EXHIBIT 10.2
AMENDMENT
TO
VOTING AGREEMENT
This Amendment is made as of the 20th day of May, 2003 by and among
AutoNation, Inc. ("AN"), the Xxxxx Group, Xxxx X. Xxxxxxxx ("Xxxxxxxx"), and PMM
LKQ Investment Limited Partnership and PMM LKQ Investment Limited Partnership II
(collectively, "PMM").
RECITALS
The parties hereto (AN as successor in interest of Republic Industries,
Inc. and PMM as the investment vehicle of Xxxx X. Xxxxxxxx) are parties to the
Voting Agreement dated as of June 19, 1998 (a copy of which is attached hereto
as Exhibit A) (the "Voting Agreement"). The parties desire to amend the Voting
Agreement on the terms and subject to the conditions set forth herein. Each
capitalized term used herein and not otherwise defined shall have the same
meaning as in the Stockholders Agreement.
COVENANTS
1. The second sentence of Section 1 of the Voting Agreement shall be
amended to read as follows: As long as any of RII, the Xxxxx Group, Xxxxxxxx or
PMM (or its or his Affiliates) beneficially owns any capital stock of the
Company (a "Stockholder"), each party hereto agrees to vote all of its shares of
capital stock of the Company in favor of the election of one designee of each
Stockholder to the Board of Directors of the Company.
2. All other terms and conditions shall remain unchanged and in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused this Agreement to be executed as of the day and year first above written.
AUTONATION, INC.
By: /s/ Xxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, on behalf of himself and on
behalf of each member of the Xxxxx Group
/s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, on behalf of PMM
