As filed with the Securities and Exchange Commission on May 9, 2006
Registration No. 333-[             ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LKQ CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
 (State or other jurisdiction of incorporation or organization)
36-4215970
 (I.R.S. Employer Identification Number)
120 North LaSalle Street 
Suite 3300
Chicago, Illinois 60602
(312) 621-1950
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
Victor M. Casini
Vice President, General Counsel and Secretary
LKQ Corporation
120 North LaSalle Street
Suite 3300
Chicago, Illinois 60602
(312) 621-1950 
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
J. Craig Walker
Bell, Boyd & Lloyd LLC
70 West Madison Street
Suite 3100
Chicago, Illinois 60602
(312) 807-4321
Approximate date of commencement of proposed sale to the public:  From time to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
to be Registered	 	 	Amount to be Registered/Proposed Maximum
Offering Price Per Unit/Proposed Maximum
Offering Price/Amount of Registration Fee(1)(2)	
 Debt Securities    	 	
 Common Stock   	 	
 Warrants  	 	

(1)                 There is being registered hereunder such indeterminate number or amount of debt securities, common stock and warrants as may from time to time be issued at indeterminate prices and as may be issuable upon conversion, redemption, exchange or exercise of any securities registered hereunder.
(2)                 In reliance on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, registrant hereby defers payment of the registration fee required in connection with this Registration Statement.

PROSPECTUS

LKQ CORPORATION
Debt Securities
Common Stock
Warrants
We may from time to time offer and sell, in one or more offerings, debt securities or shares of common stock, or warrants to purchase shares of common stock. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. This prospectus describes some of the general terms that may apply to these securities and the general manner by which they may be offered. We will provide the specific terms and the public offering price for each offering in a supplement to this prospectus. You should carefully read this prospectus and the supplement before you decide to invest. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.
LKQ common stock is listed on the Nasdaq National Market under the symbol “LKQX.”
The securities offered in this prospectus involve a high degree of risk. In considering whether to acquire our securities, you should carefully consider all of the information we have included or incorporated by reference in this prospectus. In particular, you should carefully consider the risk factors discussed under the “RISK FACTORS” section of our Annual Report on Form 10-K for the year ended December 31, 2005 as well as the factors described in “FORWARD LOOKING STATEMENTS” on page 2 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is May 9, 2006.

TABLE OF CONTENTS

	 	Page	 	
About This Prospectus	 	 	1	 	 	
Where You Can Find More Information	 	 	1	 	 	
Documents Incorporated by Reference	 	 	1	 	 	
Forward-Looking Statements	 	 	2	 	 	
LKQ Corporation	 	 	4	 	 	
Ratio of Earnings to Fixed Charges	 	 	5	 	 	
Use of Proceeds	 	 	5	 	 	
Description of Debt Securities	 	 	5	 	 	
Description of Common Stock	 	 	10	 	 	
Description of Warrants	 	 	12	 	 	
Plan of Distribution	 	 	13	 	 	
Legal Matters	 	 	14	 	 	
Experts	 	 	14	 	 	
 
You should only rely on the information contained or incorporated by reference in this prospectus and the prospectus supplement. We have not authorized anyone to provide you with any other information. We are offering to sell, and seeking offers to buy, the securities referred to in this prospectus and the prospectus supplement only in jurisdictions where offers and sales are permitted. You should assume that the information in this prospectus is accurate only as of the date of this prospectus and that any information in any accompanying prospectus supplement is accurate only as of the date of such accompanying prospectus supplement.
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ABOUT THIS PROSPECTUS 
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement accompanying this prospectus that will contain specific information about the terms of that offering, which we refer to as the “prospectus supplement” in this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and the prospectus supplement, together with additional information described under the heading “Where You Can Find More Information.”
WHERE YOU CAN FIND MORE INFORMATION 
We are subject to the reporting requirements of the Securities Exchange Act of 1934, and file annual, quarterly and periodic reports, proxy statements and other information with the SEC. Our SEC filings may be found on our website at www.lkqcorp.com. The SEC also maintains a web site (http://www.sec.gov) on which our reports, proxy statements and other information are made available. Such reports, proxy statements and other information may also be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.
Our common stock is listed on the Nasdaq National Market and, as a result, we also file our reports, proxy statements and other information with Nasdaq.
We have filed with the SEC a Registration Statement on Form S-3 under the Securities Act of 1933 with respect to the securities offered by this prospectus. This prospectus, which constitutes part of the Registration Statement, does not contain all of the information set forth in the Registration Statement, certain parts of which have been omitted in accordance with the rules and regulations of the SEC. Reference is hereby made to the Registration Statement and the exhibits to the Registration Statement for further information with respect to our company and the securities offered pursuant to this prospectus.
DOCUMENTS INCORPORATED BY REFERENCE 
The SEC allows us to “incorporate by reference” our publicly filed reports into this prospectus, which means that information included in those reports is considered part of this prospectus. Information that we file with the SEC after the date of this prospectus will automatically update and supersede the information contained in this prospectus and in prior reports. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until all of the securities offered pursuant to this prospectus have been sold. Unless expressly incorporated into this prospectus, a report, or part of a report, furnished, but not filed, on Form 8-K under the Exchange Act shall not be incorporated by reference into this prospectus. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this prospectus except as modified or superseded.
The following documents filed with the SEC are incorporated by reference in this prospectus:
1.      Our Annual Report on Form 10-K for the year ended December 31, 2005;
2.      Our Current Reports on Form 8-K filed on January 5, 2006; February 10, 2006; and February 28, 2006; and
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3.      Our Registration Statement on Form 8-A, filed September 9, 2003, which contains a description of our capital stock.
This prospectus incorporates business and financial information about us that is not included in or delivered with the document. The information relating to us contained in this prospectus is not comprehensive and should be read together with the information contained in the incorporated documents. Descriptions contained in the incorporated documents as to the contents of any contract or other document may not contain all of the information that is of interest to you. You should refer to the copy of such contract or other document filed as an exhibit to our filings.
We will furnish without charge to you, on written or oral request, a copy of any or all of the above documents, other than exhibits to such documents that are not specifically incorporated by reference therein. You should direct any requests for documents to our principal executive offices at Investor Relations, LKQ Corporation, 120 North LaSalle Street, Suite 3300, Chicago, Illinois 60602, (312) 621-1950.
FORWARD-LOOKING STATEMENTS 
Certain statements and assumptions in this prospectus and in the documents attached or incorporated by reference into this prospectus contain or are based on “forward-looking” information and involve risks and uncertainties. We believe that such statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking information includes, among other things, statements with respect to our financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive position, growth opportunities, plans and objectives of management and other matters. These statements are subject to numerous assumptions and uncertainties, many of which are outside of our control.
Actual outcomes are dependent upon many factors. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, among others:
·        fluctuations in the pricing of new OEM replacement parts;
·        the availability and cost of inventory;
·        variations in vehicle accident rates;
·        increasing competition in the automotive parts industry;
·        changes in state or federal laws or regulations affecting our business;
·        changes in the types of replacements parts that insurance carriers will accept in the repair process;
·        our ability to integrate and successfully operate recently acquired companies and any companies acquired in the future and the risks associated with these companies;
·        fluctuations in fuel prices;
·        changes in the demand for our products and the supply of our inventory due to severity of weather and seasonality of weather patterns;
·        the amount and timing of operating costs and capital expenditures relating to the maintenance and expansion of our business, operations and infrastructure;
·        declines in the values of our assets;
·        uncertainty as to changes in U.S. general economic activity and the impact of these changes on the demand for our products;
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·        our ability to increase or maintain revenue and profitability at our facilities;
·        uncertainty as to our future profitability;
·        uncertainty as to the impact on our industry of any terrorist attacks or responses to terrorist attacks;
·        our ability to operate within the limitations imposed by financing arrangements;
·        our ability to obtain financing on acceptable terms to finance our growth; and
·        our ability to develop and implement the operational and financial systems needed to manage our growing operations.
Words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “hopes,” “targets” or similar expressions are intended to identify forward-looking statements, which speak only as of the date of this prospectus, and in the case of documents incorporated by reference, as of the date of those documents. We undertake no obligation to update or release any revisions to any forward-looking statements or to report any events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events, except as required by law.
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LKQ CORPORATION 
We provide replacement systems, components, and parts needed to repair light vehicles (cars and light trucks). Buyers of light vehicle replacement products have the option to purchase from primarily three 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 generically as “aftermarket” products; and recycled products originally produced by OEMs, which we refer to as recycled OEM products. We participate in the market for recycled OEM products, the market for collision repair aftermarket products, and the market for refurbished wheels. We obtain aftermarket products and salvage vehicles from a variety of sources, and we dismantle the salvage vehicles to obtain a comprehensive range of vehicle products that we distribute into the light vehicle repair market. We are not involved in the manufacture of automotive products and do not maintain any manufacturing or remanufacturing operations.
We believe we are the largest nationwide provider of recycled OEM products and related services, with sales, processing, and distribution facilities that reach most major markets in the U.S. We believe that we are the second largest nationwide provider of aftermarket collision replacement products and refurbished wheels. While we currently service the majority of the major metropolitan areas in the U.S. with both recycled OEM and aftermarket products, we estimate our current share of the light vehicle recycling market to be less than 10%, and our current share of the aftermarket products market to be less than 10%. We believe there are opportunities for growth in both product lines through acquisitions and internal development.
We procure salvage vehicles, primarily at auctions, using our locally based professionals, proprietary processes, and a disciplined procurement system. In addition, as an alternative source of salvage vehicles, we obtain some inventory directly from insurance companies, vehicle manufacturers, and other suppliers. Once we have received proper title, which assures us that the vehicles have not been stolen, we dismantle such vehicles for recycled OEM products. We purchase aftermarket products from manufacturers, primarily in Taiwan, using a proprietary order management system. We obtain wheels for refurbishing from our dismantling process and from third parties.
Our customers include collision and mechanical repair shops and, indirectly, insurance companies, including extended warranty companies. The majority of our products and services are sold to collision repair shops, also known as body shops, and mechanical repair shops. We indirectly rely on insurance companies, which ultimately pay the collision repair shops for the repair of insured vehicles, as a source of business. These insurance companies exert significant influence in the vehicle repair decision, and increasingly look to a nationwide source for consistency, quality, and availability of replacement products. Because of their importance to the process, we have formed business relationships with certain insurance companies, and with certain extended warranty providers, in order to be their preferred light vehicle parts supplier. For example, with some insurance companies we have vehicle repair order estimate review programs in place and provide their claims adjusters a part quote and locator service. In addition, we provide them an outlet to dispose of certain total loss vehicles directly to us. We provide extended warranty companies a single national call desk to service their nationwide needs for mechanical products.
We believe we provide customers a value proposition that includes high quality products, extensive product availability due to our regional inventory trading zones, product costs lower than new OEM products, and quick delivery. We provide benefits to repair shops and insurance companies because the lower costs for our products enable many vehicles to be repaired rather than declared a total loss. By expanding our product offerings to include recycled OEM products, aftermarket products and refurbished wheels, we now offer customers a more extensive range of light vehicle replacement products. We believe this unique combination of recycled and aftermarket product offerings allows us to serve as a “one-stop” solution for our customers looking for the most cost advantageous way to repair vehicles.
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RATIO OF EARNINGS TO FIXED CHARGES 
The following table presents our historical ratio of earnings to fixed charges for each of the years in the five-year period ended December 31, 2005.

 	 	Year Ended December 31,	 	
 	 	2001	 	2002	 	2003	 	2004	 	2005	 	
Ratio of Earnings to Fixed Charges:	 	 	2.0	 	 	 	4.1	 	 	 	5.9	 	 	 	7.9	 	 	 	8.7	 	 	

For the purpose of this table, “earnings” consists of income from continuing operations before income taxes, plus fixed charges (excluding capitalized interest, but including amortization of amounts previously capitalized), and “fixed charges” consist of interest (including capitalized interest) on all debt, amortization of debt discounts and expenses incurred on issuance, and that portion of rental expense believed to represent interest.
USE OF PROCEEDS 
We intend to use the net proceeds of the securities sold by us to develop and acquire recycling businesses, redistribution facilities, aftermarket businesses, and self-service retail facilities, to expand and improve existing facilities, to purchase property, equipment and inventory, and for working capital.
DESCRIPTION OF DEBT SECURITIES 
The following sets forth certain general terms and provisions of the indenture under which the debt securities are to be issued. The particular terms of the debt securities to be sold by us will be set forth in a prospectus supplement relating to such debt securities.
The debt securities will represent unsecured general obligations of the Company, unless otherwise provided in the prospectus supplement. As indicated in the applicable prospectus supplement, the debt securities will either be senior debt, senior to all future subordinated indebtedness of the Company and pari passu with other current and future unsecured, unsubordinated indebtedness of the Company or, in the alternative, subordinated debt subordinate in right of payment to current and future senior debt or pari passu with other future subordinated indebtedness of the Company. The debt securities will be issued under an indenture in the form that has been filed as an exhibit to the registration statement of which this prospectus is a part, subject to such amendments or supplemental indentures as are adopted from time to time. The indenture will be executed by the Company and one or more trustees. The following summary of certain provisions of the indenture does not purport to be complete and is subject to, and qualified in its entirety by, reference to all the provisions of the indenture, including the definitions therein of certain terms. Wherever particular sections or defined terms of the indenture are referred to, it is intended that such sections or defined terms shall be incorporated herein by reference.
General 
The indenture will not limit the amount of debt securities that may be issued thereunder. Reference is made to the prospectus supplement for the following terms of the debt securities offered pursuant thereto: (i) designation (including whether they are senior debt or subordinated debt and whether such debt is convertible), aggregate principal amount, purchase price and denomination; (ii) the date of maturity; (iii) interest rate or rates (or method by which such rate will be determined), if any; (iv) the dates on which any such interest will be payable and the method of payment (cash or common stock); (v) the place or places where the principal of and interest, if any, on the debt securities will be payable; (vi) any redemption or sinking fund provisions; (vii) any rights of the holders of debt securities to convert the debt securities into other securities or property of the Company; (viii) the terms, if any, on which such debt securities will be subordinate to other debt of the Company; (ix) if other than the principal amount hereof, the portion of
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the principal amount of the debt securities that will be payable upon declaration of acceleration of the maturity thereof or provable in bankruptcy; (x) any events of default in addition to or in lieu of those described herein and remedies therefor; (xi) any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the debt securities; (xii) listing (if any) on a securities exchange; (xiii) whether such debt securities will be certificated or in book-entry form; and (xiv) any other specific terms of the debt securities, including any additional events of default or covenants provided for with respect to debt securities, and any terms that may be required by or advisable under United States laws or regulations.
Debt securities may be presented for exchange, conversion or transfer in the manner, at the places and subject to the restrictions set forth in the debt securities and the prospectus supplement. The Company may charge a reasonable fee for such services, subject to the limitations provided in the indentures.
Debt securities will bear interest at a fixed rate or a floating rate. Debt securities bearing no interest or interest at a rate that, at the time of issuance, is below the prevailing market rate, will be sold at a discount below their stated principal amount. Special United States federal income tax considerations applicable to any such discounted debt securities or to any debt securities issued at par that is treated as having been issued at a discount for United States income tax purposes will be described in the relevant prospectus supplement.
The indentures will not contain any covenant or other specific provision affording protection to holders of the debt securities in the event of a highly leveraged transaction or a change in control of the Company, except to the limited extent described below under “—Consolidation, Merger and Sale of Assets.” The Company’s certificate of incorporation also contains other provisions that may prevent or limit a change of control.
Modification and Waiver 
Each indenture will provide that modifications and amendments of such indenture may be made by the Company and the applicable trustee, with the consent of the holders of a majority in aggregate principal amount of the outstanding debt securities issued under such indenture that are affected by the modification or amendment voting as one class; provided that no such modification or amendment may, without the consent of the holder of each such debt security affected thereby, among other things: (1) reduce the amount of debt securities whose holders must consent to an amendment; (2) reduce the interest on or change the time for payment of interest on any security; (3) reduce the principal of or change the fixed maturity of any security; (4) reduce the premium payable upon the redemption of any security or change the time at which any security may or shall be redeemed; (5) make any security payable in money other than that stated in the security; (6) make any change that adversely affects the right to convert any security; or (7) make any change that adversely affects the preference or priority of the security.
Each indenture will provide that a supplemental indenture that changes or eliminates any covenant or other provision of such indenture that has expressly been included solely for the benefit of one or more particular series of debt securities, or that modifies the rights of the holders of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under such indenture of the holders of debt securities of any other series.
The indenture in the form that has been filed as an exhibit to the registration statement of which this prospectus is a part and each supplemental indenture entered into thereunder will provide that the Company and the applicable trustee may, without the consent of the holders of any series of debt securities issued thereunder, amend the indentures or enter into supplemental indentures for one or more of the following purposes: (1) to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants, agreements and obligations of the Company in such indenture and in the debt securities issued thereunder, (2) to cure any ambiguity, defect or inconsistency;
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(3) to make any change that does not adversely affect the interests of the holders of any series of debt securities issued thereunder; (4) to establish the form and terms of debt securities issued thereunder; (5) to set forth the conversion rights of any series; and (6) to set forth the provisions regarding subordination of any series.
Events of Default 
Unless otherwise provided in any prospectus supplement, the following will be events of default under each indenture with respect to each series of debt securities issued thereunder: (1) the Company defaults in the payment of interest on any security of that series when the same becomes due and payable and such default continues for a period of 30 days; (2) the Company defaults in the payment of the principal of any security of that series when the same becomes due and payable at maturity, upon redemption or otherwise; (3) the Company fails to comply with any of its other agreements in the securities of that series or the indenture with respect to that series and such failure continues for the period and after the notice specified in the applicable indenture; (4) the Company pursuant to or within the meaning of any bankruptcy law: (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a custodian of it or for all or substantially all of its property, or (D) makes a general assignment for the benefit of its creditors; (5) a court of competent jurisdiction enters an order or decree under any bankruptcy law that: (A) is for relief against the Company in an involuntary case, (B) appoints a custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 60 days; or (6) an event of default provided in the establishing securities resolution or supplemental indenture for that series occurs. Any event of default with respect to a particular series of debt securities under the indenture may be waived by the holders of a majority in aggregate principal amount of the outstanding debt securities of such series (voting as a class), except in each case a failure to pay principal or interest on such debt securities or a default in respect of a covenant or provision which cannot be modified or amended without the consent of each holder affected thereby.
The Company will be required to furnish to each trustee annually a statement as to its compliance with all conditions and covenants in the applicable indenture.
Each indenture will contain a provision entitling the applicable trustee to be indemnified by the holders before proceeding to exercise any trust or power under such indenture at the request of such holders. Each indenture will provide that the holders of a majority in aggregate principal amount of the then outstanding debt securities of any series may direct the time, method and place of conducting any proceedings for any remedy available to the applicable trustee or of exercising any trust or power conferred upon the applicable trustee with respect to the debt securities of such series; provided, however, that the applicable trustee may decline to follow any such direction if, among other reasons, the applicable trustee determines in good faith that the actions or proceedings as directed may not lawfully be taken, would involve the applicable trustee in personal liability or would be unduly prejudicial to the holders of the debt securities of such series not joining in such direction. The right of a holder to institute a proceeding with respect to the applicable indenture will be subject to certain conditions precedent including, without limitation, that the holders of not less than 25% in aggregate principal amount of the debt securities of such series then outstanding under such indenture make a request upon the applicable trustee to exercise its powers under such indenture, indemnify the applicable trustee and afford the applicable trustee reasonable opportunity to act, but the holder has an absolute right to receipt of the principal of, premium, if any, and interest when due on the debt securities, to require conversion of debt securities if such indenture provides for convertibility at the option of the holder and to institute suit for the enforcement thereof.
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Consolidation, Merger and Sale of Assets 
Each indenture will provide that the Company may not consolidate with, merge into or sell, convey or lease all or substantially all of its assets to any person unless the Company is the surviving corporation or the successor person is a corporation organized under the laws of any domestic or Canadian jurisdiction and assumes the Company’s obligations on the debt securities issued thereunder, and under such indenture, and after giving effect thereto no event of default, and no event that, after notice or lapse of time or both, would become an event of default shall have occurred and be continuing, and that certain other conditions are met.
Certain Covenants 
Payment of Securities.    The Company shall pay the principal of and interest on the securities of any series on the dates and in the manner provided in the securities of such series and the indenture. Principal and interest shall be considered paid on the date due if the paying agent holds in accordance with the indenture on that date money sufficient to pay all principal and interest then due and the paying agent is not prohibited from paying such money to the holders of such series on such date pursuant to the terms of the indenture. The Company shall pay interest on overdue principal of any series at the rate borne by the securities of any series; it shall pay interest on overdue defaulted interest at the same rate to the extent lawful.
SEC Reports.    The Company shall file with the trustee within 15 days after it files them with the SEC copies of the annual reports and of the information, documents, and other reports which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company will cause any quarterly and annual reports which it makes available to its stockholders to be mailed to holders of debt securities. The Company will also comply with the other provisions of Trust Indenture Act § 314(a). Delivery of such reports, information and documents to the trustee is for informational purposes only and the trustee’s receipt of such information shall not constitute notice or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the trustee is entitled to rely exclusively on officers’ certificates).
Compliance Certificate.    The Company shall deliver to the trustee, within 105 days after the end of each fiscal year of the Company, a brief certificate signed by the principal executive officer, principal financial officer or principal accounting officer of the Company, as to the signer’s knowledge of the Company’s compliance with all conditions and covenants contained in the indenture (determined without regard to any period of grace or requirement of notice provided herein).
Notice of Certain Events.    The Company shall give prompt written notice to the trustee and any paying agent with respect to any series of (i) any bankruptcy proceeding, (ii) any default or event of default, (iii) any cure or waiver of any default or event of default, and (iv) if and when the securities of such series are listed on any stock exchange.
Additional Covenants.    Any additional covenants of the Company with respect to any series of debt securities will be set forth in the prospectus supplement relating thereto.
Conversion Rights 
The terms and conditions, if any, upon which the debt securities are convertible into common stock will be set forth in the applicable prospectus supplement relating thereto. Such terms will include the conversion price (or manner of calculation thereof), the conversion period, provisions as to whether conversion will be at the option of the holders or the Company, the events requiring an adjustment of the
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conversion price and provisions affecting conversion in the event of redemption of such debt securities and any restrictions on conversion.
Discharge, Defeasance and Covenant Defeasance 
Each indenture will provide with respect to each series of debt securities issued thereunder that the Company may terminate its obligations under such debt securities of a series and such indenture with respect to debt securities of such series when (1) either (A) all securities theretofore authenticated and delivered (other than (i) securities which have been destroyed, lost or stolen and which have been replaced or paid and (ii) securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the trustee for cancellation; or (B) all such securities not theretofore delivered to the trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their stated maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of the Company, and the Company in the case of (i), (ii), and (iii) above, has deposited or caused to be deposited with the trustee for that purpose an amount of money or U.S. government obligations sufficient to pay and discharge the entire indebtedness on such securities not theretofore delivered to the trustee for cancellation, for principal and interest to the date of such deposit (in the case of securities which have become due and payable) or to the stated maturity or redemption date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (3) the Company has delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent therein provided for relating to the satisfaction and discharge of the Indenture have been complied with. Thereafter, only the Company’s obligations to compensate and indemnify the applicable trustee and its right to recover excess money held by the applicable trustee shall survive.
Applicable Law 
The indentures will provide that the debt securities and the indentures will be governed by and construed in accordance with the laws of the State of New York.
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DESCRIPTION OF COMMON STOCK 
We are authorized to issue up to 500,000,000 shares of common stock. Each share has a par value of $0.01. The following description summarizes various provisions of our common stock. The summary is not complete and is subject to, and qualified in its entirety by, our certificate of incorporation and bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus is a part, and the provisions of applicable Delaware law.
Common Stock 
Each share of our common stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors. The holders of common stock are entitled to receive dividends, if any, declared from time to time by the directors out of legally available funds. The payment of dividends is restricted by the terms of our credit facility. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining after the payment of liabilities.
The common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and nonassessable.
Anti-Takeover Effects of Our Certificate of Incorporation and Bylaws 
Some provisions of our certificate of incorporation and bylaws may be deemed to have an anti-takeover effect and may delay or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interest. These provisions include:
Special Meetings of Stockholders
Our certificate of incorporation provides that special meetings of our stockholders may be called only by the president or by a majority of the board of directors. As a result, stockholders must rely on the board of directors to call a special meeting or wait until the next annual meeting to hold a vote on extraordinary matters like a significant transaction and would have to comply with the notice provisions described below. The restriction on the ability of stockholders to call a special meeting means that a proposal to replace the board also could be delayed until the next annual meeting.
Advance Notice Procedure
Our bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to the board of directors. Generally, the advance notice provisions require that written notice of the proposals or nominations must be given to our secretary no less than 60 days nor more than 90 days prior to the annual meeting. However, if notice or prior public disclosure of the annual meeting date is given less than 70 days prior to the meeting, the notice must be received by our secretary no later than the close of business on the tenth day following the day on which notice of the annual meeting date was mailed or public disclosure was made, whichever occurs first.
At an annual meeting, stockholders may only consider proposals or nominations specified in the notice of meeting, brought before the meeting by or at the direction of the board of directors, or brought before the meeting by a stockholder who has complied with the notice provisions described above. Our bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. These provisions may also discourage or deter a potential acquirer from
10

conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
No Stockholder Action by Written Consent
Delaware law provides that stockholders may take action by written consent in lieu of a stockholder meeting. However, Delaware law also allows us to eliminate stockholder actions by written consent, which we have done. Elimination of written consents of stockholders may lengthen the amount of time required to take stockholder actions because actions by written consent are not subject to the minimum notice requirement of a stockholders’ meeting. The elimination of stockholders’ written consents may also deter hostile takeover attempts. Without the availability of stockholders’ actions by written consent, a holder controlling a majority of our capital stock would not be able to amend our bylaws or remove directors without holding a stockholders meeting. The holder would have to obtain the consent of a majority of the board of directors to call a special stockholders’ meeting or comply with the notice periods applicable to annual meetings.
Authorized but Unissued Shares
The authorized but unissued shares of common stock will be available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including public offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock could render more difficult or discourage an attempt to obtain control of a majority of our stock by means of a proxy contest, tender offer, merger or otherwise.
Material Provisions of Delaware Law
We are subject to the provisions of Section 203 of the Delaware General Corporation Law. In general, such provisions prohibit a publicly-held Delaware corporation from engaging in any business combination transactions with any interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:
·        the transaction is approved by the board of directors prior to the date the interested stockholder obtained that status;
·        upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares of voting stock outstanding those shares owned by (a) persons who are directors and also officers and (b) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
·        on or subsequent to such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66 2 ¤ 3 % of the outstanding voting stock which is not owned by the interested stockholder.
A “business combination” is defined to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder. In general, an “interested stockholder” is a person who, together with affiliates and associates, owns, or at any time in the previous three years owned, 15% or more of a corporation’s voting stock. The statute could have the effect of prohibiting or delaying mergers or other takeover or change in control attempts.
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Transfer Agent and Registrar 
The transfer agent and registrar for our common stock is LaSalle Bank National Association. Its address is 135 South LaSalle Street, Chicago, Illinois 60603.
Listing
Our common stock is listed on the Nasdaq National Market under the symbol “LKQX.”
DESCRIPTION OF WARRANTS 
We may issue warrants to purchase any combination of our debt securities or common stock. We may issue warrants independently or together with other securities. Warrants sold with other securities may be attached to or separate from the other securities. We will issue warrants under one or more warrant agreements between us and a warrant agent that we will name in the prospectus supplement.
The prospectus supplement relating to any warrants we are offering will include specific terms relating to the offering. We will file the form of any warrant agreement with the SEC, and you should read the warrant agreement for provisions that may be important to you. The prospectus supplement will include some or all of the following terms:
·        the title of the warrants;
·        the aggregate number of warrants offered;
·        the designation, number and terms of the debt securities or common stock purchasable upon exercise of the warrants, and procedures by which the number of securities purchasable may be adjusted;
·        the exercise price of the warrants;
·        the dates or periods during which the warrants are exercisable;
·        the designation and terms of any securities with which the warrants are issued;
·        if the warrants are issued as a unit with another security, the date, if any, on and after which the warrants and the other security will be separately transferable;
·        if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated;
·        any minimum or maximum amount of warrants that may be exercised at any one time; and
·        any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants.
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PLAN OF DISTRIBUTION 
The securities being offered by this prospectus may be sold by us:
·        through agents,
·        to or through underwriters,
·        through broker-dealers (acting as agent or principal),
·        directly by us to purchasers, through a specific bidding or auction process or otherwise, or
·        through a combination of any such methods of sale.
The distribution of securities may be effected from time to time in one or more transactions, including block transactions and transactions on the Nasdaq National Market or any other organized market where the securities may be traded. The securities may be sold at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices relating to the prevailing market prices or at negotiated prices. The consideration may be cash or another form negotiated by the parties. Agents, underwriters or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the form of discounts, concessions or commissions to be received from us or from the purchasers of the securities. Dealers and agents participating in the distribution of the securities may be deemed to be underwriters, and compensation received by them on resale of the securities may be deemed to be underwriting discounts. If such dealers or agents were deemed to be underwriters, they may be subject to statutory liabilities under the Securities Act.
Agents may from time to time solicit offers to purchase the securities. If required, we will name in the applicable prospectus supplement any agent involved in the offer or sale of the securities and set forth any compensation payable to the agent. Unless otherwise indicated in the prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment. Any agent selling the securities covered by this prospectus may be deemed to be an underwriter, as that term is defined in the Securities Act, of the securities.
If underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale, or under delayed delivery contracts or other contractual commitments. Securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters are used in the sale of securities, an underwriting agreement will be executed with the underwriter or underwriters at the time an agreement for the sale is reached. The applicable prospectus supplement will set forth the managing underwriter or underwriters, as well as any other underwriter or underwriters, with respect to a particular underwritten offering of securities, and will set forth the terms of the transactions, including compensation of the underwriters and dealers and the public offering price, if applicable. The prospectus and prospectus supplement will be used by the underwriters to resell the securities.
If a dealer is used in the sale of the securities, we or an underwriter will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. To the extent required, we will set forth in the prospectus supplement the name of the dealer and the terms of the transactions.
We may directly solicit offers to purchase the securities and we may make sales of securities directly to institutional investors or others. These persons may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities. To the extent required, the prospectus
13

supplement will describe the terms of any such sales, including the terms of any bidding or auction process, if used.
Agents, underwriters and dealers may be entitled under agreements which may be entered into with us to indemnification by us against specified liabilities, including liabilities incurred under the Securities Act, or to contribution by us to payments they may be required to make in respect of such liabilities. If required, the prospectus supplement will describe the terms and conditions of such indemnification or contribution. Some of the agents, underwriters or dealers, or their affiliates may be customers of, engage in transactions with or perform services for us or our subsidiaries in the ordinary course of business.
Under the securities laws of some states, the securities offered by this prospectus may be sold in those states only through registered or licensed brokers or dealers.
Any person participating in the distribution of common stock registered under the registration statement that includes this prospectus will be subject to applicable provisions of the Exchange Act, and the applicable SEC rules and regulations, including, among others, Regulation M, which may limit the timing of purchases and sales of any of our common stock by any such person. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of our common stock to engage in market-making activities with respect to our common stock. These restrictions may affect the marketability of our common stock and the ability of any person or entity to engage in market-making activities with respect to our common stock.
Certain persons participating in an offering may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act that stabilize, maintain or otherwise affect the price of the offered securities. For a description of these activities, see the information under the heading “Underwriting” in the applicable prospectus supplement.
LEGAL MATTERS 
Certain legal matters with respect to the common stock covered by this prospectus will be passed upon for us by Bell, Boyd & Lloyd LLC. John T. McCarthy, a member of Bell, Boyd & Lloyd LLC, beneficially owns 24,000 shares of our common stock.
EXPERTS 
The financial statements, the related financial statement schedule and management’s report on the effectiveness of internal control over financial reporting, incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
14

PART II 
INFORMATION NOT REQUIRED IN PROSPECTUS 
Item 14.    Other Expenses of Issuance and Distribution
Our estimated expenses in connection with the issuance and distribution of the securities being registered are as set forth in the following table:

SEC Registration Fee	 	$	*	 	
Legal Fees and Expenses	 	$	250,000	 	
Accounting Fees and Expenses	 	$	100,000	 	
Printing and Engraving Expenses	 	$	125,000	 	
Fees and Expenses of Trustee and Counsel	 	$	20,000	 	
Rating Agency Fees	 	$	75,000	 	
Miscellaneous	 	$	30,000	 	
Total	 	$	600,000	 	
 
*                     Applicable SEC registration fees have been deferred in accordance with Rules 456(b) and 457(r) of the Securities Act of 1933 and are not estimable at this time.
Item 15.   Indemnification of Directors and Officers 
The registrant is organized under the Delaware General Corporation Law (DGCL), which empowers Delaware corporations to indemnify any director or officer, or former director or officer, who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred in connection with such action, suit, or proceeding, provided that such director or officer acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, provided further that such director or officer had no reasonable cause to believe his conduct was unlawful.
The DGCL also empowers Delaware corporations to provide similar indemnity to any director or officer, or former director or officer, for expenses, including attorneys’ fees, actually and reasonably incurred by the person in connection with the defense or settlement of actions or suits by or in the right of the corporation if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the interests of the corporation, except in respect of any claim, issue, or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all of the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses that the Court of Chancery or such other court shall deem proper.
The DGCL further provides that (i) to the extent a present or former director or officer of a corporation has been successful in the defense of any action, suit, or proceeding described above or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, and (ii) indemnification and advancement of expenses provided by, or granted pursuant to, the DGCL shall not be deemed exclusive of any other rights to which the indemnified party may be entitled.
The DGCL permits a Delaware corporation to purchase and maintain, on behalf of any director or officer, insurance against liabilities incurred in such capacities. The DGCL also permits a corporation to pay expenses incurred by a director or officer in advance of the final disposition of an action, suit, or proceeding, upon receipt of an undertaking by the director or officer to repay such amount if it is determined that such person is not entitled to indemnification.
As permitted by the DGCL, the registrant’s certificate of incorporation eliminates the personal liability of a director to the corporation or its stockholders for monetary damages for violations of the director’s fiduciary duty except, to the extent provided by applicable law, (i) for any breach of the director’s
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duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which a director derived an improper personal benefit. In addition, the registrant’s certificate of incorporation provides that it is required to indemnify its directors and officers to the fullest extent permitted by the DGCL for any expenses, liabilities or other matters, that such indemnification is not exclusive of any other right to indemnification that such person may be entitled to otherwise, and that the right to such indemnification is available for current and former directors and officers, and inures to the benefit of their heirs, executors, and administrators. The registrant’s amended and restated bylaws also contain provisions for indemnification of its directors and officers consistent with the provisions of the DGCL.
The registrant has also entered into an indemnification agreement with each of its directors and officers which provides for certain rights to indemnification and payment of expenses in addition to and in furtherance of the indemnification provisions in our certificate of incorporation.
The foregoing statements are subject to the detailed provisions of the DGCL, the registrant’s certificate of incorporation, amended and restated bylaws, and the form of indemnification agreement, the latter three of which are filed as exhibits to this Registration Statement.
The registrant has obtained insurance policies indemnifying its directors and officers against certain civil liabilities and related expenses.
Item 16.   Exhibits * 

   4.1	 	Specimen of common stock certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, Registration No. 333-107417).	
  4.2	 	Credit Agreement by and among LKQ Corporation, Bank of America, N.A., as Administrative Agent, LaSalle Bank National Association, as Syndication Agent, Bank One, NA, as Documentation Agent, National City Bank, as Co-Agent, and Banc of America Securities LLC, as Arranger, dated February 17, 2004 (incorporated herein by reference to Exhibit 99.3 to the Company’s report on Form 8-K filed with the SEC on February 25, 2004).	
  4.3	 	First Amendment to Credit Agreement dated as of January 31, 2005 by and among LKQ Corporation, Bank of America, N.A., LaSalle Bank National Association, JP Morgan Chase Bank, National Association and National City Bank (incorporated herein by reference to Exhibit 99.4 to the Company’s report on Form 8-K filed with SEC on February 2, 2005).	
  4.4	 	Second Amendment to Credit Agreement dated as of June 1, 2005 by and among LKQ Corporation , Bank of America, N.A., LaSalle Bank National Association, JP Morgan Chase Bank National Association and National City Bank (incorporated herein by reference to Exhibit 99.1 to the Company’s report on Form 8-K filed with the SEC on June 3, 2005).	
  4.5	 	Form of Indenture**	
  5	 	Opinion of Bell, Boyd & Lloyd LLC**	
10	 	Form of Indemnification Agreement between directors and officers of LKQ Corporation and LKQ Corporation (incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1, Registration No. 333-107417).	
12	 	Computation of Ratio of Earnings to Fixed Charges**	
23.1	 	Consent of Deloitte & Touche LLP**	
23.2	 	Consent of Bell, Boyd & Lloyd LLC (contained in Exhibit 5 opinion)**	
24	 	Power of attorney (included on signature page)**	
25	 	The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of the Trustee under the Indenture will be filed under cover of Form 305B2 in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.	
 
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*                     LKQ will file as an exhibit to a Current Report on Form 8-K (i) any underwriting, remarketing or agency agreement relating to the securities offered hereby, (ii) the instruments setting forth the terms of any debt securities or warrants, (iii) any additional required opinions of counsel with respect to the legality of the securities offered hereby and (iv) any required opinion of counsel of LKQ as to certain tax matters relative to the securities offered hereby.
**              Filed with this Form S-3
Item 17.   Undertakings 
(a)   The undersigned registrant hereby undertakes:
(1)   to file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement:
(i)    to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)   to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)  to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in this registration statement; provided, however, that the undertaking set forth in paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.
(2)   that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)   to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)   that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)    If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the
II- 3

registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5)   that, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)    Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)   Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)   The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registration’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
(d)   The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
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SIGNATURES 
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on May 8, 2006.

	 	LKQ CORPORATION	
 	 	By:	 	/s/ JOSEPH M. HOLSTEN	
 	 	 	 	Joseph M. Holsten	
 	 	 	 	President, Chief Executive Officer and Director	
 
Each person whose signature appears below appoints Joseph M. Holsten and Victor M. Casini, and each of them severally, acting alone and without the other, their true and lawful attorney-in-fact with authority to execute in the name of each such person and to file with the SEC, together with any exhibits and any other documents, any and all amendments (including post-effective amendments) to this registration statement on Form S-3 necessary or advisable to enable LKQ to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the SEC in respect thereof, which amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on May 8, 2006.

	Signature	 	 		Title	 	
/s/ JOSEPH M. HOLSTEN	 	President, Chief Executive Officer (principal	
J oseph M. Holsten	 	executive officer) and Director	
/s/ MARK T. SPEARS	 	Executive Vice President and Chief Financial Officer	
M ark T. Spears	 	(principal financial officer)	
/s/ FRANK P. ERLAIN	 	Vice President—Finance and Controller	
F rank P. Erlain	 	(principal accounting officer)	
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/s/ DONALD F. FLYNN	 	Director	
D onald F. Flynn	 	 	
/s/ A. CLINTON ALLEN	 	Director	
A. C linton Allen	 	 	
/s/ ROBERT M. DEVLIN	 	Director	
R obert M. Devlin	 	 	
 	 	Director	
P aul M. Meister	 	 	
/s/ JOHN F. O’BRIEN	 	Director	
J ohn F. O’Brien	 	 	
/s/ WILLIAM M. WEBSTER	 	Director	
W illiam M. Webster, IV	 	 	
 
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Exhibit 4.5

INDENTURE
LKQ Corporation
and
[TO BE NAMED],
Trustee
Dated as of ____________________
Debt Securities

TABLE OF CONTENTS 

	 	Page	
ARTICLE 1 Definitions and Rules of Construction; Applicability of the Trust Indenture Act	 	1	
Section 1.01 Definitions	 	1	
Section 1.02 Other Definitions	 	3	
Section 1.03 Rules of Construction	 	4	
Section 1.04 Trust Indenture Act	 	4	
 	 	 	
ARTICLE 2 The Securities	 	4	
Section 2.01 Issuable in Series; Form and Dating	 	4	
Section 2.02 Execution and Authentication.	 	7	
Section 2.03 Agents	 	7	
Section 2.04 Paying Agent To Hold Money in Trust	 	7	
Section 2.05 Securityholder Lists	 	8	
Section 2.06 Transfer and Exchange.	 	8	
Section 2.07 Replacement Securities	 	8	
Section 2.08 Outstanding Securities.	 	8	
Section 2.09 Treasury Securities Disregarded for Certain Purposes	 	9	
Section 2.10 Temporary Securities.	 	9	
Section 2.11 Global Securities	 	9	
Section 2.12 Cancellation	 	10	
Section 2.13 Defaulted Interest	 	10	
 	 	 	
ARTICLE 3 Redemption	 	10	
Section 3.01 Notice to Trustee	 	10	
Section 3.02 Selection of Securities To Be Redeemed.	 	11	
Section 3.03 Notice of Redemption.	 	11	
Section 3.04 Effect of Notice of Redemption	 	12	
Section 3.05 Deposit of Redemption Price	 	12	
Section 3.06 Securities Redeemed in Part	 	12	
 	 	 	
ARTICLE 4 Covenants	 	12	
Section 4.01 Payment of Securities	 	12	
Section 4.02 SEC Reports	 	13	
Section 4.03 Compliance Certificate	 	13	
Section 4.04 Notice of Certain Events	 	13	
 	 	 	
ARTICLE 5 Successors	 	13	
Section 5.01 When Company May Merge, etc.	 	13	
Section 5.02 Successor Corporation Substituted	 	14	
 	 	 	
ARTICLE 6 Defaults and Remedies	 	14	
Section 6.01 Events of Default	 	14	
Section 6.02 Acceleration.	 	15	

 

	 	Page	
 	 	 	
Section 6.03 Other Remedies	 	16	
Section 6.04 Waiver of Past Defaults	 	16	
Section 6.05 Control by Majority	 	16	
Section 6.06 Limitation on Suits	 	16	
Section 6.07 Rights of Holders To Receive Payment.	 	17	
Section 6.08 Priorities.	 	17	
Section 6.09 Undertaking for Costs	 	17	
Section 6.10 Proof of Claim	 	18	
Section 6.11 Actions of a Holder.	 	18	
 	 	 	
ARTICLE 7 Trustee	 	18	
Section 7.01 Duties of Trustee	 	18	
Section 7.02 Rights of Trustee	 	19	
Section 7.03 Individual Rights of Trustee; Disqualification	 	20	
Section 7.04 Trustee’s Disclaimer.	 	20	
Section 7.05 Notice of Defaults	 	20	
Section 7.06 Reports by Trustee to Holders	 	20	
Section 7.07 Compensation and Indemnity.	 	20	
Section 7.08 Replacement of Trustee	 	21	
Section 7.09 Successor Trustee by Merger, etc.	 	22	
Section 7.10 Eligibility	 	22	
Section 7.11 Preferential Collection of Claims Against Company	 	22	
 	 	 	
ARTICLE 8 Satisfaction and Discharge	 	23	
Section 8.01 Satisfaction and Discharge of Indenture.	 	23	
Section 8.02 Application of Trust Funds	 	24	
Section 8.03 Reinstatement	 	24	
Section 8.04 Repayment to Company	 	24	
 	 	 	
ARTICLE 9 Amendments	 	25	
Section 9.01 Without Consent of Holders	 	25	
Section 9.02 With Consent of Holders	 	25	
Section 9.03 Compliance with Trust Indenture Act and Section 12.03	 	26	
Section 9.04 Revocation and Effect of Consents and Waivers.	 	26	
Section 9.05 Notice of Amendment; Notation on or Exchange of Securities	 	26	
Section 9.06 Trustee Protected	 	27	
 	 	 	
ARTICLE 10 Conversion	 	27	
Section 10.01 To be Supplemented	 	27	
 	 	 	
ARTICLE 11 Subordination	 	27	
Section 11.01 To be Supplemented	 	27	
 
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	 	Page	
 	 	 	
ARTICLE 12 Miscellaneous	 	27	
Section 12.01 Notices	 	27	
Section 12.02 Communication by Holders with Other Holders	 	28	
Section 12.03 Certificate and Opinion as to Conditions Precedent	 	28	
Section 12.04 Statements Required in Certificate or Opinion	 	28	
Section 12.05 Rules by Trustee and Agents	 	29	
Section 12.06 Legal Holidays	 	29	
Section 12.07 No Recourse Against Others	 	29	
Section 12.08 Duplicate Originals	 	29	
Section 12.09 Variable Provisions	 	29	
Section 12.10 Governing Law	 	30	
 
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CROSS-REFERENCE TABLE

TIA Section	 	Indenture Section	 	
310	(a)(1)	 	7.10	 	
 	(a)(2)	 	7.10	 	
 	(a)(3)	 	N.A.	 	
 	(a)(4)	 	N.A.	 	
 	(a)(5)	 	N.A.	 	
 	(b)	 	7.08; 7.10	 	
 	(c)	 	N.A.	 	
311	(a)	 	7.11	 	
 	(b)	 	7.11	 	
 	(c)	 	N.A.	 	
312	(a)	 	2.05	 	
 	(b)	 	12.02	 	
 	(c)	 	N.A.	 	
313	(a)	 	7.06	 	
 	(b)(1)	 	N.A.	 	
 	(b)(2)	 	7.00	 	
 	(c)	 	7.06	 	
 	(d)	 	7.06	 	
314	(a)(1)	 	4.02	 	
 	(a)(2)	 	12.01	 	
 	(a)(4)	 	4.03	 	
 	(b)	 	N.A.	 	
 	(c)	 	2.02; 7.02(b); 8.01(3)	 	
 	(c)(1)	 	13.04	 	
 	(c)(2)	 	13.04	 	
 	(c)(3)	 	13.04	 	
 	(d)	 	N.A.	 	
 	(e)	 	4.03; 12.04	 	
 	(f)	 	4.03	 	
315	(a)(1)	 	6.05; 7.01(b)(t)	 	
 	(a)(2)	 	7.01(b)(2)	 	
 	(b)	 	7.05; 12.01	 	
 	(c)	 	7.01(a)	 	
 	(d)(1)	 	7.0t(b)	 	
 	(d)(2)	 	7.01(c)(2)	 	
 	(d)(3)	 	6.05; 7.01(c)(3)	 	
 	(e)	 	6.09	 	
316	(a)(last sentence)	 	2.09	 	
 	(a)(t)(A)	 	6.05	 	
 	(a)(1)(B)	 	6.04	 	
 	(a)(2)	 	 	 	
 	(b)	 	6.07	 	
 	(c)	 	9.04	 	
317		 	(a)(1)	 	
 	(a)(2)	 	 	 	
 	(b)	 	2.04	 	
318	(a)	 	 	 	
 
N.A. means not applicable.
Note:  This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

 
INDENTURE dated as of ____________, between LKQ Corporation, a corporation organized and existing under the laws of Delaware  (“Company”), and [_____________], a [New York] corporation (“Trustee”).
The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”), as herein provided, up to such principal amount as may from time to time be authorized in or pursuant to one or more resolutions of the Board of Directors or by supplemental indenture.
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of each Series of the Securities:
ARTICLE 1
Definitions and Rules of Construction; Applicability of the Trust Indenture Act
Section 1.01 Definitions.
“Affiliate” Any Person controlling or controlled by or under common control with the Company. “Control” for this definition means the power to direct the management and policies of a Person, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise. The terms  “controlling” and “controlled” have meanings correlative to the foregoing.
“Agent” Any Registrar, Paying Agent or Conversion Agent.
“Board” The Board of Directors of the Company or any officer or committee thereof authorized to act for such Board.
“Business Day” A day that is not a Legal Holiday.
“Company” The party named as such above until a successor which duly assumes the obligations upon the Securities and under the Indenture replaces it and thereafter means the successor.
“Debt” means, with respect to any Person,
(i)                                      any obligation of such Person to pay the principal of, premium of, if any, interest on (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not a claim for such post-petition interest is allowed in such proceeding), penalties, reimbursement or indemnification amounts, fees, expenses or other amounts relating to any indebtedness, and any other liability, contingent or otherwise, of such Person
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(A)                               for borrowed money (including instances where the recourse of the lender is to the whole of the assets of such Person or to a portion thereof),
(B)                                 evidenced by a note, debenture or similar instrument (including a purchase money obligation) including securities,
(C)                                 for any letter of credit or performance bond in favor of such Person, or
(D)                                for the payment of money relating to a capitalized lease obligation;
(ii)                                   any liability of others of the kind described in the preceding clause (i), which the Person has guaranteed or which is otherwise its legal liability;
(iii)                                any obligation of the type described in clauses (i) and (ii) secured by a lien to which the property or assets of such Person are subject, whether or not the obligations secured thereby shall have been assumed by or shall otherwise be such Person’s legal liability; and
(iv)                               any and all deferrals, renewals, extensions and refunding of, or amendments, modifications or supplements to, any liability of the kind described in any of the preceding clauses (i), (ii) or (iii).
“Default” Any event which is, or after notice or passage of time would be, an Event of Default.
“Exchange Act” The Securities Exchange Act of 1934, as amended.
“Holder” or “Securityholder” A Person in whose name a Security is registered.
“Indenture” This Indenture as amended from time to time, including the terms of the Securities and any amendments.
“Officers’ Certificate” A certificate signed by two Officers, one of whom must be the President, the Treasurer or a Vice-President of the Company. See Sections 12.03 and 12.04.
“Opinion of Counsel” Written opinion from legal counsel who is acceptable to the Trustee. See Sections 12.03 and 12.04.
“Person” Any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization or government or other agency or political subdivision thereof.
“Principal” of a Security means the principal of the Security plus the premium, if any, on the Security which is due or overdue or is to become due at the relevant time.
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“Proceeding” A liquidation, dissolution, bankruptcy, insolvency, reorganization, receivership or similar proceeding under Bankruptcy Law, an assignment for the benefit of creditors, any marshalling of assets or liabilities, or winding up or dissolution, but shall not include any transaction permitted by and made in compliance with Article 5.
“SEC” The United States Securities and Exchange Commission.
“Securities” The Securities described above issued under this Indenture.
“Securities Resolution” means a resolution adopted by the Board or by a committee thereof pursuant to Board delegation authorizing a Series or a supplemental indenture authorizing a Series executed by an authorized Officer.
“Series” means a series of Securities or the Securities of the series.
“TIA” The Trust Indenture Act of 1939, as amended, as in effect on the date of this Indenture, except as provided in Sections 1.04 and 9.03.
“Trust Officer” Any officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters or to whom a matter concerning the Indenture may be referred.
“Trustee” The party named as such above until a successor replaces it and thereafter means the successor.
“U.S. Government Obligations” Securities that are direct, noncallable, nonredeemable obligations of, or noncallable, nonredeemable obligations guaranteed by, the United States of America for the timely payment of which obligation or guarantee the full faith and credit of the United States of America is pledged, or funds consisting solely of such securities, including funds managed by the Trustee or one of its Affiliates (including such funds for which it or its Affiliates receives fees in connection with such management).
Section 1.02 Other Definitions.

Term	 	Defined in Section	 	
“Bankruptcy Law”	 	6.01	 	
“Conversion Agent”	 	2.03	 	
“Custodian”	 	6.01	 	
“Defaulted Interest”	 	2.13	 	
“Event of Default”	 	6.01	 	
“Legal Holiday”	 	12.06	 	
“Notice”	 	12.01	 	
“Officer”	 	12.09	 	
“Paying Agent”	 	2.03	 	
“Registrar”	 	2.03	 	
 
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Section 1.03 Rules of Construction.
Unless the context otherwise requires:
(1)                                   a term defined in Sections 1.01 or 1.02 has the meaning assigned to it therein, and terms defined in the TIA have the meanings assigned to them in the TIA;
(2)                                   an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in the United States;
(3)                                   “or” is not exclusive;
(4)                                   words in the singular include the plural, and words in the plural include the singular;
(5)                                   provisions apply to successive events and transactions;
(6)                                   “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and
(7)                                   “including” means including without limitation.
Section 1.04 Trust Indenture Act.
The provisions of TIA § § 310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture upon and so long as the Indenture and Securities are subject to the TIA. If any provision of this Indenture limits, qualifies or conflicts with such duties, the imposed duties shall control. If a provision of the TIA requires or permits a provision of this Indenture and the TIA provision is amended, then the Indenture provision shall be automatically amended to like effect.
Any reference to a requirement under the TIA shall only apply upon and so long as the Indenture is qualified under and subject to the TIA.
ARTICLE 2
The Securities
Section 2.01 Issuable in Series; Form and Dating.
The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. There shall be established in or pursuant to a Securities Resolution, prior to the issuance of Securities of any Series:
4

 
(a)                                   the title of the Series (which shall distinguish the Series from all other securities);
(b)                                  the price or prices (expressed as a percentage of the aggregate principal amount thereof) at which the Series will be issued;
(c)                                   any limit upon the aggregate principal amount of the Series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to this Article 2);
(d)                                  the date or dates on which the principal of the Series is payable;
(e)                                   the rate or rates that may be fixed or variable at which the Series shall bear interest, if any, or the manner in which such rate or rates shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and the record dates for the determination of Holders to whom interest is payable;
(f)                                     the place or places where the principal of and any interest on the Series shall be payable, if other than as provided herein;
(g)                                  the currency or currencies in which the Series is issued and payable;
(h)                                  the conversion or exchange provisions applicable to the Series;
(i)                                      whether and upon what terms the Series will be convertible into equity or debt securities of the Company;
(j)                                      the price or prices at which (if any), the period or periods within which (if any) and the terms and conditions upon which (if other than as provided herein) the Series may be redeemed, in whole or in part, at the option, or as an obligation, of the Company;
(k)                                   the obligation, if any, of the Company to redeem, purchase or repay the Series, in whole or in part, pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period and periods within which and the terms and conditions upon which the Series shall be redeemed, purchased or repaid pursuant to such obligation;
(l)                                      if other than denominations of $1,000 and any multiple thereof, the denominations in which the Series shall be issuable;
(m)                                whether the Series shall be issued in whole or in part in the form of a global Security or Securities; the terms and conditions, if any, upon which such global Security or Securities may be exchanged in whole or in part
5

 
for other individual securities, and the depositary for such global Security and Securities;
(n)                                  if other than the principal amount thereof, the portion of the principal amount of the Series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02 hereof;
(o)                                  any Events of Default with respect to the Series, if not set forth herein;
(p)                                  any additions or changes to, or deletions from, the covenants set forth in Article 4 or the acceleration provisions applicable to the Series;
(q)                                  the provisions, if any relating to any security provided for the Series;
(r)                                     the Trustee for the Series;
(s)                                   any other terms of the Series (which terms shall not be inconsistent with the provisions of this Indenture, but which may modify or delete any provision of this Indenture with respect to such Series; provided, however, that no such term may modify or delete any provision hereof if imposed by the TIA; and provided, further, that any modification or deletion of the rights, duties or immunities of the Trustee hereunder shall have been consented to in writing by the Trustee).
All Securities of any Series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Securities Resolution or in any such indenture supplemental hereto.
The principal of and any interest on the Securities of any Series shall be payable at the office or agency of the Company designated in the form of Security for the Series (each such place herein called the “Place of Payment”); provided, however, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear in the register of Securities for such Series referred to in Section 2.03 hereof.
Each Security shall be in one of the forms approved from time to time by or pursuant to a Securities Resolution, or established in one or more indentures supplemental hereto. Prior to the delivery of a Security of any Series to the Trustee for authentication in any form approved by or pursuant to a Securities Resolution, the Company shall deliver to the Trustee the Securities Resolution by or pursuant to which such form of Security for such Series has been approved, which Securities Resolution shall have attached thereto a true and correct copy of the form of Security for such Series that has been approved by or pursuant thereto.
The Securities may have notations, legends or endorsements required by Section 2.11, law, stock exchange rule, automated quotation system, agreements to which the Company is subject, or usage. Each Security shall be dated the date of its authentication.
6

Section 2.02 Execution and Authentication.
Two Officers shall sign the Securities for the Company by manual or facsimile signature.
If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security is still valid.
A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.
The Trustee shall authenticate Securities of any Series for original issue up to the limit, if any, specified in the Securities Resolution for the Series amount stated.
The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities of any Series. An authenticating agent may authenticate Securities of such Series whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate.
Section 2.03 Agents.
The Company shall maintain an office or agency where Securities of a particular Series may be presented for registration of transfer or for exchange (“Registrar”), where Securities of that Series may be presented for payment (“Paying Agent”) and where Securities of that Series may be presented for conversion to the extent and in the manner set forth in Article 10 (“Conversion Agent”). Whenever the Company must issue or deliver Securities of a particular Series pursuant to this Indenture, the Trustee shall authenticate the Securities of that Series at the Company’s request. The Registrar of a particular Series shall keep a register of the Series and of their transfer and exchange.
The Company may appoint more than one Registrar, Paying Agent or Conversion Agent for any Series. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company does not appoint another Registrar, Paying Agent, or Conversion Agent for any Series, the Trustee shall act as such.
Section 2.04 Paying Agent To Hold Money in Trust.
On or prior to each due date of the Principal and interest on any Security of any Series, the Company shall deposit with the Paying Agent for such Series a sum sufficient to pay such Principal and interest when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent will hold in trust for the benefit of Securityholders of the particular Series for which it is acting or the Trustee all money held by the Paying Agent for the payment of the Principal of or interest on the Securities of such Series and will notify the Trustee of any Default by the Company in making any such payment and will comply with Article 11. While any such Default continues, the Trustee may require a Paying Agent of such Series to pay all money held by it to the Trustee of such Series. The Company at any time may require a Paying Agent of the particular Series for which it is acting to pay all
7

money held by it with respect to such Series to the Trustee of such Series and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent of such Series shall have no further liability for the money delivered to the Trustee of such Series. If the Company or any Affiliate acts as Paying Agent for any Series, it shall segregate the money held by it as Paying Agent of such Series and hold it as a separate trust fund.
Section 2.05 Securityholder Lists.
The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders separately by Series. If the Trustee is not the Registrar of any Series, the Company shall furnish to the Trustee, in writing at least 10 Business Days before each interest payment date and at such other times as the Trustee may request a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders of such Series.
Section 2.06 Transfer and Exchange.
The Securities shall be issued in registered form and shall be transferable only upon surrender of a Security for registration of transfer. When a Security of any Series is presented to the Registrar for such Series with a request to register a transfer or to exchange them for an equal principal amount of Securities of such Series of other denominations, the Registrar for such Series shall register the transfer or make the exchange if its requirements for such transactions are met and the Security of such Series has not been redeemed. The Company may charge a reasonable fee for any registration of transfer or exchange but not for any exchange pursuant to Section 2.10, 3.06 or 9.05.
All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture will evidence the same debt and will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Section 2.07 Replacement Securities.
If the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, then, in the absence of notice to the Company that the Security has been acquired by a protected purchaser, the Company shall issue a replacement Security of the same Series. If required by the Trustee or the Company, an indemnity bond must be provided which is sufficient in the judgment of both to protect the Company, the Trustee and the Agents from any loss which any of them may suffer if a Security is replaced. The Company or the Trustee may charge the Holder for its expenses in replacing a Security.
Every replacement Security is an additional obligation of the Company.
Section 2.08 Outstanding Securities.
Securities of any Series outstanding at any time are all Securities of such Series authenticated by the Trustee of such Series except for those canceled by the Registrar of such Series, those delivered to it for cancellation and those described in this Section as not
8

outstanding. A Security does not cease to be outstanding because the Company or an Affiliate holds the Security.
If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Company receives proof satisfactory to it that the replaced Security is held by a protected purchaser.
If Securities are considered paid under Section 4.01, they cease to be outstanding and interest on them ceases to accrue.
Section 2.09 Treasury Securities Disregarded for Certain Purposes.
In determining whether the Holders of the required Principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or an Affiliate shall be disregarded and deemed not to be outstanding, except that, for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.
Section 2.10 Temporary Securities.
Until definitive Securities are ready for delivery, the Company may use temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall deliver definitive Securities in exchange for temporary Securities.
Section 2.11 Global Securities.
The Company may issue some or all of the Securities of any Series in temporary or permanent global form. The Company may issue a global Security of any Series only to a depository. A depository may transfer a global Security of any Series only to its nominee or to a successor depository. A global Security of any Series shall represent the amount of Securities of such Series specified in the global Security. A global Security of any Series may have variations that the depository requires or that the Company considers appropriate for such a security.
Beneficial owners of part or all of a global Security of any Series are subject to the rules of the depository as in effect from time to time.
The Company, the Trustee and the Agents shall not be responsible for any acts or omissions of a depository, for any depository records of beneficial ownership interests or for any transactions between the depository and beneficial owners.
9

Section 2.12 Cancellation.
The Company at any time may deliver Securities to the Trustee for cancellation. The Paying Agent and Conversion Agent, if not the Trustee, shall forward to the Trustee any Securities surrendered to them for payment or conversion. The Trustee shall cancel all Securities surrendered for registration of transfer, exchange, payment, conversion or cancellation and shall dispose of canceled Securities according to its standard procedures or as the Company otherwise directs. The Company may not issue new Securities to replace Securities that it has paid or which have been delivered to the Trustee for cancellation or that any Securityholder has converted.
Section 2.13 Defaulted Interest.
If the Company defaults in a payment of interest on the Securities of any Series (“Defaulted Interest”) such Defaulted Interest shall cease to be payable to the Securityholder of such Series on the relevant record date and shall be paid by the Company, at its election, under either (1) or (2) below:
(1)                                   The Company may pay the Defaulted Interest together with interest thereon to the Persons which are Securityholders of such Series on a subsequent special record date. The Company shall notify the Trustee of such Series of the amount of Defaulted Interest together with interest thereon to be paid and pay over such amount to the Trustee of such Series. The Trustee of such Series shall then fix a special record date and at the Company’s expense shall notify Securityholders of such Series not less than 10 days prior to such special record date of the proposed payment, of the special record date, and of the payment date.
(2)                                   The Company may make payment of Defaulted Interest together with interest thereon in any lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on  which the Securities of such Series may be listed or designated for issuance. The Company shall give prompt notice to the Trustee and Securityholders of such Series that it intends to make payment pursuant to this Section 2.13(2) and of the special record date of the proposed payment, and of the payment date.
ARTICLE 3
Redemption
Section 3.01 Notice to Trustee.
If Securities of any Series are to be redeemed, the Company shall notify the Trustee of the redemption date, the Principal amount of Securities of such Series to be redeemed and the provision of the Series permitting or requiring the redemption.
10

The Company may reduce the Principal amount of Securities of any Series required to be redeemed pursuant to the provisions of such Series if it notifies the Trustee of the amount of the credit and the basis for it by delivery of an Officers’ Certificate. If the reduction is based on a credit for redeemed, converted or canceled Securities that the Company has not previously delivered to the Trustee for cancellation, the Company shall deliver such Securities to the Registrar before the selection of securities to be redeemed.
The Company shall give each notice provided for in this Section at least 50 days before the redemption date unless a shorter period is satisfactory to the Trustee. If fewer than all the Securities of any Series are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall be not less than 15 days prior to the redemption date.
Section 3.02 Selection of Securities To Be Redeemed.
If less than all the Securities of any Series are to be redeemed, the Trustee shall select the Securities of such Series to be redeemed by a method that complies with the requirements, if any, of any stock exchange on which the Securities of such Series are listed and that the Trustee considers fair and appropriate, which may include selection pro rata or by lot. The Trustee shall make the selection from Securities of such Series outstanding not previously called for redemption. The Trustee may select for redemption portions of the Principal of Securities of such Series that have denominations larger than $1,000. Securities and portions thereof selected by the Trustee shall be in amounts of $1,000 or whole multiples of $1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.
Section 3.03 Notice of Redemption.
Except as may be otherwise provided as to any particular Series, at least 30 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption to each Holder whose Securities are to be redeemed.
The notice shall state that it is a notice of redemption, identify the Securities of the Series to be redeemed and shall state:
(1)                                   the redemption date;
(2)                                   the redemption price;
(3)                                   the name and address of the Paying Agent and Conversion Agent;
(4)                                   that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price;
(5)                                   that, unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date; and
11

(6)                                   list the CUSIP number of the Series of Securities and state that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.
At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense.
Section 3.04 Effect of Notice of Redemption.
Once notice of redemption is mailed, Securities called for redemption become due and payable on the redemption date at the redemption price. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest to the redemption date. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.
Section 3.05 Deposit of Redemption Price.
On or before the redemption date, the Company shall deposit with the Paying Agent (or, if the Company or any Affiliate is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of, and accrued interest on, all Securities to be redeemed on that date other than Securities or portions of Securities called for redemption which have been delivered by the Company to the Registrar for cancellation. The Paying Agent shall return to the Company any money not required for that purpose because of conversion of Securities.
Unless the Company shall default in the payment of Securities (and accrued interest) called for redemption, interest on such Securities shall cease to accrue after the redemption date.
Section 3.06 Securities Redeemed in Part.
Upon surrender of a Security that is redeemed in part, the Company shall deliver to the Holder (at the Company’s expense) a new Security of the same Series equal in Principal amount to the unredeemed portion of the Security surrendered.
ARTICLE 4
Covenants
Section 4.01 Payment of Securities.
The Company shall pay the Principal of and interest on the Securities of any Series on the dates and in the manner provided in the Securities of such Series and this Indenture. Principal and interest shall be considered paid on the date due if the Paying Agent holds in accordance with this Indenture on that date money sufficient to pay all Principal and interest then due and the Paying Agent is not prohibited from paying such money to the Holders of such Series on such date pursuant to the terms of this Indenture.
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The Company shall pay interest on overdue Principal of any Series at the rate borne by the Securities of any Series; it shall pay interest on overdue Defaulted Interest at the same rate to the extent lawful.
Section 4.02 SEC Reports.
The Company shall file with the Trustee within 15 days after it files them with the SEC copies of the annual reports and of the information, documents, and other reports which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company will cause any quarterly and annual reports which it makes available to its stockholders to be mailed to the Holders. The Company will also comply with the other provisions of TIA § 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute notice or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Section 4.03 Compliance Certificate.
The Company shall deliver to the Trustee, within 105 days after the end of each fiscal year of the Company, a brief certificate signed by the principal executive officer, principal financial officer or principal accounting officer of the Company, as to the signer’s knowledge of the Company’s compliance with all conditions and covenants contained in this Indenture (determined without regard to any period of grace or requirement of notice provided herein).
Section 4.04 Notice of Certain Events.
The Company shall give prompt written notice to the Trustee and any Paying Agent with respect to any Series of (i) any Proceeding, (ii) any Default or Event of Default, (iii) any cure or waiver of any Default or Event of Default, and (iv) if and when the Securities of such Series are listed on any stock exchange.
ARTICLE 5
Successors
Section 5.01 When Company May Merge, etc.
Except as may otherwise be provided as to any particular Series, the Company shall not consolidate or merge with or into, or transfer all or substantially all of its assets to, any Person unless:
(1)                                   either the Company shall be the resulting or surviving entity or such person is a corporation organized and existing under the laws of the United States, a State thereof or the District of Columbia;
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(2)                                   if the Company is not the resulting or surviving entity, such Person assumes by supplemental indenture all the obligations of the Company under the Securities and this Indenture; and
(3)                                   immediately before and immediately after the transaction no Default exists.
The Company shall deliver to the Trustee prior to the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each of which shall state that such consolidation, merger or transfer and such supplemental indenture comply with this Article 5 (other than as to compliance with Section 5.01(3), as to which no opinion need be given in the Opinion of Counsel) and that all conditions precedent herein provided for relating to such transaction have been complied with.
Section 5.02 Successor Corporation Substituted.
Upon any consolidation or merger, or any transfer of all or substantially all of the assets of the Company in accordance with Section 5.01, the successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Securities with the same effect as if such successor corporation had been named as the Company herein and in the Securities. Thereafter the obligations of the Company under the Securities and Indenture shall terminate except for the obligation to pay the Principal of and interest on the Securities in the case of a transfer.
ARTICLE 6
Defaults and Remedies
Section 6.01 Events of Default.
An “Event of Default” occurs with respect to Securities of any particular Series if, unless in the establishing Securities Resolution or supplemental indenture for such Series it is provided that such Series shall not have the benefit of said Event of Default:
(1)                                   the Company Defaults in the payment of interest on any Security of that Series when the same becomes due and payable and such Default continues for a period of 30 days;
(2)                                   the Company Defaults in the payment of the Principal of any Security of that Series when the same becomes due and payable at maturity, upon redemption or otherwise;
(3)                                   the Company fails to comply with any of its other agreements in the Securities of that Series or this Indenture with respect to that Series and such failure continues for the period and after the notice specified below;
(4)                                   the Company pursuant to or within the meaning of any Bankruptcy Law:
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(A)                               commences a voluntary case,
(B)                                 consents to the entry of an order for relief against it in an involuntary case,
(C)                                 consents to the appointment of a Custodian of it or for all or substantially all of its property, or
(D)                                makes a general assignment for the benefit of its creditors;
(5)                                   a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A)                               is for relief against the Company in an involuntary case,
(B)                                 appoints a Custodian of the Company or for all or substantially all of its property, or
(C)                                 orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 60 days; or
(6)                                   an Event of Default provided in the establishing Securities Resolution or supplemental indenture for that Series occurs.
The foregoing will constitute Events of Default whatever the reason for any such Event of Default, whether it is voluntary or involuntary, or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.
The term “Bankruptcy Law” means title 11, U.S. Code or any similar federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.
A Default under clause (3) is not an Event of Default until the Trustee or the Holders of at least 25% in Principal amount of the Securities of that Series notify the Company and the Trustee of that Series of the Default and the Company does not cure the Default, or it is not waived, within 60 days after receipt of the notice. The notice must specify the Default, demand that it be remedied to the extent consistent with law, and state that the notice is a “Notice of Default.”
Section 6.02 Acceleration.
If an Event of Default with respect to any Series occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in Principal amount of the Series by notice to the Company and the Trustee of that Series, may declare the Principal of and accrued interest on all the Securities of such Series to be due and payable. Upon such declaration the Principal and interest shall be due and payable immediately.
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The Holders of a majority in Principal amount of the Series by notice to the Company and the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration.
Section 6.03 Other Remedies.
If an Event of Default occurs with respect to any Series and is continuing, the Trustee may pursue any available remedy to collect the payment of Principal or interest on the Securities of such Series or to enforce the performance of any provision of the Securities of such Series or this Indenture.
The Trustee may maintain a proceeding even if it does not possess any of the Securities of such Series or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.
Section 6.04 Waiver of Past Defaults.
The Holders of a majority in Principal amount of the Securities of any Series by notice to the Trustee may waive an existing Default with respect to that Series and its consequences except:
(1)                                   a Default in the payment of the Principal of or interest on any Security of such Series; or
(2)                                   a Default with respect to a provision that under Section 9.02 cannot be amended without the consent of each Securityholder of such Series affected.
Section 6.05 Control by Majority.
The Holders of a majority in Principal amount of the Securities of any Series may direct the time, method and place of conducting any proceeding for any remedy of any Series available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, is unduly prejudicial to the rights of other Securityholders of such Series, or would involve the Trustee in personal liability or expense for which the Trustee has not received a satisfactory indemnity therefor.
Section 6.06 Limitation on Suits.
 A Securityholder of such Series may pursue a remedy with respect to this Indenture or the Securities with respect to that Series only if:
(1)                                   the Holder gives to the Trustee notice of a continuing Event of Default;
(2)                                   the Holders of at least 25% in Principal amount of the Securities of such Series make a request to the Trustee to pursue the remedy;
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(3)                                   the Trustee either (i) gives to such Holders notice it will not comply with the request, or (ii) does not comply with the request within 30 days after receipt of the request; and
(4)                                   the Holders of a majority in Principal amount of the Securities of such Series do not give the Trustee a direction inconsistent with the request prior to the earlier of the date, if ever, on which the Trustee delivers a notice under Section 6.06(3)(i) or the expiration of the period described in Section 6.06(3)(ii).
A Securityholder of any Series may not use this Indenture to prejudice the rights of another Securityholder of such Series or to obtain a preference or priority over another Securityholder of such Series.
Section 6.07 Rights of Holders To Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder of a Security of any Series to receive payment of Principal and interest on the Security of such Series, on or after the respective due dates expressed in the Security of such Series, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Holder.
Nothing in this Indenture limits or defers the right or ability of Holders to petition for commencement of a case under applicable Bankruptcy Law to the extent consistent with such Bankruptcy Law.
Section 6.08 Priorities.
After an Event of Default of any Series any money or other property distributable in respect of the Company’s obligations under this Indenture shall be paid in the following order:
First: to the Trustee (including any predecessor Trustee) for amounts due under Section 7.07;
Second: to Securityholders for amounts due and unpaid on the Securities of such Series for Principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities of such Series for Principal and interest, respectively; and
Third: to the Company.
The Trustee may fix a record date and payment date for any payment to Securityholders of any Series.
Section 6.09 Undertaking for Costs.
In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may
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require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in Principal amount of the Securities of any Series.
Section 6.10 Proof of Claim.
In the event of any Proceeding, the Trustee may file a claim for the unpaid balance of the Securities of any Series in the form required in the Proceeding and cause the claim to be approved or allowed. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder of any Series any plan of reorganization, arrangement, adjustment, or composition affecting the Securities of any Series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder of any Series in any Proceeding.
Section 6.11 Actions of a Holder.
For the purpose of providing any consent, waiver or instruction to the Company or the Trustee, a “Holder” or “Securityholder” of any Series shall include a Person who provides to the Company or the Trustee, as the case may be, an affidavit of beneficial ownership of a Security of such Series together with a satisfactory indemnity against any loss, liability or expense to such party to the extent that it acts upon such affidavit of beneficial ownership (including any consent, waiver or instructions given by a Person providing such affidavit and indemnity).
ARTICLE 7
Trustee
Section 7.01 Duties of Trustee.
(a)                                   If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of its own affairs.
(b)                                  Except during the continuance of an Event of Default:
(1)                                   The Trustee need perform only those duties that are specifically set forth in this Indenture and no others.
(2)                                   In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.
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However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.
(c)                                   The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1)                                   This paragraph does not limit the effect of paragraph (b) of this Section.
(2)                                   The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.
(3)                                   The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.
(4)                                   The Trustee may refuse to perform any duty or exercise any right or power which would require it to expend its own funds or risk any liability if it shall reasonably believe that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it.
(d)                                  Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(e)                                   The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
Section 7.02 Rights of Trustee.
(a)                                   The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.
(b)                                  Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or an Opinion of Counsel. The Trustee may also consult with counsel on any matter relating to the Indenture or the Securities and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the advice of counsel.
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(c)                                   The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.
(d)                                  The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers.
(e)                                   Except in connection with compliance with TIA § 310 or § 311, the Trustee shall only be charged with knowledge of Trust Officers.
Section 7.03 Individual Rights of Trustee; Disqualification.
The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. However, the Trustee is subject to TIA § 310(b) and § 311.
Section 7.04 Trustee’s Disclaimer.
The Trustee shall have no responsibility for the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement in the Securities other than its authentication.
Section 7.05 Notice of Defaults.
If a continuing Default of any Series is known to the Trustee, the Trustee shall mail to Securityholders of such Series a notice of the Default within 90 days after it occurs. Except in the case of a Default in payment on any Security of any Series, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Securityholders of such Series. The Trustee shall mail to Securityholders of any applicable Series any notice it receives from Securityholder(s) of such Series under Section 6.06, and of any notice the Trustee provides pursuant to Section 6.06(3)(1).
Section 7.06 Reports by Trustee to Holders.
If required pursuant to TIA § 313(a), within 60 days after the reporting date stated in Section 12.09, the Trustee shall mail to Securityholders of any Series a brief report dated as of such reporting date that complies with TIA § 313(a). The Trustee also shall comply with TIA § 313(b)(2).
A copy of each report at the time of its mailing to Securityholders of any Series shall be filed with the SEC and each stock exchange on which the Securities of such Series are listed.
Section 7.07 Compensation and Indemnity.
The Company shall pay to the Trustee from time to time reasonable compensation for its services, including for any Agent capacity in which it acts. The Trustee’s compensation shall not
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be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and out-of-pocket expenses of the Trustee’s agents and counsel.
The Company shall indemnify the Trustee against any loss, liability or expense incurred by it including in any Agent capacity in which it acts. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not unreasonably be withheld.
The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through negligence, wilful misconduct or bad faith.
To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay Principal and interest on particular Securities.
Without prejudice to its rights hereunder, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(4) or (5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.
Section 7.08 Replacement of Trustee.
A resignation or removal of the Trustee with respect to one or more or all Series and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.
The Trustee may resign with respect to one or more or all Series by so notifying the Company. The Holders of a majority in Principal amount of the Securities of any Series may remove the Trustee as to that Series by so notifying the Trustee and the Company. The Company may remove the Trustee with respect to one or more or all Series if:
(1)                                   the Trustee fails to comply with Section 7.10;
(2)                                   the Trustee is adjudged a bankrupt or an insolvent;
(3)                                   a receiver or public officer takes charge of the Trustee or its property; or
(4)                                   the Trustee becomes incapable of acting.
If, as to any Series, the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee for that Series.
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If a successor Trustee for such Series is not appointed and does not take office within 30 days after the retiring Trustee for such Series resigns, the retiring Trustee for such Series may appoint a successor Trustee for such Series at any time prior to the date on which a successor Trustee takes office for such Series. If a successor Trustee for such Series does not take office within 45 days after the retiring Trustee for such Series resigns or is removed, the retiring Trustee for such Series, the Company or, subject to Section 6.09, any Securityholder of such Series may petition any court of competent jurisdiction for the appointment of a successor Trustee for such Series.
If, as to any Series, the Trustee fails to comply with Section 7.10, any Securityholder of such Series may petition any court of competent jurisdiction for the removal of the Trustee for such Series and the appointment of a successor Trustee for such Series. Within one year after a successor Trustee for such Series appointed by the Company or a court pursuant to this Section 7.08 takes office, the Holders of a majority in Principal amount of the Securities for such Series may appoint a successor Trustee for such Series to replace such successor Trustee for such Series.
A successor Trustee as to any Series shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture as to that Series. The successor Trustee as to any Series shall mail a notice of its succession to Securityholders of such Series. The retiring Trustee as to any Series shall promptly transfer all property held by it as Trustee of such Series to the successor Trustee of such Series, subject to the lien provided for in Section 7.07.
Section 7.09 Successor Trustee by Merger, etc.
If the Trustee for any Series consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee of such Series, if such successor corporation is eligible and qualified under Section 7.10.
Section 7.10 Eligibility.
Each Series shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1) and § 310(a)(2). The Trustee for such Series shall always have a combined capital and surplus as stated in Section 12.09.
Section 7.11 Preferential Collection of Claims Against Company.
Upon and so long as the Indenture is qualified under the TIA, the Trustee as to any Series is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee as to any Series who has resigned or been removed is subject to TIA § 311(a) to the extent indicated.
 
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ARTICLE 8
Satisfaction and Discharge
Section 8.01 Satisfaction and Discharge of Indenture.
This Indenture shall cease to be of further effect (except as to any surviving rights of conversion, registration of transfer or exchange of Securities expressly provided for herein), and the Trustee, on demand of and at expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when
(1)                                   either
(A)                               all Securities theretofore authenticated and delivered (other than
(i)                                      Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07 and
(ii)                                   Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 8.04)
have been delivered to the Trustee for cancellation; or
(B)                                 all such Securities not theretofore delivered to the Trustee for cancellation
(i)                                      have become due and payable, or
(ii)                                   will become due and payable at their stated maturity within one year, or
(iii)                                are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,
and the Company in the case of (i), (ii), and (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount of money or U.S. Government Obligations sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for Principal and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the stated maturity or redemption date, as the case may be;
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(2)                                   the Company has paid or caused to be paid all other sums payable hereunder by the Company; and
(3)                                   the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.
Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Holders under Section 4.01, to the Trustee under Section 7.07, and, if money or U.S. Government Obligations shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 8.02 shall survive.
Section 8.02 Application of Trust Funds.
Subject to the provisions of Section 8.04, the Trustee or Paying Agent shall hold in trust, for the benefit of the Holders, all money and U.S. Government Obligations deposited with it (or into which such money and U.S. Government Obligations are reinvested) pursuant to Section 8.01. It shall apply such deposited money and money from U.S. Government Obligations in accordance with this Indenture to the payment of the Principal and interest on the Securities. Money and U.S. Government Obligations so held in trust are subject to the Trustee’s rights under Section 7.07.
Section 8.03 Reinstatement.
If the Trustee or Paying Agent is unable to apply any money or U.S. Obligations in accordance with Section 8.01 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8, until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with Section 8.01; provided, however, that if the Company makes any payment of Principal of or interest on any Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent after payment in full to the Holders.
Section 8.04 Repayment to Company.
The Trustee and Paying Agent shall promptly turn over to the Company upon request any excess money or U.S. Government Obligations held by them at any time. All money or U.S. Government Obligations deposited with the Trustee pursuant to Section 8.01 (and held by it or a Paying Agent) for the payment of Securities subsequently converted shall be  returned to the Company upon request.
The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for payment of Principal or interest that remains unclaimed for two years after the right to such money has matured. After payment to the Company, Securityholders entitled to the
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money shall look to the Company for payment as unsecured general creditors unless an abandoned property law designates another Person.
ARTICLE 9
Amendments
Section 9.01 Without Consent of Holders.
The Company and the Trustee as to any Series may amend this Indenture or the Securities of such Series without the consent of any Securityholder of such Series:
(1)                                   to cure any ambiguity, defect or inconsistency;
(2)                                   to comply with Sections 5.01;
(3)                                   to make any change that does not adversely affect the rights of any Securityholder; or
(4)                                   to establish additional Series as permitted by Section 201 hereof.
Section 9.02 With Consent of Holders.
The Company and the Trustee of such Series may amend this Indenture or the Securities of such Series with the written consent of the Holders of at least a majority in Principal amount of the Securities of such Series. However, without the consent of each Securityholder affected, an amendment under this Section may not:
(1)                                   reduce the amount of Securities whose Holders must consent to an amendment;
(2)                                   reduce the interest on or change the time for payment of interest on any Security;
(3)                                   reduce the Principal of or change the fixed maturity of any Security;
(4)                                   reduce the premium payable upon the redemption of any Security or change the time at which any Security may or shall be redeemed;
(5)                                   make any Security payable in money other than that stated in the Security;
(6)                                   make any change in Section 6.04, 6.07 or 9.02 (second sentence);
(7)                                   make any change that adversely affects the right to convert any Security; or
(8)                                   make any change that adversely affects the preference or priority of the Security.
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An amendment or waiver under this Section that waives, changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular Series, or that modifies the rights of the Holders of Securities of such Series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other Series.
It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.
Section 9.03 Compliance with Trust Indenture Act and Section 12.03.
Every amendment to this Indenture or the Securities shall comply with the TIA as then in effect, so long as the Indenture and Securities are subject to the TIA. The Trustee is entitled to, and the Company shall provide, an Opinion of Counsel and Officers’ Certificate that the Trustee’s execution of any amendment or supplemental indenture is permitted under this Article 9.
Section 9.04 Revocation and Effect of Consents and Waivers.
A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or Waiver as to such Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder of any Series to which the amendment of waiver applies.
The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.
Section 9.05 Notice of Amendment; Notation on or Exchange of Securities.
After any amendment under this Article becomes effective, the Company shall mail to Securityholders of any Series affected a notice briefly describing such amendment. The failure to give such notice to all Securityholders of such Series, or any defect therein, shall not impair or affect the validity of an amendment under this Article.
The Company or the Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series affected thereafter authenticated. The Company may issue
26

in exchange for affected Securities of such Series new Securities of such Series that reflect the amendment or waiver.
Section 9.06 Trustee Protected.
The Trustee need not sign any supplemental indenture that adversely affects its rights.
ARTICLE 10
Conversion
Section 10.01 To be Supplemented.
If a Series is to be convertible into common shares or other securities of the Company, then the Company and the Trustee may enter into a supplemental indenture setting forth the conversion rights of the Holders of such Series.
ARTICLE 11
Subordination
Section 11.01 To be Supplemented.
If a Series is to be subordinated to other debt securities of the Company, then the Company and the Trustee may enter into a supplemental indenture setting forth the provisions governing such subordination.
ARTICLE 12
Miscellaneous
Section 12.01 Notices.
Any notice by one party to the other shall be in writing and sent to the other’s address stated in Section 12.09. The notice is duly given if it is delivered in Person or sent by a national courier service which provides next Business Day delivery or by first-class mail or, with the prior consent of the intended recipient, by facsimile, email, or other form of electronic or physical delivery.
A party by notice to the other party may designate additional or different addresses for subsequent notices.
Any notice sent to a Securityholder shall be mailed by first-class letter mailed to its address shown on the register kept by the Registrar or, with the prior consent of the intended recipient, by facsimile, email, or other form of electronic or physical delivery. Failure to send a notice to a Securityholder or any defect in a notice sent to a Securityholder shall not affect the sufficiency of the notice sent to other Securityholders.
27

If a notice is delivered or sent in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.
If the Company sends a notice to Securityholders of any Series, it shall deliver or mail a copy to the Trustee of such Series and each Agent of such Series at the same time.
A “notice” includes any communication required by this Indenture.
Section 12.02 Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA § 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, and Registrar and anyone else shall have the protection of TIA § 312(c).
Section 12.03 Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:
(1)                                   an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and
(2)                                   an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.
Section 12.04 Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(1)                                   a statement that each Person making such certificate or opinion has read such covenant or condition;
(2)                                   a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(3)                                   a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(4)                                   a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.
 
28

Section 12.05 Rules by Trustee and Agents.
The Trustee with respect to any Series may make reasonable rules for action by or a meeting of Securityholders of such Series. The Agent with respect to any Series may make reasonable rules and set reasonable requirements for its functions.
Section 12.06 Legal Holidays.
A “Legal Holiday” is a Saturday, a Sunday or a day on which banking institutions are not required to be open. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.
Section 12.07 No Recourse Against Others.
A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the indenture or for any claim based on, in respect of, or by reason of such obligations or their creation.
Section 12.08 Duplicate Originals.
The parties may sign any number of copies, and may execute such in counterparts, of this Indenture. One signed copy is enough to prove this Indenture.
Section 12.09 Variable Provisions.
“Officer” means the President, the Chief Financial Officer, any Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Company.
The Company initially appoints the Trustee as Registrar, Paying Agent and Conversion Agent.
The first certificate pursuant to Section 4.03 shall be for the fiscal year ending on December 31 next following the first date any Series is outstanding under this Indenture.
The reporting date for Section 7.06 is May 15 of each year. The first reporting date is May 15 next following the first date any Series is outstanding under this Indenture.
The Trustee shall always have a combined capital and surplus of at least [$____________] as set forth in its most recent published annual report of condition. The Trustee will be deemed to be in compliance with the capital and surplus requirement set forth in the preceding sentence if its obligations are guaranteed by a Person which could otherwise act as Trustee hereunder and which meets such capital and surplus requirement and the Trustee has at least the minimum capital and surplus required by TIA § 310(a)(2).
In determining whether the Trustee has a conflicting interest as defined in TIA § 310(b)(I), the following is excluded: [___________________].
29

The Company’s address is:
LKQ Corporation
120 North LaSalle Street
Suite 3300
Chicago, Illinois 60602
Facsimile No.:  312-621-1950
Attention:  Chief Financial Officer
The Trustee’s address is:
[Trustee’s Name]
[Address]
Facsimile No.:  [_____________]
Attention:  [_________________]
Section 12.10 Governing Law.
The laws of the State of  New York without regard to principles of conflicts of law shall govern this Indenture and the Securities.
Dated:                                                                                                    LKQ Corporation
                                                                                       By: ________________________________
                                                                                              Name:
                                                                                                       Title:
Attest:
_______________________________
Name:
Title:
Dated:                                                                                                    [___________________________], Trustee
                                                                                       By: ________________________________
                                                                                              Name:
                                                                                                       Title:
Attest:
_______________________________
Name:
Title:
 
30

 

Exhibit 5.1
May 8, 2006
LKQ Corporation
120 North LaSalle Street
Suite 3300
Chicago, IL 60602
Re:  Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as securities counsel to LKQ Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of a registration statement on Form S-3, as filed by the Company with the Commission on or about May 8, 2006, as amended from time to time (the “Registration Statement”), relating to the registration of an indeterminate number or amount of (a) common stock, $.01 par value per share (the “Common Shares”); (b) debt securities of the Company (the “Debt Securities”); and (c) warrants (the “Warrants”) to purchase Common Stock of the Company (collectively, the “Company Securities”), which Company Securities may be offered or sold from time to time in the future in accordance with Rule 415 of Regulation C under the Act.
For the purpose of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of only the following documents:  (a) Certificate of Incorporation and all Certificates of Amendment of the Company filed with the Secretary of State of the State of Delaware through the date of this opinion (collectively, the “Certificate of Incorporation”), (b) the bylaws of the Company, as amended, (c) pertinent resolutions of the Board of Directors and committees thereof of the Company, (d) a certificate or certificates of the Secretary of State of the State of Delaware, (e) certificates or letters of the Company and others, and (f) such other documents as we have deemed necessary as a basis for the opinions set forth herein. As to questions of fact material to this opinion, we have relied, to the extent we deemed such reliance appropriate, without investigation, on the documents referred to above.
In connection with this opinion, we have assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) all signatures on all documents examined by us are genuine; (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents; (iv) each natural person signing any document reviewed by us had the legal capacity to do so; (v) each person signing in a representative capacity any document reviewed by us had authority to sign in such capacity; (vi) the Registration Statement, and any amendments thereto (including any post-effective amendments), relating to the Company Securities will have become effective under the Act, and no order suspending the effectiveness of the Registration Statement has been issued and no

LKQ Corporation
May 8, 2006
Page 2
proceedings for that purpose are pending before or contemplated by the Commission; (vii) the Company Securities have been or will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement; (viii) a definitive purchase, underwriting, or similar agreement with respect to the Company Securities has been or will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; (ix) a prospectus supplement will, if required, have been prepared and filed with the Commission describing the Company Securities offered thereby; and (x) the number of Common Shares issued under the Registration Statement shall be less than the number of authorized shares of common stock of the Company, less the number of such authorized shares outstanding or otherwise reserved for issuance.
Based upon the foregoing, we are of the opinion that:
1.             When (i) the Board of Directors of the Company or, to the extent permitted by the General Corporation Law of the State of Delaware, as amended, a duly constituted and acting committee thereof (such Board of Directors or committee being referred to herein as the “Board”) has taken all necessary corporate action to approve each issuance of and the terms of each offering of the Common Shares and related matters; (ii) the terms of the issuance and sale of the Common Shares have been established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, including the Certificate of Incorporation, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; and (iii) the Common Shares have been duly executed, authenticated, issued and delivered in accordance with the applicable purchase, underwriting, or similar agreement approved by the Board upon payment of the consideration therefor in accordance with such agreement, the Common Shares will, upon such issuance, constitute legally issued, fully paid, and nonassessable shares of common stock, $.01 par value, of the Company.
2.             When (i) the Board has taken all necessary corporate action to approve the creation of and the issuance and terms of the Warrants, the terms of the offering thereof and related matters so as not to violate any applicable law or result in a default or breach of any agreement or instrument binding upon the Company, including the Certificate of Incorporation, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; (ii) the warrant agreement relating to the Warrants has been duly authorized and validly executed and delivered by the Company and the warrant agent appointed by the Company; and (iii) the Warrants or certificates representing the Warrants have been duly executed, countersigned, registered and delivered in accordance with the applicable warrant agreement upon payment of the consideration therefor in accordance with such warrant agreement therein, the Warrants will be duly authorized and validly issued.
3.             When (i) the Board has taken all necessary corporate action to approve the creation of and the issuance and terms of the Debt Securities, the terms of the offering thereof and related matters so as not to violate any applicable law or result in a default or breach of any agreement or instrument binding upon the Company, including the Certificate of Incorporation, and so as to comply with any requirement or restriction imposed by any court or governmental

LKQ Corporation
May 8, 2006
Page 3
body having jurisdiction over the Company; (ii) the indenture relating to the Debt Securities has been duly authorized and validly executed and delivered by the Company; and (iii) the Debt Securities or certificates representing the Debt Securities have been duly executed, countersigned, registered and delivered in accordance with the applicable indenture upon payment of the consideration therefor in accordance with such indenture therein, the Debt Securities will be duly authorized and validly issued.
The opinion and other matters in this letter are qualified in their entirety by, and subject to, the following:
i.              We express no opinion as to the laws of any jurisdiction other than the Included Laws. For purposes of this opinion, the term “Included Laws” means the Laws of the State of Delaware that are, in our experience, normally applicable to the matters covered by our opinion, including the General Corporation Law of the State of Delaware, any applicable provisions of the Constitution of the State of Delaware, and applicable judicial decisions. We do not express any opinions as to any other laws or the laws of any other jurisdiction.
ii.             The foregoing opinion is qualified to the extent that the enforceability of any document, instrument or security may be limited by or subject to bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, and general equitable or public policy principles.
iii.            This letter and the matters addressed herein are as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or entity, including governmental authorities (each such person or entity being a “Person”), or any other circumstance. This opinion letter is limited to the matters expressly stated herein and no opinions are to be inferred or may be implied beyond the opinions expressly set forth herein.
We consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the references made to our firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act. Without our prior consent, this letter may not be quoted in whole or in part or otherwise referred to in any other document and may not be otherwise furnished or disclosed to or used by any other Person.
Very truly yours,
/s/ BELL, BOYD & LLOYD LLC

  

Exhibit 12
LKQ CORPORATION AND SUBSIDIARIES
Computation of Ratio of Earnings to Fixed Charges
 (In Thousands, Except Ratios)
(Unaudited)

 	 	Year Ended December 31,	 	
 	 	2001	 	2002	 	2003	 	2004	 	2005	 	
Income before provision for income taxes and cumulative effect of change in accounting principle	 	$	8,169	 	$	18,268	 	$	24,153	 	$	33,857	 	$	51,683	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Fixed charges deducted from income:	 	 	 	 	 	 	 	 	 	 	 	
Interest expense	 	5,004	 	2,913	 	2,074	 	1,551	 	2,228	 	
Stockholder loan guarantee fee	 	241	 	160	 	—	 	—	 	—	 	
Implicit interest in rents	 	2,642	 	2,750	 	2,841	 	3,332	 	4,449	 	
 	 	 	 	 	 	 	 	 	 	 	 	
 	 	7,887	 	5,823	 	4,915	 	4,883	 	6,677	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Earnings available for fixed charges	 	$	16,056	 	$	24,091	 	$	29,068	 	$	38,740	 	$	58,360	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense	 	$	5,004	 	$	2,913	 	$	2,074	 	$	1,551	 	$	2,228	 	
Stockholder loan guarantee fee	 	241	 	160	 	—	 	—	 	—	 	
Implicit interest in rents	 	2,642	 	2,750	 	2,841	 	3,332	 	4,449	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Total fixed charges	 	$	7,887	 	$	5,823	 	$	4,915	 	$	4,883	 	$	6,677	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Ratio of earnings to fixed charges	 	2.0	 	4.1	 	5.9	 	7.9	 	8.7	 	

 

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated March 8, 2006, relating to the financial statements and financial statement schedule of LKQ Corporation and subsidiaries and management’s report on the effectiveness of internal control over financial reporting, appearing in the Annual Report on Form 10-K of LKQ Corporation and subsidiaries for the year ended December 31, 2005 and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
May 8, 2006