Change of Control Agreement June 1, 2016Change of Control Agreement • February 27th, 2017 • LKQ Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
LKQ Corporation, a Delaware corporation (the “Company”), considers it essential to the best interests of its stockholders to take reasonable steps to retain key management personnel. Further, the Board of Directors of the Company (the “Board”) recognizes that the uncertainty and questions that might arise among management in the context of any possible Change of Control (as defined below) of the Company could result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 27th, 2017 • LKQ Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of the 13th day of January 2017 (the “Grant Date”) by and between LKQ Corporation, a Delaware corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (the “Key Person”).
RHINO EQUITY CO. LIMITED andTHE SENIOR MANAGEMENT SELLERSand LKQ ITALIA S.R.L.andLKQ CORPORATIONAgreement for the Sale and Purchase of the Rhiag Group made by way of Deed22 December 2015Agreement for the Sale and Purchase of the Rhiag Group • February 27th, 2017 • LKQ Corp • Wholesale-motor vehicles & motor vehicle parts & supplies
This agreement (the “Agreement”) is made by way of deed on 22 December 2015 between Rhino Equity Co. Limited, a private limited company incorporated in England and Wales with registered number 8740104 and having its registered office at 33 Jermyn Street, London, SW1Y 6DN (the “Institutional Seller”); the persons whose names and addresses are set out in Schedule 1 (each a “Senior Management Seller” and together the “Senior Management Sellers” and together with the Institutional Seller, the “Sellers” and each one a “Seller”); and LKQ Italia S.r.l., a company incorporated in Italy by deed of incorporation dated 21 December 2015 acting by Robert Wagman, its director (the “Buyer”); and LKQ Corporation (the “Guarantor”), a company incorporated in the State of Delaware and having its principal office at 500 West Madison Street, Suite 2800, Chicago IL 60661, USA.
AMENDMENT NO. 2 to RECEIVABLES PURCHASE AGREEMENT Dated as of November 29, 2016Receivables Purchase Agreement • February 27th, 2017 • LKQ Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
THIS AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) is entered into as of November 28, 2016 by and among LKQ Receivables Finance Company, LLC, a Delaware limited liability company (the “Seller”), LKQ Corporation, a Delaware corporation (the “Servicer”), the conduits party hereto (the “Conduits”), the financial institutions party hereto (together with the Conduits, the “Purchasers”), the managing agents party hereto (the “Managing Agents”) and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent (the “Administrative Agent”) for the Purchasers under the RPA (as defined below).
SHARE SALE AND PURCHASE AGREEMENTShare Sale and Purchase Agreement • February 27th, 2017 • LKQ Corp • Wholesale-motor vehicles & motor vehicle parts & supplies
STOCK AND ASSET PURCHASE AGREEMENT BY AND AMONG VITRO AUTOMOTIVE GLASS LLC, VIMEXICO, S.A. DE C.V., as Buyers, LKQ PGW Holdings, LLC, PITTSBURGH GLASS WORKS, LLC, KPGW EUROPEAN HOLDCO, LLC, PITTSBURGH GLASS WORKS, ULC, as Sellers, PGW HOLDINGS, LLC,...Stock and Asset Purchase Agreement • February 27th, 2017 • LKQ Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
AMENDMENT NO. 1 Dated as of December 14, 2016 to FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 25, 2011, as amended and restated as of September 30, 2011, as further amended and restated as of May 3, 2013, as further amended and...Credit Agreement • February 27th, 2017 • LKQ Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of December 14, 2016 by and among LKQ Corporation, a Delaware corporation (the “Company”), LKQ Delaware LLP, a Delaware limited liability partnership (the “Canadian Primary Borrower”), LKQ Euro Limited, a company organized under the laws of England and Wales (“LKQ Euro Limited”), LKQ Netherlands B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of The Netherlands (“LKQ Netherlands”), Atracco Group AB, a private limited liability company organized under the laws of the Sweden (“Atracco”), LKQ UK Finance 1 LLP, a limited liability partnership formed under the laws of England and Wales (“LKQ UK Finance 1”), LKQ UK Finance 2 LLP, a limited liability partnership formed under the laws of England and Wales (“LKQ UK Finance 2” and, together with LKQ UK Finance 1, the “Departing UK Borrowers”), the financial institutions listed on the signature pages hereof and Wells Fargo Bank, National Association, as Admin
ContractSupplemental Indenture • February 27th, 2017 • LKQ Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 9, 2016, among the parties identified in the signature page of this Supplemental Indenture as a Guaranteeing Subsidiary (each a "Guaranteeing Subsidiary") each of which is a direct or indirect subsidiary of LKQ Corporation (or its permitted successor), a Delaware corporation (the “Issuer”), the Issuer, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
