—		(345,358	)	14.38		—		—		(86,000	)	9.54
Canceled	138,022		(70,242	)	15.80		(67,780	)	8.69		—		—
Balance, June 30, 2013	13,858,642		2,859,074		$	16.57	7,645,316		$	6.98	30,000		$	9.30

Schedule Of Pre-Tax Stock-Based Compensation Expense

The components of pre-tax stock-based compensation expense are as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
RSUs	$	4,443	$	2,019	$	8,115	$	4,083
Stock options	1,124		1,721		2,333		3,442
Restricted stock	46		228		114		453
Total stock-based compensation expense	$	5,613	$	3,968	$	10,562	$	7,978

Schedule Of Stock-Based Compensation Expense Included In Statements Of Income

The following table sets forth the classification of total stock-based compensation expense included in our Unaudited Consolidated Condensed Statements of Income (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Cost of goods sold	$	98		$	96		$	196		$	199
Facility and warehouse expenses	687			609			1,371			1,303
Selling, general and administrative expenses	4,828			3,263			8,995			6,476
	5,613			3,968			10,562			7,978
Income tax benefit	(2,189		)	(1,548		)	(4,119		)	(3,112		)
Total stock-based compensation expense, net of tax	$	3,424		$	2,420		$	6,443		$	4,866

Schedule Of Stock-Based Compensation Expense Expected To Be Recognized

As of June 30, 2013, unrecognized compensation expense related to unvested RSUs, stock options and restricted stock is expected to be recognized as follows (in thousands):

	RSUs		Stock Options		Restricted Stock		Total
Remainder of 2013	$	8,976	$	2,247	$	94	$	11,317
2014	12,867		3,007		139		16,013
2015	9,417		75		—		9,492
2016	5,669		—		—		5,669
2017	2,571		—		—		2,571
2018	96		—		—		96
Total unrecognized compensation expense	$	39,596	$	5,329	$	233	$	45,158

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Long-Term Obligations Schedule of Long-Term Obligations (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Long-term obligations	$ 1,376,481	$ 1,118,478
Less current maturities	(64,962)	(71,716)
Long-Term Obligations, Excluding Current Portion	1,311,519	1,046,762
Term loans payable
Debt Instrument [Line Items]
Long-term obligations	450,000	420,625
Revolving credit facility
Debt Instrument [Line Items]
Long-term obligations	183,245	553,964
Senior notes
Debt Instrument [Line Items]
Long-term obligations	600,000	0
Receivables securitization facility
Debt Instrument [Line Items]
Long-term obligations	80,000	80,000
Notes payable
Debt Instrument [Line Items]
Long-term obligations	43,577	42,398
Other long-term debt
Debt Instrument [Line Items]
Long-term obligations	$ 19,659	$ 21,491

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Business Combinations - Additional Information (Details)	3 Months Ended		6 Months Ended		12 Months Ended	6 Months Ended				12 Months Ended				3 Months Ended	6 Months Ended		6 Months Ended
	Jun. 30, 2013 USD ($)	Jun. 30, 2012 USD ($)	Jun. 30, 2013 USD ($)	Jun. 30, 2012 USD ($)	Dec. 31, 2012 USD ($)	Jun. 30, 2013 North America USD ($)	Dec. 31, 2012 North America USD ($)	Jun. 30, 2013 All 2013 Acquisitions USD ($)	Dec. 31, 2012 All 2012 Acquisitions USD ($)	Dec. 31, 2012 All 2012 Acquisitions North America	Dec. 31, 2012 All 2012 Acquisitions Wholesale North America Segment	Dec. 31, 2012 All 2012 Acquisitions Scrap and Other Metals Processors	Dec. 31, 2012 All 2012 Acquisitions Self Service Segment	Jun. 30, 2013 Sator USD ($)	Jun. 30, 2013 Sator USD ($)	Jun. 30, 2013 Sator EUR (€)	Jun. 30, 2013 All 2013 Acquisitions Excluding Sator USD ($)	Jun. 30, 2013 All 2013 Acquisitions Excluding Sator Wholesale North America Segment	Dec. 31, 2011 ECP 2013 Contingent Payment GBP (£)	Dec. 31, 2011 ECP 2013 Contingent Payment Draco Portion GBP (£)
Business Acquisition
Number of acquisitions										30	22	2	8				9	7
Total acquisition date fair value of the consideration for acquisitions									$ 284,600,000								$ 41,100,000
Cash used in acquisitions, net of cash acquired								307,885,000	261,470,000					272,824,000	272,824,000	209,800,000	35,061,000
Notes issued								2,408,000	15,990,000								2,408,000
Other purchase price obligations								992,000	1,647,000								992,000
Acquisition fair value of contingent consideration								2,650,000	5,456,000								2,650,000
Maximum payment under contingent consideration agreement									6,500,000								3,000,000		30,000,000	27,000,000
Goodwill	1,826,128,000		1,826,128,000		1,690,284,000	1,348,765,000	1,339,831,000	165,232,000	201,742,000					139,158,000	139,158,000		26,074,000
Goodwill recorded for acquisitions			165,232,000		197,600,000	15,708,000
Revenue generated by acquisitions															68,800,000		12,400,000
Operating income generated by acquisitions															5,400,000		500,000
Goodwill expected to be deductible for income tax purposes									157,800,000								8,400,000
Restructuring and acquisition related expenses	$ 3,680,000	$ 2,195,000	$ 5,185,000	$ 2,442,000										$ 2,800,000	$ 3,600,000

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Schedule of Assets by Reportable Segment (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Segment Reporting Information
Receivables, net	$ 413,215	$ 311,808
Inventory	972,926	900,803
Property and Equipment, net	515,353	494,379
Other unallocated assets	2,316,821	2,016,466
Total Assets	4,218,315	3,723,456
North America
Segment Reporting Information
Receivables, net	269,533	241,627
Inventory	729,799	750,565
Property and Equipment, net	436,364	434,010
Europe
Segment Reporting Information
Receivables, net	143,682	70,181
Inventory	243,127	150,238
Property and Equipment, net	$ 78,989	$ 60,369

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Summary of Transactions in Stock-Based Compensation Plans (Details) (USD $)	6 Months Ended
	Jun. 30, 2013
Shares Available For Grant
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Including Options, Shares Available for Grant [Roll Forward]
Balance, beginning of period	14,643,932
Granted	(923,312)
Cancelled	138,022
Balance, end of period	13,858,642
RSUs
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Balance, beginning of period	2,351,362
Granted	923,312
Vested	(345,358)
Canceled	(70,242)
Balance, end of period	2,859,074
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Balance, weighted average grant date fair value, beginning of period	$ 14.02
Granted, weighted average grant date fair value	$ 22.17
Vested, weighted average grant date fair value	$ 14.38
Cancelled, weighted average grant date fair value	$ 15.80
Balance, weighted average grant date fair value, end of period	$ 16.57
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Granted	946,800
New Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Granted	275,400
Replacement Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Granted	671,400
Canceled	(671,400)
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Balance, beginning of period	9,355,070
Exercised	(1,641,974)
Cancelled	(67,780)
Balance, end of period	7,645,316
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Balance, weighted average exercise price, beginning of period	$ 6.90
Exercised, weighted average exercise price	$ 6.46
Cancelled, weighted average exercise price	$ 8.69
Balance, weighted average exercise price, end of period	$ 6.98
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Balance, beginning of period	116,000
Vested	(86,000)
Balance, end of period	30,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Balance, weighted average grant date fair value, beginning of period	$ 9.47
Vested, weighted average grant date fair value	$ 9.54
Balance, weighted average grant date fair value, end of period	$ 9.30

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Changes in Carrying Amount of Goodwill (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Goodwill [Roll Forward]
Beginning balance	$ 1,690,284
Business acquisitions and adjustments to previously recorded goodwill	165,232	197,600
Exchange rate effects	(29,388)
Ending balance	1,826,128	1,690,284
North America
Goodwill [Roll Forward]
Beginning balance	1,339,831
Business acquisitions and adjustments to previously recorded goodwill	15,708
Exchange rate effects	(6,774)
Ending balance	1,348,765
Europe
Goodwill [Roll Forward]
Beginning balance	350,453
Business acquisitions and adjustments to previously recorded goodwill	149,524
Exchange rate effects	(22,614)
Ending balance	$ 477,363

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Components of Other Intangibles (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets
Gross Carrying Amount	$ 183,592	$ 136,502
Accumulated Amortization	(34,821)	(29,787)
Net	148,771	106,715
Trade names and trademarks
Finite-Lived Intangible Assets
Gross Carrying Amount	140,527	118,422
Accumulated Amortization	(24,332)	(21,599)
Net	116,195	96,823
Customer relationships
Finite-Lived Intangible Assets
Gross Carrying Amount	39,378	14,426
Accumulated Amortization	(8,583)	(6,642)
Net	30,795	7,784
Covenants not to compete
Finite-Lived Intangible Assets
Gross Carrying Amount	3,687	3,654
Accumulated Amortization	(1,906)	(1,546)
Net	$ 1,781	$ 2,108

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Fair Value Measurements

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Financial Assets and Liabilities Measured at Fair Value

We use the market and income approaches to value our financial assets and liabilities, and during the six months ended June 30, 2013, there were no significant changes in valuation techniques or inputs related to the financial assets or liabilities that we have historically recorded at fair value. As described in Note 5, "Derivative Instruments and Hedging Activities," in the second quarter of 2013, we entered into several foreign currency forward contracts, which are recorded at fair market value. The tiers in the fair value hierarchy include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation inputs we utilized to determine such fair value as of June 30, 2013 and December 31, 2012 (in thousands):

	Balance as of June 30, 2013		Fair Value Measurements as of June 30, 2013
			Level 1		Level 2		Level 3
Assets:
Cash surrender value of life insurance	$	22,453	$	—	$	22,453	$	—
Interest rate swaps	148				148
Total Assets	$	22,601	$	—	$	22,601	$	—
Liabilities:
Contingent consideration liabilities	$	49,473	$	—	$	—	$	49,473
Deferred compensation liabilities	22,280		—		22,280		—
Interest rate swaps	10,066		—		10,066		—
Foreign currency forward contracts	1,173		—		1,173		—
Total Liabilities	$	82,992	$	—	$	33,519	$	49,473

	Balance as of December 31, 2012		Fair Value Measurements as of December 31, 2012
			Level 1		Level 2		Level 3
Assets:
Cash surrender value of life insurance	$	19,492	$	—	$	19,492	$	—
Total Assets	$	19,492	$	—	$	19,492	$	—
Liabilities:
Contingent consideration liabilities	$	90,009	$	—	$	—	$	90,009
Deferred compensation liabilities	19,843		—		19,843		—
Interest rate swaps	15,643		—		15,643		—
Total Liabilities	$	125,495	$	—	$	35,486	$	90,009

The cash surrender value of life insurance and deferred compensation liabilities are included in Other Assets and Other Noncurrent Liabilities, respectively, on our Unaudited Consolidated Condensed Balance Sheets. The contingent consideration liabilities are classified as separate line items in both current and noncurrent liabilities on our Unaudited Consolidated Condensed Balance Sheets based on the expected timing of the related payments. The balance sheet classification of the interest rate swaps and foreign currency forward contracts is presented in Note 5, "Derivative Instruments and Hedging Activities."

Our Level 2 assets and liabilities are valued using inputs from third parties and market observable data. We obtain valuation data for the cash surrender value of life insurance and deferred compensation liabilities from third party sources, which determine the net asset values for our accounts using quoted market prices, investment allocations and reportable trades. We value our derivative instruments using a third party valuation model that performs a discounted cash flow analysis based on the terms of the contracts and market observable inputs such as current and forward interest rates and current and forward foreign exchange rates.

Our contingent consideration liabilities are related to certain of our business acquisitions as further described in Note 9, "Business Combinations." Under the terms of the contingent consideration agreements, payments may be made at specified future dates depending on the performance of the acquired business subsequent to the acquisition. The liabilities for these payments are classified as Level 3 liabilities because the related fair value measurement, which is determined using an income approach, includes significant inputs not observable in the market. These unobservable inputs include internally-developed assumptions of the probabilities of achieving specified targets, which are used to determine the resulting cash flows and the applicable discount rate. Our Level 3 fair value measurements are established and updated quarterly by our corporate accounting department using current information about these key assumptions, with the input and oversight of our operational and executive management teams. We evaluate the performance of the business during the period compared to our previous expectations, along with any changes to our future projections, and update the estimated cash flows accordingly. In addition, we consider changes to our cost of capital and changes to the probability of achieving the earnout payment targets when updating our discount rate on a quarterly basis.

The significant unobservable inputs used in the fair value measurements of our Level 3 contingent consideration liabilities were as follows:

Unobservable Input	June 30, 2013 Weighted Average		December 31, 2012 Weighted Average
Probability of achieving payout targets	70.4	%	79.7	%
Discount rate	6.5	%	6.6	%

A significant decrease in the assessed probabilities of achieving the targets or a significant increase in the discount rate, in isolation, would result in a significantly lower fair value measurement. Changes in the values of the liabilities are recorded in Change in Fair Value of Contingent Consideration Liabilities within Other Expense (Income) on our Unaudited Consolidated Condensed Statements of Income.

Changes in the fair value of our contingent consideration liabilities for the three and six months endedJune 30, 2013 and 2012 were as follows (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Beginning balance	$	49,565		$	82,909		$	90,009		$	82,382
Contingent consideration liabilities recorded for business acquisitions	261			5,433			2,650			5,540
Payments	(581		)	—			(38,349		)	(600		)
Loss (gain) included in earnings	230			1,240			1,053			(105		)
Exchange rate effects	(2		)	(1,545		)	(5,890		)	820
Ending balance	$	49,473		$	88,037		$	49,473		$	88,037

The purchase price for our 2011 acquisition of Euro Car Parts Holdings Limited ("ECP") included contingent payments depending on the achievement of certain annual performance targets in 2012 and 2013. The performance target for 2012 was exceeded, and during the three months ended March 31, 2013, we paid £25.0 million, the maximum contingent payment, through a cash payment of $33.9 million (£22.4 million) and the issuance of notes for $3.9 million (£2.6 million). In April 2013, we amended the ECP contingent payment agreement, and as a result, we are obligated to pay Draco Limited, one of the sellers of ECP, approximately £27 million in the first quarter of 2014, which is equal to the maximum payment for Draco Limited's share of the contingent payment agreement for the 2013 performance period. The effect of the amendment did not have a material effect on our financial position or our results of operations, and we believe the amendment will not have a material effect on our future cash flows, as the fair value of the contingent payment liability prior to the amendment was calculated assuming a high probability of achieving the performance targets for the maximum payment. See Note 9, "Business Combinations" for further information on the amendment.

Of the amounts included in earnings for the three and six months endedJune 30, 2013, $1.3 million and $2.1 million of losses, respectively, relate to contingent consideration liabilities outstanding as of June 30, 2013. The amounts included in earnings for the three and six months endedJune 30, 2012 included $0.3 million of losses and $1.0 million of gains, respectively, related to contingent consideration liabilities outstanding as of June 30, 2013. The changes in the fair value of contingent consideration liabilities during the respective periods in 2013 and 2012 are a result of the quarterly assessment of the fair value inputs. The net gain during the six month period ended June 30, 2012 also includes the impact related to the adoption of FASB ASU No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs" (which adoption did not have a material impact).

Financial Assets and Liabilities Not Measured at Fair Value

Our debt is reflected on the Unaudited Consolidated Condensed Balance Sheets at cost. Based on market conditions as of June 30, 2013 and December 31, 2012, the fair value of our credit agreement borrowings reasonably approximated the carrying value of $633 million and $975 million, respectively. In addition, based on market conditions, the fair value of the outstanding borrowings under the receivables facility reasonably approximated the carrying value of $80 million at both June 30, 2013 and December 31, 2012. As of June 30, 2013, the fair value of our senior notes was approximately $576 million compared to a carrying value of $600 million.

The fair value measurements of the borrowings under our credit agreement and receivables facility are classified as Level 2 within the fair value hierarchy since they are determined based upon significant inputs observable in the market including interest rates on recent financing transactions with similar terms and maturities. We estimated the fair value by calculating the upfront cash payment a market participant would require at June 30, 2013 to assume these obligations. The fair value of our senior notes, which is determined using quoted market prices in the secondary market, is also classified as Level 2 within the fair value hierarchy because the market for these financial instruments is not considered an active market.

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Schedule of Financial Performance by Reportable Segment (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Segment Reporting Information
Revenue	$ 1,251,748	$ 1,006,531	$ 2,447,745	$ 2,038,308
EBITDA	152,396	125,744	311,799	277,465
Depreciation and amortization	20,671	17,189	39,711	33,446
North America
Segment Reporting Information
Revenue	953,918	841,335	1,937,306	1,712,419
EBITDA	118,632	109,687	253,967	241,875
Depreciation and amortization	16,251	14,771	32,138	28,773
Europe
Segment Reporting Information
Revenue	297,830	165,196	510,439	325,889
EBITDA	33,764	16,057	57,832	35,590
Depreciation and amortization	$ 4,420	$ 2,418	$ 7,573	$ 4,673

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Accumulated Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss) (Tables)

6 Months Ended

Jun. 30, 2013

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

Changes in Accumulated Other Comprehensive Income (Loss) were as follows (in thousands):

	Three Months Ended									Three Months Ended
	June 30, 2013									June 30, 2012
	Foreign Currency Translation			Unrealized  (Loss) Gain on Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)			Foreign Currency Translation			Unrealized  (Loss) Gain on Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)
Beginning balance	$	(8,130	)	$	(9,359	)	$	(17,489	)	$	6,436		$	(6,540	)	$	(104	)
Pretax income (loss)	(3,204		)	1,648			(1,556		)	(6,171		)	(6,718		)	(12,889		)
Income tax effect	—			(481		)	(481		)	—			2,333			2,333
Reclassification of unrealized loss	—			2,117			2,117			—			1,636			1,636
Reclassification of deferred income taxes	—			(760		)	(760		)	—			(592		)	(592		)
Hedge ineffectiveness	—			167			167			—			—			—
Income tax benefit	—			(62		)	(62		)	—			—			—
Ending balance	$	(11,334	)	$	(6,730	)	$	(18,064	)	$	265		$	(9,881	)	$	(9,616	)

	Six Months Ended									Six Months Ended
	June 30, 2013									June 30, 2012
	Foreign Currency Translation			Unrealized  (Loss) Gain on Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)			Foreign Currency Translation			Unrealized  (Loss) Gain on Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)
Beginning balance	$	10,850		$	(10,091	)	$	759		$	(2,071	)	$	(6,890	)	$	(8,961	)
Pretax income (loss)	(22,184		)	1,145			(21,039		)	2,336			(7,709		)	(5,373		)
Income tax effect	—			(342		)	(342		)	—			2,722			2,722
Reclassification of unrealized loss	—			3,815			3,815			—			3,112			3,112
Reclassification of deferred income taxes	—			(1,362		)	(1,362		)	—			(1,116		)	(1,116		)
Hedge ineffectiveness	—			167			167			—			—			—
Income tax benefit	—			(62		)	(62		)	—			—			—
Ending balance	$	(11,334	)	$	(6,730	)	$	(18,064	)	$	265		$	(9,881	)	$	(9,616	)

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Schedule of Stock-Based Compensation Expense Expected to be Recognized (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013
Share-based Compensation Arrangement by Share-based Payment Award
Remainder of 2013	$ 11,317
2014	16,013
2015	9,492
2016	5,669
2017	2,571
2018	96
Total unrecognized compensation expense	45,158
RSUs
Share-based Compensation Arrangement by Share-based Payment Award
Remainder of 2013	8,976
2014	12,867
2015	9,417
2016	5,669
2017	2,571
2018	96
Total unrecognized compensation expense	39,596
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award
Remainder of 2013	2,247
2014	3,007
2015	75
Total unrecognized compensation expense	5,329
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award
Remainder of 2013	94
2014	139
Total unrecognized compensation expense	$ 233

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Business Combinations

6 Months Ended

Jun. 30, 2013

Business Combinations [Abstract]

Business Combinations

Business Combinations

On May 1, 2013, LKQ Netherlands B.V., a subsidiary of LKQ Corporation, entered into a sale and purchase agreement with H2 Sator B.V., Cooperatieve H2 Sator U.A. and H2 Sator U.A. (collectively the "Sellers") to acquire the shares of Sator, an automotive aftermarket parts distribution company based in the Netherlands, with operations in the Netherlands, Belgium, Luxembourg and Northern France.  With the acquisition of Sator, we expanded our geographic presence in the European automotive aftermarket products market into continental Europe to complement our existing U.K. operations. Total acquisition date fair value of the consideration for the acquisition of Sator was €209.8 million ($272.8 million) of cash, net of cash acquired. We recorded $139.2 million of goodwill related to our acquisition of Sator, which we do not expect will be deductible for income tax purposes. In the period between May 1, 2013 and June 30, 2013, Sator generated approximately $68.8 million of revenue and $5.4 million of operating income.

In addition to our acquisition of Sator, we made nine acquisitions during the six months endedJune 30, 2013, including seven wholesale businesses and a self service operation in North America, and a wholesale business in Europe. Our acquisitions enabled us to expand into new product lines and enter new markets. Total acquisition date fair value of the consideration for these acquisitions was $41.1 million, composed of $35.1 million of cash (net of cash acquired), $2.4 million of notes payable, $1.0 million of other purchase price obligations (non-interest bearing) and $2.7 million for the estimated value of contingent payments to former owners. The maximum amount of the contingent payment is $3.0 million. During the six months ended June 30, 2013, we recorded $26.1 million of goodwill related to the acquisitions excluding Sator and immaterial adjustments to preliminary purchase price allocations related to certain of our 2012 acquisitions. We expect $8.4 million of the $26.1 million of goodwill recorded to be deductible for income tax purposes. In the period between the acquisition dates and June 30, 2013, these acquisitions generated $12.4 million of revenue and $0.5 million of operating income.

The consideration for our 2011 acquisition of ECP included a contingent payment agreement with a potential payment of up to £30 million based on ECP's 2013 results. In April 2013, we entered into an agreement waiving for Draco Limited, one of the sellers of ECP, the condition of ECP achieving the 2013 performance target, subject to the closing of the Sator acquisition.  As a result of the waiver and the closing of the Sator acquisition in May 2013, we are obligated to pay Draco Limited approximately £27 million in the first quarter of 2014, which is equal to the maximum payment for Draco Limited's share of the contingent payment agreement. The waiver of the 2013 performance targets did not have a material impact on our financial position or results of operations, and it is not expected to have a material impact on our cash flows, as the fair value of the contingent payment liability prior to the waiver was calculated assuming a high probability of achieving the performance targets for the maximum payment. We also believe the waiver will improve our flexibility to execute our European strategy.

During the year ended December 31, 2012, we made 30 acquisitions in North America, including 22 wholesale businesses and 8 self service retail operations. These acquisitions enabled us to expand our geographic presence and to enter new markets. Additionally, two of our acquisitions were completed with a goal of improving the recovery from scrap and other metals harvested from the vehicles we purchase: a precious metals refining and reclamation business, which we acquired with the goal of improving the profitability of the precious metals we extract from our recycled vehicle parts; and a scrap metal shredder, which we expect will improve the profitability of the scrap metals recovered from the vehicle hulks in certain of our recycled product operations.

Total acquisition date fair value of the consideration for the 2012 acquisitions was $284.6 million, composed of $261.5 million of cash (net of cash acquired), $16.0 million of notes payable, $1.6 million of other purchase price obligations (non-interest bearing) and $5.5 million of contingent payments to former owners. The contingent consideration arrangements made in connection with our 2012 acquisitions have a maximum potential payout of $6.5 million.

During the year ended December 31, 2012, we recorded $197.6 million of goodwill related to these 30 acquisitions and immaterial adjustments to preliminary purchase price allocations related to certain of our 2011 acquisitions. Of this amount, approximately $157.8 million is expected to be deductible for income tax purposes.

Our acquisitions are accounted for under the purchase method of accounting and are included in our unaudited consolidated condensed financial statements from the dates of acquisition. The purchase prices were allocated to the net assets acquired based upon estimated fair market values at the dates of acquisition. The purchase price allocations for the acquisitions made during the six months ended June 30, 2013 and the last six months of 2012 are preliminary as we are in the process of determining the following: 1) valuation amounts for certain receivables, inventories and fixed assets acquired; 2) valuation amounts for certain intangible assets acquired; 3) the acquisition date fair value of certain liabilities assumed; and 4) the final estimation of the tax basis of the entities acquired. We have recorded preliminary estimates for certain of the items noted above and will record adjustments, if any, to the preliminary amounts upon finalization of the valuations.

The purchase price allocations for the acquisitions completed during the six months endedJune 30, 2013 and the year ended December 31, 2012 are as follows (in thousands):

	Six Months Ended June 30, 2013									Year Ended
	Sator (Preliminary)			Other Acquisitions (Preliminary)			Total (Preliminary)			December 31, 2012 (Preliminary)
Receivables	$	61,639		$	4,726		$	66,365		$	15,473
Receivable reserves	(8,563		)	(224		)	(8,787		)	(1,459		)
Inventory	71,784			7,095			78,879			62,305
Prepaid expenses and other current assets	7,184			365			7,549			201
Property and equipment	19,484			4,831			24,315			31,930
Goodwill	139,158			26,074			165,232			201,742
Other intangibles	49,978			175			50,153			655
Other assets	2,049			—			2,049			187
Deferred income taxes	(15,222		)	(32		)	(15,254		)	428
Current liabilities assumed	(49,593		)	(1,775		)	(51,368		)	(22,910		)
Debt assumed	—			(124		)	(124		)	(3,989		)
Other noncurrent liabilities assumed	(5,074		)	—			(5,074		)	—
Contingent consideration liabilities	—			(2,650		)	(2,650		)	(5,456		)
Other purchase price obligations	—			(992		)	(992		)	(1,647		)
Notes issued	—			(2,408		)	(2,408		)	(15,990		)
Cash used in acquisitions, net of cash acquired	$	272,824		$	35,061		$	307,885		$	261,470

Included in other noncurrent liabilities recorded for our Sator acquisition is a preliminary estimate for certain pension and other post-retirement obligations we assumed with the acquisition. Due to the immateriality of these plans, we have not provided the detailed disclosures otherwise prescribed by the accounting guidance on pensions and other post-retirement obligations.

The primary reason for our acquisitions made during the six months endedJune 30, 2013 and the year ended December 31, 2012 was to leverage our strategy of becoming a one-stop provider for alternative vehicle replacement products. These acquisitions enabled us to expand our market presence, to widen our product offerings and to enter new markets, including continental Europe through the Sator acquisition. When we identify potential acquisitions, we attempt to target companies with a leading market share, an experienced management team and workforce that provide a fit with our existing operations and strong cash flows. For certain of our acquisitions, we have identified cost savings and synergies as a result of integrating the company with our existing business that provide additional value to the combined entity. In many cases, acquiring companies with these characteristics can result in purchase prices that include a significant amount of goodwill.

The following pro forma summary presents the effect of the businesses acquired during the six months ended June 30, 2013 as though they had been acquired as of January 1, 2012 and the effect of the businesses acquired during the year ended December 31, 2012 as though they had been acquired as of January 1, 2011. The pro forma adjustments are based upon unaudited financial information of the acquired entities (in thousands, except per share data):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Revenue, as reported	$	1,251,748	$	1,006,531	$	2,447,745	$	2,038,308
Revenue of purchased businesses for the period prior to acquisition:
Sator	31,306		92,401		126,309		186,664
Other acquisitions	4,799		77,515		14,119		170,474
Pro forma revenue	$	1,287,853	$	1,176,447	$	2,588,173	$	2,395,446
Net income, as reported	$	75,722	$	63,998	$	160,314	$	144,989
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments:
Sator	2,764		1,598		5,345		3,277
Other acquisitions	127		3,162		526		9,407
Pro forma net income	$	78,613	$	68,758	$	166,185	$	157,673
Earnings per share-basic, as reported	$	0.25	$	0.22	$	0.54	$	0.49
Effect of purchased businesses for the period prior to acquisition:
Sator	0.01		0.01		0.02		0.01
Other acquisitions	0.00		0.01		0.00		0.03
Pro forma earnings per share-basic (a)	$	0.26	$	0.23	$	0.56	$	0.53
Earnings per share-diluted, as reported	$	0.25	$	0.21	$	0.53	$	0.48
Effect of purchased businesses for the period prior to acquisition:
Sator	0.01		0.01		0.02		0.01
Other acquisitions	0.00		0.01		0.00		0.03
Pro forma earnings per share-diluted (a)	$	0.26	$	0.23	$	0.55	$	0.53

^(a) The sum of the individual earnings per share amounts may not equal the total due to rounding.

Unaudited pro forma supplemental information is based upon accounting estimates and judgments that we believe are reasonable. The unaudited pro forma supplemental information includes the effect of purchase accounting adjustments, such as the adjustment of inventory acquired to net realizable value, adjustments to depreciation on acquired property and equipment, adjustments to rent expense for above or below market leases, adjustments to amortization on acquired intangible assets, adjustments to interest expense, and the related tax effects. Additionally, the pro forma impact of our Sator acquisition reflects the elimination of acquisition related expenses totaling $2.8 million and $3.6 million for the three and six months ended June 30, 2013, which do not have a continuing impact on the our operating results. Refer to Note 10, "Restructuring and Acquisition Related Expenses," for further information on our restructuring and acquisition related expenses. These pro forma results are not necessarily indicative either of what would have occurred if the acquisitions had been in effect for the period presented or of future results.

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Derivative Instruments and Hedging Activities

6 Months Ended

Jun. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

We are exposed to market risks, including the effect of changes in interest rates, foreign currency exchange rates and commodity prices. Under our current policies, we use derivatives to manage our exposure to variable interest rates on our senior secured debt, changing foreign exchange rates for certain foreign currency denominated transactions, and changes in metals prices. We do not hold or issue derivatives for trading purposes.

Cash Flow Hedges

At June 30, 2013, we had interest rate swap agreements in place to hedge a portion of the variable interest rate risk on our variable rate borrowings under our credit agreement, with the objective of minimizing the impact of interest rate fluctuations and stabilizing cash flows. Under the terms of the interest rate swap agreements, we pay the fixed interest rate and have received and will receive payment at a variable rate of interest based on LIBOR or the Canadian Dealer Offered Rate ("CDOR") for the respective currency of each interest rate swap agreement's notional amount. The effective portion of changes in the fair value of the interest rate swap agreements is recorded in Accumulated Other Comprehensive Income (Loss) and is reclassified to interest expense when the underlying interest payment has an impact on earnings. The ineffective portion of changes in the fair value of the interest rate swap agreements is reported in interest expense. Our interest rate swap contracts have maturity dates ranging from 2013 through 2016.

Beginning in the second quarter of 2013, we hold foreign currency forward contracts related to certain foreign currency denominated intercompany transactions, with the objective of minimizing the impact of changing exchange rates on the future cash flows, as well as minimizing the impact of fluctuating exchange rates on our results of operations through the respective dates of settlement. Under the terms of the foreign currency forward contracts, we will sell euros and pounds sterling in exchange for U.S. dollars at a fixed rate on the maturity dates of the contracts. The effective portion of the changes in fair value of the foreign currency forward contracts is recorded in Accumulated Other Comprehensive Income (Loss) and reclassified to other income (expense) when the underlying transaction has an impact on earnings. These foreign currency forward contracts expire in 2014.

The following table summarizes the notional amounts and fair values of our designated cash flow hedges as of June 30, 2013 and December 31, 2012 (in thousands):

	Notional Amount				Fair Value at June 30, 2013						Fair Value at December 31, 2012
	June 30, 2013		December 31, 2012		Other Assets		Other Accrued Expenses		Other Noncurrent Liabilities		Other Accrued Expenses		Other Noncurrent Liabilities
Interest rate swap agreements
USD denominated	$	420,000	$	520,000	$	—	$	—	$	8,678	$	705	$	12,791
GBP denominated	£	50,000	£	50,000	—		—		1,115		—		2,135
CAD denominated	C$	25,000	C$	25,000	148		—		—		—		12
Foreign currency forward contracts
EUR denominated	€	149,976	—		—		629		—		—		—
GBP denominated	£	70,000	—		—		544		—		—		—
Total cash flow hedges					$	148	$	1,173	$	9,793	$	705	$	14,938

While our derivative instrumentsexecuted with the same counterparty are subject to master netting arrangements, we present our cash flow hedge derivative instruments on a gross basis on our Unaudited Consolidated Condensed Balance Sheets. The impact of netting the fair values of these contracts would not have a material effect on our Unaudited Consolidated Condensed Balance Sheets at June 30, 2013 or December 31, 2012.

The activity related to our cash flow hedges is included in Note 12, "Accumulated Other Comprehensive Income (Loss)." In May 2013, we repaid a portion of our variable rate U.S. dollar denominated credit agreement borrowings with the proceeds of our fixed rate senior notes, which resulted in one of our interest rate swap contracts, which expires in October 2013, no longer being designated as an effective cash flow hedge. As a result, we experienced an immaterial amount of hedge ineffectiveness during the three and six month periods endedJune 30, 2013. Hedge ineffectiveness related to our foreign currency forward contracts was immaterial to our results of operations during the three and six months endedJune 30, 2013. We expect future ineffectiveness related to our cash flow hedges will not have a material effect on our results of operations.

As of June 30, 2013, we estimate that $4.1 million of derivative losses (net of tax) included in Accumulated Other Comprehensive Income (Loss) will be reclassified into our Unaudited Consolidated Condensed Statements of Income within the next 12 months.

Other Derivative Instruments

We hold other short-term derivative instruments, including foreign currency forward contracts and commodity forward contracts, to manage our exposure to variability in exchange rates related to purchases of inventory invoiced in a non-functional currency and to metals prices in certain of our operations. We have elected not to apply hedge accounting for these transactions, and therefore the contracts are adjusted to fair value through our results of operations at each balance sheet date, which could result in volatility in our earnings. The notional amount and fair value of these contracts at June 30, 2013 and December 31, 2012, along with the effect on our results of operations during each of the three and six month periods ended June 30, 2013 and June 30, 2012, were immaterial.

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Consolidated Condensed Statements of Stockholders' Equity (USD $) In Thousands, except Share data	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)
Beginning Balance at Dec. 31, 2012	$ 1,964,094	$ 2,978	$ 950,338	$ 1,010,019	$ 759
Beginning Balance, shares at Dec. 31, 2012		297,811,000
Net income	160,314			160,314
Other comprehensive loss	(18,823)				(18,823)
Restricted stock units vested, shares		345,000
Restricted stock units vested, value		4	(4)
Stock-based compensation expense	10,562		10,562
Exercise of stock options, shares		1,642,000
Exercise of stock options, value	10,604	16	10,588
Excess tax benefit from stock-based payments	10,902		10,902
Ending Balance at Jun. 30, 2013	$ 2,137,653	$ 2,998	$ 982,386	$ 1,170,333	$ (18,064)
Ending Balance, shares at Jun. 30, 2013		299,798,000

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Future Minimum Lease Commitments (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013
Commitments and Contingencies Disclosure [Abstract]
Six months ending December 31, 2013	$ 61,194
2014	100,859
2015	89,359
2016	71,307
2017	56,731
2018	44,952
Thereafter	132,250
Future Minimum Lease Payments	$ 556,652

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Fair Value Measurements - Additional Information (Details)	3 Months Ended		6 Months Ended			6 Months Ended
	Jun. 30, 2013 USD ($)	Jun. 30, 2012 USD ($)	Jun. 30, 2013 USD ($)	Jun. 30, 2012 USD ($)	Dec. 31, 2012 USD ($)	Jun. 30, 2013 ECP 2012 Contingent Payment USD ($)	Jun. 30, 2013 ECP 2012 Contingent Payment GBP (£)	Dec. 31, 2011 ECP 2012 Contingent Payment GBP (£)	Dec. 31, 2011 ECP 2013 Contingent Payment Draco Portion GBP (£)	Jun. 30, 2013 Receivables securitization facility USD ($)	Dec. 31, 2012 Receivables securitization facility USD ($)	Jun. 30, 2013 Senior notes USD ($)	Dec. 31, 2012 Senior notes USD ($)
Fair Value Measurements
Maximum payment under contingent consideration agreement								£ 25,000,000	£ 27,000,000
Contingent consideration payments	581,000		38,349,000	600,000		33,900,000	22,400,000
Contingent consideration other settlements						3,900,000	2,600,000
Gains (losses) related to contingent consideration outstanding at period-end	1,300,000	300,000	2,100,000	(1,000,000)
Debt and capital lease obligations	1,376,481,000		1,376,481,000		1,118,478,000					80,000,000	80,000,000	600,000,000	0
Debt and capital lease obligations, fair value												$ 576,000,000

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Financial Statement Information - Additional Information (Details) (USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Finite-Lived Intangible Assets
Reserve for estimated returns, discounts and allowances	$ 28,900,000		$ 24,700,000
Reserve for uncollectible accounts	11,900,000		9,500,000
Amortization expense	5,300,000	4,200,000
Estimated annual amortization expense, current fiscal year	12,100,000
Estimated annual amortization expense, 2014	12,900,000
Estimated annual amortization expense, 2015	11,700,000
Estimated annual amortization expense, 2016	10,400,000
Estimated annual amortization expense, 2017	9,600,000
Salvage Mechanical Products
Finite-Lived Intangible Assets
Standard warranty period	6 months
Remanufactured Engines
Finite-Lived Intangible Assets
Standard warranty period	3 years
Trade names and trademarks | Minimum
Finite-Lived Intangible Assets
Useful life, years	10 years
Trade names and trademarks | Maximum
Finite-Lived Intangible Assets
Useful life, years	30 years
Customer relationships | Minimum
Finite-Lived Intangible Assets
Useful life, years	5 years
Customer relationships | Maximum
Finite-Lived Intangible Assets
Useful life, years	15 years
Covenants not to compete | Minimum
Finite-Lived Intangible Assets
Useful life, years	1 year
Covenants not to compete | Maximum
Finite-Lived Intangible Assets
Useful life, years	5 years
Sator
Finite-Lived Intangible Assets
Intangibles recognized for acquisitons	49,978,000
Sator | Trade names and trademarks
Finite-Lived Intangible Assets
Intangibles recognized for acquisitons	24,700,000
Sator | Customer relationships
Finite-Lived Intangible Assets
Intangibles recognized for acquisitons	$ 25,300,000

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Schedule of Revenue by Geographic Area (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Revenues from External Customers and Long-Lived Assets
Revenue	$ 1,251,748	$ 1,006,531	$ 2,447,745	$ 2,038,308
United States
Revenues from External Customers and Long-Lived Assets
Revenue	915,152	789,346	1,804,493	1,610,311
United Kingdom
Revenues from External Customers and Long-Lived Assets
Revenue	229,096	165,196	441,705	325,889
Other countries
Revenues from External Customers and Long-Lived Assets
Revenue	$ 107,500	$ 51,989	$ 201,547	$ 102,108

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Accumulated Other Comprehensive Income (Loss) Schedule of Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment [Roll Forward]
Balance, beginning	$ (8,130)	$ 6,436	$ 10,850	$ (2,071)
Foreign currency translation	(3,204)	(6,171)	(22,184)	2,336
Balance, ending	(11,334)	265	(11,334)	265
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges [Roll Forward]
Balance, beginning	(9,359)	(6,540)	(10,091)	(6,890)
Pretax income (loss)	1,648	(6,718)	1,145	(7,709)
Income tax benefit	(481)	2,333	(342)	2,722
Reclassification of unrealized loss	2,117	1,636	3,815	3,112
Reversal of deferred income taxes	(760)	(592)	(1,362)	(1,116)
Hedge ineffectiveness	167		167
Income tax benefit	(62)		(62)
Balance, ending	(6,730)	(9,881)	(6,730)	(9,881)
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Balance, beginning	(17,489)	(104)	759	(8,961)
Pretax income (loss)	(1,556)	(12,889)	(21,039)	(5,373)
Income tax effect	(481)	2,333	(342)	2,722
Reversal of unrealized loss	2,117	1,636	3,815	3,112
Reversal of deferred income taxes	(760)	(592)	(1,362)	(1,116)
Hedge ineffectiveness	167		167
Income tax benefit	(62)		(62)
Balance, ending	$ (18,064)	$ (9,616)	$ (18,064)	$ (9,616)

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Accumulated Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss)

6 Months Ended

Jun. 30, 2013

Equity [Abstract]

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

Changes in Accumulated Other Comprehensive Income (Loss) were as follows (in thousands):

	Three Months Ended									Three Months Ended
	June 30, 2013									June 30, 2012
	Foreign Currency Translation			Unrealized  (Loss) Gain on Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)			Foreign Currency Translation			Unrealized  (Loss) Gain on Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)
Beginning balance	$	(8,130	)	$	(9,359	)	$	(17,489	)	$	6,436		$	(6,540	)	$	(104	)
Pretax income (loss)	(3,204		)	1,648			(1,556		)	(6,171		)	(6,718		)	(12,889		)
Income tax effect	—			(481		)	(481		)	—			2,333			2,333
Reclassification of unrealized loss	—			2,117			2,117			—			1,636			1,636
Reclassification of deferred income taxes	—			(760		)	(760		)	—			(592		)	(592		)
Hedge ineffectiveness	—			167			167			—			—			—
Income tax benefit	—			(62		)	(62		)	—			—			—
Ending balance	$	(11,334	)	$	(6,730	)	$	(18,064	)	$	265		$	(9,881	)	$	(9,616	)

	Six Months Ended									Six Months Ended
	June 30, 2013									June 30, 2012
	Foreign Currency Translation			Unrealized  (Loss) Gain on Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)			Foreign Currency Translation			Unrealized  (Loss) Gain on Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)
Beginning balance	$	10,850		$	(10,091	)	$	759		$	(2,071	)	$	(6,890	)	$	(8,961	)
Pretax income (loss)	(22,184		)	1,145			(21,039		)	2,336			(7,709		)	(5,373		)
Income tax effect	—			(342		)	(342		)	—			2,722			2,722
Reclassification of unrealized loss	—			3,815			3,815			—			3,112			3,112
Reclassification of deferred income taxes	—			(1,362		)	(1,362		)	—			(1,116		)	(1,116		)
Hedge ineffectiveness	—			167			167			—			—			—
Income tax benefit	—			(62		)	(62		)	—			—			—
Ending balance	$	(11,334	)	$	(6,730	)	$	(18,064	)	$	265		$	(9,881	)	$	(9,616	)

Unrealized losses on our foreign currency forward contracts totaling $0.7 million were reclassified to other expense in our Unaudited Consolidated Condensed Statements of Income during the three months ended June 30, 2013. The remaining reclassification of unrealized losses related to our interest rate swap contracts and was recorded to interest expense in our Unaudited Consolidated Condensed Statements of Income during the three and six months endedJune 30, 2013 and 2012. The deferred income taxes related to our cash flow hedges were reclassified from Accumulated Other Comprehensive Income to income tax expense during the three and six months endedJune 30, 2013 and 2012.

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Earnings Per Share

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

The following chart sets forth the computation of earnings per share (in thousands, except per share amounts):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Net income	$	75,722	$	63,998	$	160,314	$	144,989
Denominator for basic earnings per share—weighted average shares outstanding	299,159		295,290		298,690		294,784
Effect of dilutive securities:
RSUs	758		440		721		438
Stock options	3,728		4,372		3,865		4,476
Restricted stock	12		50		19		48
Denominator for diluted earnings per share—Adjusted weighted average shares outstanding	303,657		300,152		303,295		299,746
Earnings per share, basic	$	0.25	$	0.22	$	0.54	$	0.49
Earnings per share, diluted	$	0.25	$	0.21	$	0.53	$	0.48

There were no employee stock-based compensation awards that would have had an antidilutive effect on the computation of diluted earnings per share for the three and six months endedJune 30, 2013 or June 30, 2012.

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Schedule of Revenue by Product Category (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Revenue from External Customers
Revenue	$ 1,251,748	$ 1,006,531	$ 2,447,745	$ 2,038,308
Aftermarket, other new and refurbished products
Revenue from External Customers
Revenue	737,128	547,912	1,405,084	1,113,256
Recycled, remanufactured and related products and services
Revenue from External Customers
Revenue	356,834	323,669	711,270	649,373
Other
Revenue from External Customers
Revenue	$ 157,786	$ 134,950	$ 331,391	$ 275,679

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Financial Statement Information (Tables)

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Schedule Of Inventory

Inventory consists of the following (in thousands):

	June 30, 2013		December 31, 2012
Aftermarket and refurbished products	$	598,939	$	523,677
Salvage and remanufactured products	373,987		377,126
	$	972,926	$	900,803

Changes In Carrying Amount Of Goodwill

The change in the carrying amount of goodwill by reportable segment during the six months ended June 30, 2013 is as follows (in thousands):

	North America			Europe			Total
Balance as of January 1, 2013	$	1,339,831		$	350,453		$	1,690,284
Business acquisitions and adjustments to previously recorded goodwill	15,708			149,524			165,232
Exchange rate effects	(6,774		)	(22,614		)	(29,388		)
Balance as of June 30, 2013	$	1,348,765		$	477,363		$	1,826,128

Components Of Other Intangibles

The components of other intangibles are as follows (in thousands):

	June 30, 2013							December 31, 2012
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Trade names and trademarks	$	140,527	$	(24,332	)	$	116,195	$	118,422	$	(21,599	)	$	96,823
Customer relationships	39,378		(8,583		)	30,795		14,426		(6,642		)	7,784
Covenants not to compete	3,687		(1,906		)	1,781		3,654		(1,546		)	2,108
	$	183,592	$	(34,821	)	$	148,771	$	136,502	$	(29,787	)	$	106,715

Changes In Warranty Reserve

The changes in the warranty reserve during the six month period ended June 30, 2013 were as follows (in thousands):

Balance as of January 1, 2013	$	10,574
Warranty expense	15,028
Warranty claims	(14,180		)
Balance as of June 30, 2013	$	11,422

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Segment and Geographic Information

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Segment and Geographic Information

Segment and Geographic Information

We have three operating segments: Wholesale – North America; Wholesale – Europe; and Self Service. Our operations in North America, which include our Wholesale – North America and Self Service operating segments, are aggregated into one reportable segment because they possess similar economic characteristics and have common products and services, customers, and methods of distribution. Our Wholesale – Europe operating segment, which includes Sator, is presented as a separate reportable segment as we believe this data would be beneficial to readers in understanding our results. Therefore, we present our reportable segments on a geographic basis.

The following table presents our financial performance, including revenue, earnings before interest, taxes, depreciation and amortization ("EBITDA"), and depreciation and amortization by reportable segment for the periods indicated (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Revenue
North America	$	953,918	$	841,335	$	1,937,306	$	1,712,419
Europe	297,830		165,196		510,439		325,889
Total revenue	$	1,251,748	$	1,006,531	$	2,447,745	$	2,038,308
EBITDA
North America	$	118,632	$	109,687	$	253,967	$	241,875
Europe	33,764		16,057		57,832		35,590
Total EBITDA	$	152,396	$	125,744	$	311,799	$	277,465
Depreciation and Amortization
North America	$	16,251	$	14,771	$	32,138	$	28,773
Europe	4,420		2,418		7,573		4,673
Total depreciation and amortization	$	20,671	$	17,189	$	39,711	$	33,446

EBITDA for our North American segment included gains of $8.4 million and $16.7 million during the three and six months endedJune 30, 2012 resulting from lawsuit settlements with certain of our aftermarket product suppliers as discussed in Note 7, "Commitments and Contingencies." Included within EBITDA of our European segment are losses of $1.2 million during each of the three month periods ended June 30, 2013 and 2012 for the change in fair value of contingent consideration liabilities, primarily related to our 2011 ECP acquisition. During the six month periods ended June 30, 2013 and 2012, our European segment recognized a loss of $1.9 million and a gain of $0.2 million, respectively, related to the remeasurement of these contingent consideration liabilities. See Note 6, "Fair Value Measurements" for further information on our contingent consideration liabilities. For the three and six months ended June 30, 2013, Europe EBITDA also included restructuring and acquisition related expenses of $2.8 million and $3.7 million, respectively, related primarily to the acquisition of Sator.

The table below provides a reconciliation from EBITDA to Net Income (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
EBITDA	$	152,396	$	125,744	$	311,799	$	277,465
Depreciation and amortization	20,671		17,189		39,711		33,446
Interest expense, net	12,492		7,356		21,087		14,723
Loss on debt extinguishment	2,795		—		2,795		—
Provision for income taxes	40,716		37,201		87,892		84,307
Net income	$	75,722	$	63,998	$	160,314	$	144,989

The key measure of segment profit or loss reviewed by our chief operating decision maker, who is our Chief Executive Officer, is EBITDA. Segment EBITDA includes revenue and expenses that are controllable by the segment. Corporate and administrative expenses are allocated to the segments based on usage, with shared expenses apportioned based on the segment’s percentage of consolidated revenue. Segment EBITDA excludes depreciation, amortization, interest and taxes. Loss on debt extinguishment is considered a component of interest in calculating EBITDA, as the write-off of debt issuance costs is similar to the treatment of debt issuance cost amortization.

The following table presents capital expenditures, which includes additions to property and equipment, by reportable segment (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Capital Expenditures
North America	$	16,138	$	16,372	$	33,702	$	34,506
Europe	2,553		3,914		6,449		7,109
	$	18,691	$	20,286	$	40,151	$	41,615

The following table presents assets by reportable segment (in thousands):

	June 30, 2013		December 31, 2012
Receivables, net
North America	$	269,533	$	241,627
Europe	143,682		70,181
Total receivables, net	413,215		311,808
Inventory
North America	729,799		750,565
Europe	243,127		150,238
Total inventory	972,926		900,803
Property and Equipment, net
North America	436,364		434,010
Europe	78,989		60,369
Total property and equipment, net	515,353		494,379
Other unallocated assets	2,316,821		2,016,466
Total assets	$	4,218,315	$	3,723,456

We report net trade receivables, inventories, and net property and equipment by segment as that information is used by the chief operating decision maker in assessing segment performance. These assets provide a measure for the operating capital employed in each segment. Unallocated assets include cash, prepaid and other current and noncurrent assets, goodwill, intangibles and income taxes.

Our operations are primarily conducted in the U.S. Our European operations are located in the U.K., the Netherlands, Belgium, Luxembourg and France. Our operations in other countries include recycled and aftermarket operations in Canada, engine remanufacturing and bumper refurbishing operations in Mexico, an aftermarket parts distribution facility in Taiwan, and other alternative parts operations in Guatemala and Costa Rica. Our net sales are attributed to geographic area based on the location of the selling operation.

The following table sets forth our revenue by geographic area (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Revenue
United States	$	915,152	$	789,346	$	1,804,493	$	1,610,311
United Kingdom	229,096		165,196		441,705		325,889
Other countries	107,500		51,989		201,547		102,108
	$	1,251,748	$	1,006,531	$	2,447,745	$	2,038,308

The following table sets forth our tangible long-lived assets by geographic area (in thousands):

	June 30, 2013		December 31, 2012
Long-lived Assets
United States	$	408,007	$	408,244
United Kingdom	59,569		60,369
Other countries	47,777		25,766
	$	515,353	$	494,379

The following table sets forth our revenue by product category (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Aftermarket, other new and refurbished products	$	737,128	$	547,912	$	1,405,084	$	1,113,256
Recycled, remanufactured and related products and services	356,834		323,669		711,270		649,373
Other	157,786		134,950		331,391		275,679
	$	1,251,748	$	1,006,531	$	2,447,745	$	2,038,308

All of the product categories include revenue from our North American reportable segment, while our European segment generates revenue primarily from the sale of aftermarket products. Revenue from other sources includes scrap sales, bulk sales to mechanical remanufacturers (including cores) and sales of aluminum ingots and sows from our furnace operations.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2013	Jul. 26, 2013
Document Documentand Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Trading Symbol	LKQ
Entity Registrant Name	LKQ CORP
Entity Central Index Key	0001065696
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		300,119,760

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Financial Statement Information (Policies)

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Revenue Recognition

Revenue Recognition

The majority of our revenue is derived from the sale of vehicle parts. Revenue is recognized when the products are shipped or delivered to, or picked up by, customers, and title has transferred, subject to an allowance for estimated returns, discounts and allowances that we estimate based upon historical information. We recorded a reserve for estimated returns, discounts and allowances of $28.9 million and $24.7 million at June 30, 2013 and December 31, 2012, respectively. We present taxes assessed by governmental authorities collected from customers on a net basis. Therefore, the taxes are excluded from revenue on our Unaudited Consolidated Condensed Statements of Income and are shown as a current liability on our Unaudited Consolidated Condensed Balance Sheets until remitted. We recognize revenue from the sale of scrap, cores and other metals when title has transferred, which typically occurs upon delivery to the customer.

Intangibles

Intangible Assets

Intangible assets consist primarily of goodwill (the cost of purchased businesses in excess of the fair value of the identifiable net assets acquired) and other specifically identifiable intangible assets, such as trade names, trademarks, customer relationships and covenants not to compete.

The change in the carrying amount of goodwill by reportable segment during the six months ended June 30, 2013 is as follows (in thousands):

	North America			Europe			Total
Balance as of January 1, 2013	$	1,339,831		$	350,453		$	1,690,284
Business acquisitions and adjustments to previously recorded goodwill	15,708			149,524			165,232
Exchange rate effects	(6,774		)	(22,614		)	(29,388		)
Balance as of June 30, 2013	$	1,348,765		$	477,363		$	1,826,128

The components of other intangibles are as follows (in thousands):

	June 30, 2013							December 31, 2012
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Trade names and trademarks	$	140,527	$	(24,332	)	$	116,195	$	118,422	$	(21,599	)	$	96,823
Customer relationships	39,378		(8,583		)	30,795		14,426		(6,642		)	7,784
Covenants not to compete	3,687		(1,906		)	1,781		3,654		(1,546		)	2,108
	$	183,592	$	(34,821	)	$	148,771	$	136,502	$	(29,787	)	$	106,715

During the six months endedJune 30, 2013, we recorded $24.7 million of trade names and $25.3 million of customer relationships for our acquisition of Sator Beheer B.V. ("Sator") as discussed in Note 9, "Business Combinations." Trade names and trademarks are amortized over a useful life ranging from 10 to 30 years on a straight-line basis. Customer relationships are amortized over the expected period to be benefited (5 to 15 years) on either a straight-line or accelerated basis. Covenants not to compete are amortized over the lives of the respective agreements, which range from one to five years, on a straight-line basis. Amortization expense for intangibles was $5.3 million and $4.2 million during the six month periods ended June 30, 2013 and 2012, respectively. Estimated amortization expense for each of the five years in the period ending December 31, 2017 is $12.1 million, $12.9 million, $11.7 million, $10.4 million and $9.6 million, respectively.

Depreciation Expense

Depreciation Expense

Included in Cost of Goods Sold on the Unaudited Consolidated Condensed Statements of Income is depreciation expense associated with our refurbishing, remanufacturing, and furnace operations and our distribution centers.

Product Warranties

Warranty Reserve

Some of our salvage mechanical products are sold with a standard six month warranty against defects. Additionally, some of our remanufactured engines are sold with a standard three year warranty against defects. We also provide a limited lifetime warranty for certain of our aftermarket products. We record the estimated warranty costs at the time of sale using historical warranty claim information to project future warranty claims activity. The changes in the warranty reserve during the six month period ended June 30, 2013 were as follows (in thousands):

Balance as of January 1, 2013	$	10,574
Warranty expense	15,028
Warranty claims	(14,180		)
Balance as of June 30, 2013	$	11,422

For an additional fee, we also sell extended warranty contracts for certain mechanical products. The expense related to extended warranty claims is recognized when the claim is made.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Effective January 1, 2013, we adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." This update requires disclosure of amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. The update does not change the items reported in other comprehensive income or when an item of other comprehensive income is reclassified to net income. As this guidance only revises the presentation and disclosures related to the reclassification of items out of accumulated other comprehensive income, the adoption of this guidance did not affect our financial position, results of operations or cash flows. See Note 12, "Accumulated Other Comprehensive Income (Loss)" for the additional required disclosures.

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Segment and Geographic Information - Additional Information (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Segment Reporting Information
Number of operating segments			3
Gain on lawsuit settlement		$ 8,400,000		$ 16,700,000
Change in fair value of contingent consideration liabilities	(230,000)	(1,240,000)	(1,053,000)	105,000
Restructuring and acquisition related expenses	3,680,000	2,195,000	5,185,000	2,442,000
North America
Segment Reporting Information
Number of reportable segments			1
Gain on lawsuit settlement		8,400,000		16,700,000
Europe
Segment Reporting Information
Change in fair value of contingent consideration liabilities	1,200,000	1,174,668	(1,900,000)	200,000
Restructuring and acquisition related expenses	$ 2,800,000		$ 3,700,000

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Accumulated Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss) - Additional Information (Details) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items]
Reclassification of unrealized loss	$ 2,117	$ 1,636	$ 3,815	$ 3,112
Foreign exchange forward
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items]
Reclassification of unrealized loss	$ 700