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EXHIBIT 10.3
STOCKHOLDERS AGREEMENT
This Stockholders Agreement (this "Agreement") is made as of the 19th day
of June, 1998, by and among LKQ Corporation, a Delaware corporation (the
"Company"), and the parties identified as the Stockholders on the signature page
of this Agreement (the "Stockholders").
RECITALS
Each of the Stockholders owns shares of common stock, par value $.01 per
share ("Common Stock"), of the Company. The Company and the Stockholders desire
to promote their mutual interests by providing for certain restrictions with
respect to transferring shares of Common Stock and other corporate matters, all
as hereinafter set forth.
COVENANTS
1. DEFINITIONS. As used in this Agreement, the following terms shall have
the following meanings:
(a) "Affiliate" shall mean, with respect to any specified Person, any
Person that, directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, the Person
specified.
(b) "Co-Sale Pro Rata Share" shall mean the ratio that (i) the sum of the
number of shares of Common Stock then held by a Stockholder bears to (ii) the
sum of the total number of shares of Common Stock then held by all Stockholders.
(c) "Electing Purchaser" shall mean each Stockholder that agrees to
purchase Shares from a Transferring Stockholder pursuant to Section 3.
(d) "Flynn Group" shall mean Donald F. Flynn and any Member of the
Immediate Family of Donald F. Flynn and any Affiliate of any such Persons. For
purposes of calculating the percentage of Capital Stock owned by each
Stockholder under this Agreement, all members of the Flynn Group shall be deemed
to be one Stockholder.
(e) "Member of the Immediate Family" shall mean, with respect to any
individual, each spouse, parent, brother, sister, or child of such individual,
each spouse of any such person, each child of any of the aforementioned persons,
each trust or partnership created solely for the benefit of one or more of the
aforementioned persons and each custodian or guardian of any property of one or
more of the aforementioned persons in his capacity as such custodian or
guardian.
(f) "New Securities" shall mean any Common Stock or other class of stock
of the Company with voting rights (collectively, the "Capital Stock"), whether
now authorized or not, and rights, options, or warrants to purchase the Capital
Stock, and securities of any type whatsoever that are, or may become,
convertible into the Capital Stock; provided, however, that "New Securities"
does not include (i) securities offered to the public pursuant to a registration
statement filed under the Securities Act of 1933 pursuant to approval of the
Board of Directors of the Company; (ii) securities issued pursuant to the
acquisition of another corporation or entity by the Company by
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merger, purchase of substantially all of the assets or other reorganization;
(iii) shares of Capital Stock (or related options) issued to employees,
officers, directors or consultants of the Company pursuant to any employee stock
offering, plan or arrangement approved by the Board of Directors; (iv) shares of
Capital Stock issued in connection with any stock split, stock dividend or
recapitalization by the Company; (v) securities issued pursuant to and in
consideration of the acquisition of a license or other rights, assets or
technology from third parties or by third parties from the Company (provided
that such issuances are primarily for other than equity financing purposes), or
in connection with any lease financings relating to the Company assets, on the
condition that such issuance and acquisition is approved by the incumbent Board
of Directors; or (vi) securities offered to a Person in connection with a
strategic business relationship, as approved by the Board of Directors of the
Company.
(g) "Person" shall mean any individual, partnership, corporation, limited
liability company, association, trust, joint venture, unincorporated
organization or entity, or any government, governmental department or agency or
political agency or political subdivision thereof.
(h) "Pre-Emptive Pro Rata Share" shall mean the ratio that (i) the sum of
the number of shares of Common Stock then held by a Stockholder bears to (ii)
the sum of the total number of issued and outstanding shares of Common Stock.
(i) "Shares" shall mean all shares of Common Stock or any other Capital
Stock beneficially owned by the Stockholders at the time of execution of this
Agreement or thereafter acquired by the Stockholders.
(j) "Stockholder's Pro Rata Share" shall mean the ratio that (i) the sum
of the number of shares of Common Stock then held by the Stockholder bears to
(ii) the sum of the total number of shares of Common Stock then held by all
Stockholders (other than the Transferring Stockholder).
(k) "Transfer" shall mean any transfer or assignment, voluntarily or
involuntarily, by operation of law or otherwise, to any Person, including a
sale, gift, pledge, encumbrance, hypothecation, mortgage, exchange or other form
of disposition.
2. RESTRICTIONS ON TRANSFER. Each Stockholder agrees that it will not
Transfer any interest in any or all of its Shares, except as expressly permitted
by this Agreement. No Transfer or purported Transfer of Shares in contravention
of this Agreement shall be effective for any purpose or confer upon any
transferee or purported transferee any rights whatsoever. Notwithstanding the
foregoing, a Transfer shall not be prohibited or restricted and shall not
require compliance with Section 3 or 4 of this Agreement if made to a Member of
the Immediate Family of such Stockholder or, if such Stockholder is not a
natural person, then to an Affiliate of such Stockholder (each such person being
herein called a "Permitted Transferee"); provided, however, that in the event of
any such Transfer, the Permitted Transferee shall take such transferred Shares
subject to the provisions of this Agreement.
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3. RIGHT OF FIRST REFUSAL.
(a) In the event that a Stockholder (a "Transferring Stockholder")
proposes to Transfer any Shares pursuant to a bona fide offer from a third party
which is not an Affiliate of the Transferring Stockholder, the Transferring
Stockholder shall give the Company written notice of the price, terms and
conditions of the proposed sale. The Company shall have ten days from the date
of receipt of any such notice to agree to purchase up to all of such securities,
for the price and upon the terms and conditions specified in the notice, by
giving written notice to the Transferring Stockholder stating therein the
quantity of securities to be purchased up to all of such securities.
(b) In the event that the Company determines not to purchase all of the
Shares that the Transferring Stockholder proposes to transfer within the ten day
period specified in subsection (a), the Transferring Stockholder shall then give
each other Stockholder written notice of the price, terms and conditions of the
proposed sale (which shall be the same price, terms and conditions specified in
the notice to the Company pursuant to subsection (a)). Each such other
Stockholder shall have ten days from the date of receipt of any such notice to
agree to purchase up to the Stockholder's Pro Rata Share of such securities, for
the price and upon the terms and conditions specified in the notice, by giving
written notice to the Transferring Stockholder stating therein the quantity of
securities to be purchased up to such Stockholder's Pro Rata Share. If a
Stockholder desires to purchase more than such Stockholder's Pro Rata Share, the
Stockholder's notice shall so indicate. If less than all of the Shares that the
Transferring Stockholder proposes to Transfer (other than Shares the Company
agreed to purchase) have been subscribed for by the Electing Purchasers, the
remaining available Shares shall be allocated among any over-subscribing
Electing Purchasers pro rata according to the number of Shares then held by each
such over-subscribing Electing Purchaser divided by the sum of the total number
of Shares then held by all over-subscribing Electing Purchasers.
(c) Subject to the provisions of Section 4, in the event the Stockholders
fail to exercise their right of first refusal with respect to all of the Shares
within the time period specified in subsection (b), the Transferring Stockholder
shall have 60 days thereafter to sell the Shares not elected to be purchased at
a price and upon terms and conditions no more favorable to the purchasers of
such securities than specified in the notice to the Company pursuant to
subsection (a). In the event the Transferring Stockholder has not sold such
Shares within the 60 day period, the Transferring Stockholder shall not
thereafter sell any of its Shares without first complying again with this
Section 3.
4. CO-SALE RIGHTS.
(a) A Stockholder shall not Transfer any of its Shares (other than Shares
which have been elected to be purchased by the Company or the other Stockholders
pursuant to Section 3) until each of the other Stockholders shall have been
given the opportunity, exercisable within ten days from the date of the notice
to them as specified in Section 3, to sell to the proposed transferee or
transferees, upon the same terms and conditions offered to the Transferring
Stockholder, its Co-Sale Pro Rata Share of the shares proposed to be sold. The
Stockholders participating in any such sale shall each pay a pro rata share of
the reasonable expenses incurred by the Transferring Stockholder in connection
therewith. To the extent one or more of the other Stockholders exercise such
right of participation in accordance with the terms and conditions set forth
below, the number of shares of Common Stock which the Transferring Stockholder
may sell pursuant to Section 3 shall be
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correspondingly reduced. Stockholders who fail to notify the Transferring
Stockholder within ten days after the notice given pursuant to Section 3 shall
be deemed to have waived their rights under this Section 4. Any Transfer made
pursuant to this Section 4 shall be consummated within 60 days of the date of
the notice given pursuant to Section 3 and shall be conditioned upon the
agreement of the Transferring Stockholder or proposed transferee or transferees
that such Transferring Stockholder or proposed transferee or transferees will
purchase each Stockholder's Co-Sale Pro Rata Share of the Shares proposed to be
sold. The right of participation of each of the Stockholders (other than the
Transferring Stockholder) shall be subject to delivery by a participating
Stockholder to the Transferring Stockholder of one or more certificates,
properly endorsed for transfer, which represent the number of Shares which the
Stockholder elects to sell pursuant to this Section 4.
(b) The stock certificates which the other Stockholders deliver to the
Transferring Stockholder pursuant to subsection (a) shall be transferred by the
Transferring Stockholder to the proposed transferee or transferees in
consummation of the sale of the Shares pursuant to the terms and conditions
specified in the Section 3 notice to the Stockholders, and the Transferring
Stockholder shall promptly thereafter remit to each Stockholder that portion of
the sale proceeds to which the Stockholder is entitled by reason of its
participation in such sale.
(c) The exercise or nonexercise of the rights of the Stockholders
hereunder to participate in one or more sales of Shares made by a Transferring
Stockholder shall not adversely affect their rights to participate in subsequent
sales of Shares by a Transferring Stockholder.
5. EXCEPTIONS. The restrictions set forth in Sections 3 and 4 shall not
pertain or apply to (i) with respect to Section 4 only, ten percent of the
Shares held by the Transferring Stockholder as of the date of such Stockholder's
execution of this Agreement, (ii) any pledge of Common Stock made by the
Transferring Stockholder which creates a mere security interest, provided the
pledgee shall furnish the Company with a written agreement to be bound by and
comply with all provisions of this Agreement applicable to the Transferring
Stockholder, (iii) any transfer in connection with a merger, consolidation,
reorganization or any other similar corporate transaction involving the Company,
which transaction is approved by the Board of Directors of the Company, and (iv)
any transfer in connection with an underwritten public offering of the Common
Stock registered under the Securities Act of 1933.
6. PRE-EMPTIVE RIGHTS.
(a) The Company hereby grants to each of the Stockholders the right of
first refusal to purchase such Stockholder's Pre-Emptive Pro-Rata Share of any
New Securities that the Company may, from time to time, propose to sell and
issue. In the event that the Company proposes to undertake an issuance of New
Securities, it shall give each Stockholder written notice of its intention,
describing the type of New Securities, the price and the general terms upon
which the Company proposes to issue the same. Each Stockholder shall have 15
days from the effective date of any such notice to agree to purchase up to its
Pre-Emptive Pro Rata Share of such New Securities for the price and upon the
general terms specified in the notice by delivering written notice to the
Company and stating therein the quantity of New Securities to be purchased. If a
Stockholder desires to purchase more than its Pre-Emptive Pro Rata Share of such
New Securities, it shall so indicate in the notice. If less than all of the New
Securities are subscribed for by the Stockholders,
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the remaining available New Securities shall be allocated among any
over-subscribing Stockholders pro rata according to the number of Shares then
held by each such Stockholder divided by the sum of the total number of Shares
then held by all over-subscribing Stockholders.
(b) In the event that the Stockholders fail to exercise in full the right
of first refusal within said 15 day period, the Company shall have 90 days
thereafter to sell the New Securities with respect to which the Stockholders'
rights were not exercised, at a price and upon general terms no more favorable
to the purchasers thereof than specified in the Company's notice. In the event
the Company has not sold the New Securities within such 90 day period, the
Company shall not thereafter issue or sell any New Securities without first
offering such securities to the Stockholders in the manner provided in this
Section 6.
7. FINANCIAL INFORMATION. The Company will furnish the following reports
to each of the Stockholders for so long as such Stockholder beneficially owns at
least 5% of the issued and outstanding shares of Capital Stock:
(a) As soon as practicable after the end of each fiscal year, a
consolidated balance sheet of the Company and its subsidiaries, if any, as of
the end of such fiscal year, and a consolidated statement of income and
consolidated statement of changes in financial position of the Company and its
subsidiaries, if any, for such year, prepared in accordance with generally
accepted accounting principles, audited and certified by independent public
accountants of nationally recognized standing selected by the Company, and
setting forth in each case in comparative form the figures for the previous
fiscal year, all in reasonable detail.
(b) As soon as practicable after the end of the first, second and third
quarterly accounting periods in each fiscal year of the Company (commencing with
the third quarter of 1998), a consolidated balance sheet of the Company and its
subsidiaries, if any, as of the end of each such quarterly period, and a
consolidated statement of income and consolidated statement of changes in
financial condition of the Company and its subsidiaries for such period, and for
the current fiscal year to date, prepared in accordance with generally accepted
accounting principles, all in reasonable detail and signed, subject to changes
resulting from year-end audit adjustments, by the principal financial or
accounting officer of the Company.
8. LEGEND ON CERTIFICATES. All certificates evidencing shares of Common
Stock now or hereinafter issued to the Stockholders will bear legends
substantially as follows:
The shares represented by this certificate and any transfer thereof,
whether voluntary or by operation of law, are subject to a
Stockholders Agreement dated as of June 19, 1998, between LKQ
Corporation and its stockholders, a copy of which is on file with the
Secretary of LKQ Corporation. Any transfer hereof in conflict
therewith, or in derogation thereof, is void and of no legal force and
effect or validity whatsoever.
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The shares represented by this certificate were issued in reliance on
exemptions from the registration requirements of the Securities Act of
1933 (the "Act"), and may not be sold, assigned, pledged, or otherwise
transferred in the absence of an effective registration under the Act
covering the transfer, or an opinion of counsel, satisfactory to the
Company, that registration under the Act is not required.
9. VOTING AGREEMENTS. (a) Each Stockholder shall vote all Capital Stock
held by such Stockholder, execute and deliver such further documents and take
such further action, all as shall be necessary to carry out the purposes and
intent of this Agreement.
(b) Each Stockholder shall vote the Capital Stock owned by such
Stockholder in favor of an amendment to the bylaws of the Company only if each
Stockholder which beneficially owns Capital Stock of the Company having at least
15% of the voting power of the Company votes in favor of such amendment.
(c) Each Stockholder represents that it is not a party to and agrees
that it shall not become a party to any voting agreement as described in Section
218(c) of the Delaware General Corporation Law, except as otherwise set forth in
this Agreement and the Voting Agreement dated as of June 19, 1998 by and among
Republic Industries, Inc., Donald F. Flynn and his family members and their
affiliates, Dean L. Buntrock and Paul M. Montrone.
10. POOLING TRANSACTIONS. Each Stockholder agrees that it will vote all of
its Shares in favor of a transaction involving the sale of the Company intended
to qualify as a pooling-of-interests transaction (whether in the form of a
merger, consolidation or similar corporate transaction, a stock-for-stock
transaction, or a sale of all or substantially all of the assets of the Company)
if (a) more than 80% of the outstanding shares of Capital Stock of the Company
are voted in favor of such transaction, and (b) each Stockholder which
beneficially owns Capital Stock of the Company having at least 15% of the voting
power of the Company votes in favor of such transaction.
11. TERM OF THIS AGREEMENT. This Agreement shall continue in full force
and effect until (a) terminated by the consent of the Stockholders beneficially
owning at least a majority of the Shares (which must include the consent of each
Stockholder which beneficially owns Capital Stock of the Company having at least
15% of the voting power of the Company); (b) any one Stockholder acquires all of
the Shares; or (c) the closing of the initial public offering of the Capital
Stock of the Company.
12. THIS AGREEMENT GOVERNS. In the event of any inconsistency between this
Agreement and any of the bylaws or resolutions of the board of directors or the
stockholders of the Company whether now existing or hereafter adopted, this
Agreement shall prevail and govern in the matter, and each of the Stockholders
hereby agrees that it will not, whether as a stockholder, director or officer,
cause the Company to take any action inconsistent with this Agreement. No shares
of Capital Stock will be transferred on the books of the Company, nor will any
Transfer be effective, nor shall any additional shares or any rights or options
to acquire any shares be valid or effective, unless and until such action is in
compliance with all of the terms and conditions of this Agreement.
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13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
inure to the benefit of the respective parties hereto, and to the extent
permitted hereby, their respective successors, personal representatives,
spouses, legatees, heirs and assigns, but the foregoing does not imply, nor is
it intended to modify the obligations of the parties hereto with respect to
transferring or acquiring shares of Capital Stock or any interest therein,
except in accordance with the terms of this Agreement.
14. ASSURANCES. The Stockholders, by the signing hereof, hereby agree to
execute and deliver such other documents and agreements, including but not
limited to assignments, bills of sale, stock powers, or resolutions, as may be
reasonably necessary, desirable or convenient in order to effectuate the
purposes of this Agreement.
15. HEADINGS. All section headings and paragraph titles or captions
contained in this Agreement are for convenience of reference only and shall not
be deemed to modify, describe, limit, extend or define the terms hereof, or the
scope of this Agreement, nor are they relevant to the intent of any provision
hereof.
16. PRONOUNS. All pronouns and any variations thereof shall be deemed to
refer to the neutral, masculine, feminine, singular and plural as the identity
of that person referred to requires.
17. NOTICE. All notices, requests, demands, consents and other
communications required or permitted to be given pursuant to this Agreement
shall be in writing and delivered by hand, by overnight courier delivery service
or by certified mail, return receipt requested, postage prepaid. Notices shall
be deemed given when actually received, which shall be deemed to be not later
than the next business day if sent by overnight courier or after five business
days if sent by mail. Notice to Stockholders shall be made to the address listed
on the stock transfer records of the Company. Any notice to a party to this
Agreement may include a provision stating that failure to respond to the notice
within ten business days of receipt thereof (or such longer period of time as
otherwise provided in this Agreement with respect to a specified notice) shall
be deemed to be the consent of such party to the matter set forth in such
notice, and all other parties to this Agreement shall be entitled to rely and
act on such consent.
18. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
19. VALIDITY. If any provision in this Agreement shall be held to be
invalid, illegal or unenforceable in any respect, such invalid, illegal or
unenforceable provision shall not affect any other provision hereof, and this
Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.
20. AMENDMENTS. It is mutually understood and agreed that this Agreement
sets forth the entire agreement and understanding between the parties hereto
with respect to the subject matter hereof, and that this Agreement supersedes
all prior agreements and understandings among the parties hereto and shall not
be supplemented, modified or amended except by a written instrument, dated
subsequent to the date hereof, signed by (a) a duly authorized officer of the
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Company; and (b) Stockholders beneficially owning at least a majority of the
Shares (which concurrence must include each Stockholder which beneficially owns
Capital Stock having at least 15% of the voting power of the Company).
21. REMEDIES. The parties hereto acknowledge the Capital Stock is a unique
chattel and possesses a special, unique and extraordinary character, which would
make it difficult to assess the monetary damage which any party hereto would
sustain in the event of a breach of this Agreement. The parties hereto expressly
recognize and agree that irreparable injury would be caused to any party to this
Agreement by a breach of any of the terms or conditions of this Agreement, and
therefore agree that the equitable remedies of specific performance or
preliminary or injunctive relief would be appropriate in the event of a breach
of this Agreement, provided that such remedies shall not be exclusive of other
remedies available.
22. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware (without regard to the
conflict laws thereof).
* * *
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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.
STOCKHOLDERS:
LKQ CORPORATION
/s/Dean L. Buntrock By: /s/Thomas B. Raterman
- --------------------------- ------------------------------------------
Dean L. Buntrock Name: Thomas B. Raterman
Title: Senior V.P. & Chief Financial Officer
/s/John J. Cull
- ------------------------------------
John J. Cull
W.F. DOOLEY TRUST U/A DATED MAY 1, 1973
F/B/O W.F. DOOLEY
/s/W.F. Dooley, Trustee
- ------------------------------------
Name: W.F. Dooley
Title: Trustee
/s/Edwin Falkman
- ------------------------------------
Edwin Falkman
BRIAN J. FLYNN JUNE, 1992
NON-EXEMPT TRUST
By: /s/Brian J. Flynn
----------------------------------------
Name: Brian J. Flynn
Title: Trustee
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DONALD F. FLYNN 1993 TRUST
By: /s/Donald F. Flynn
--------------------------------
Name: Donald F. Flynn
Title: Trustee
FLYNN 1998 GRANDCHILDREN'S TRUST
By: /s/Kevin F. Flynn
--------------------------------
Name: Kevin F. Flynn
Title: Co-Trustee
By: /s/Brian J. Flynn
----------------------------------------
Name: Brian J. Flynn
Title: Co-Trustee
FLYNN 1995 REVOCABLE TRUST
By: /s/Robert W. Flynn
--------------------------------
Name: Robert W. Flynn
Title: Trustee
KEVIN F. FLYNN JUNE, 1992
NON-EXEMPT TRUST
By: /s/Kevin F. Flynn
--------------------------------
Name: Kevin F. Flynn
Title: Trustee
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MICHAEL R. FLYNN 1994 EXEMPT TRUST
By: /s/Michael R. Flynn
--------------------------------
Name: Michael R. Flynn
Title: Co-Trustee
PATRICK F. FLYNN 1994 EXEMPT TRUST
By: /s/Patrick F. Flynn
--------------------------------
Name: Patrick F. Flynn
Title: Trustee
/s/Jeffrey Klein
- ------------------------------------
Jeffrey Klein
/s/John T. McCarthy
- ------------------------------------
John T. McCarthy
/s/Paul M. Meister
- ------------------------------------
Name: Paul M. Meister
Title: Vice President & Treasurer
/s/Mark Pytosh
- ------------------------------------
Mark Pytosh
QRP INVESTMENT COMPANY, LLC
By: /s/Donald F. Flynn
--------------------------------
Name: Donald F. Flynn
Title: As sole stockholder of Flynn Enterprises, Inc.,
sole manager of Subscriber
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REPUBLIC INDUSTRIES, INC.
By: /s/Thomas W. Hawkins
--------------------------------
Name: Thomas W. Hawkins
Title: Senior Vice President of Corporate Development
/s/Gerald E. Seegers
- -------------------------------------
Gerald E. Seegers
/s/Rodger Welker
- -------------------------------------
Rodger Welker
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ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. The entities set forth below under
STOCKHOLDERS (hereinafter, the "Stockholders") are parties to a transaction
pursuant to which the Stockholders will become owners of shares of common stock
of the Company. The addition of the Stockholders as parties to the Stockholders
Agreement is a condition to the obligations of the Stockholders and the Company
to consummate such transaction. Each of the Stockholders acknowledges that it
has read the Stockholders Agreement in its entirety. By its signature below,
each of the Stockholders agrees to be bound by all of the terms and conditions
of, and the Company agrees that the Stockholder shall be entitled to all of the
rights and benefits of, the Stockholders Agreement, as if the Stockholder was a
"Stockholder" (as defined in the Stockholders Agreement) from the date it was
originally made.
This Addendum is dated as of the 15th day of July, 1998.
LKQ CORPORATION STOCKHOLDERS:
By: /s/Thomas B. Raterman /s/H. Bradley Willen, Trustee
------------------------------- ------------------------------------------
Name: Thomas B. Raterman H. Bradley Willen, Trustee of the Stuart
Title: Senior Vice President and Willen Irrevocable Trust f/b/o Jacob
Chief Financial Officer Leonard Willen dated December 31, 1996
/s/H. Bradley Willen, Trustee
------------------------------------------
H. Bradley Willen, Trustee of the Stuart
Willen Irrevocable Trust f/b/o Thomas V.
Willen dated December 31, 1996
/s/H. Bradley Willen, Trustee
------------------------------------------
H. Bradley Willen, Trustee of the Stuart
Willen Irrevocable Trust f/b/o Claudia
Rae Willen dated December 31, 1996
/s/Todd David Willen, Trustee
------------------------------------------
Todd David Willen, Trustee of the Stuart
Willen Irrevocable Trust f/b/o Allison
Lynn Willen dated December 31, 1996
/s/Todd D. Willen, Trustee
------------------------------------------
Todd D. Willen, Trustee of the Stuart
Willen Irrevocable Trust f/b/o Emily
Victoria Willen dated December 31, 1996
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/s/Stuart P. Willen, Trustee
------------------------------------------
Stuart P. Willen, Trustee of the Stuart P.
Willen Grantor Trust dated July 1, 1998
/s/H. Bradley Willen, Trustee
------------------------------------------
H. Bradley Willen, Trustee of the
H. Bradley Willen Grantor Trust dated
July 1, 1998
/s/Todd D. Willen
------------------------------------------
Todd D. Willen, Trustee of the Todd D.
Willen Grantor Trust dated July 1, 1998
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ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. Leonard A. Damron III (hereinafter, the
"Stockholder") is a party to a transaction pursuant to which the Stockholder
will become an owner of shares of common stock of the Company. The addition of
the Stockholder, as a party to the Stockholders Agreement is a condition to the
obligations of the Stockholder and the Company to consummate such transaction.
The Stockholder acknowledges that he has read the Stockholders Agreement in its
entirety. By his signature below, the Stockholder agrees to be bound by all of
the terms and conditions of, and the Company agrees that the Stockholder shall
be entitled to all of the rights and benefits of, the Stockholders Agreement, as
if the Stockholder was a "Stockholder" (as defined in the Stockholders
Agreement) from the date it was originally made.
This Addendum is dated as of the 29th day of July, 1998.
LKQ CORPORATION
By: /s/Thomas B. Raterman /s/Leonard A. Damron III
----------------------------- ----------------------------------
Name: Leonard A. Damron III
Title:
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ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. Gary F. Middleton (hereinafter, the
"Stockholder") is a party to a transaction pursuant to which the Stockholder
will become an owner of shares of common stock of the Company. The addition of
the Stockholder, as a party to the Stockholders Agreement is a condition to the
obligations of the Stockholder and the Company to consummate such transaction.
The Stockholder acknowledges that he has read the Stockholders Agreement in its
entirety. By his signature below, the Stockholder agrees to be bound by all of
the terms and conditions of, and the Company agrees that the Stockholder shall
be entitled to all of the rights and benefits of, the Stockholders Agreement, as
if the Stockholder was a "Stockholder" (as defined in the Stockholders
Agreement) from the date it was originally made.
This Addendum is dated as of the 31st day of July, 1998.
LKQ CORPORATION
By: /s/Thomas B. Raterman /s/Gary F. Middleton, President
--------------------------- ----------------------------------
Name: Gary F. Middleton
Title:
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ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. Mark A. Pirtle (hereinafter, the
"Stockholder") is a party to a transaction pursuant to which the Stockholder
will become an owner of shares of common stock of the Company. The addition of
the Stockholder, as a party to the Stockholders Agreement is a condition to the
obligations of the Stockholder and the Company to consummate such transaction.
The Stockholder acknowledges that he has read the Stockholders Agreement in its
entirety. By his signature below, the Stockholder agrees to be bound by all of
the terms and conditions of, and the Company agrees that the Stockholder shall
be entitled to all of the rights and benefits of, the Stockholders Agreement, as
if the Stockholder was a "Stockholder" (as defined in the Stockholders
Agreement) from the date it was originally made.
This Addendum is dated as of the 31st day of July, 1998.
LKQ CORPORATION
By: /s/Thomas B. Raterman /s/Mark A. Pirtle
-------------------------- ------------------------------------
Name: Mark A. Pirtle
Title:
17
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. Gary L. Ackerman (hereinafter, the
"Stockholder") is a party to a transaction pursuant to which the Stockholder
will become an owner of shares of common stock of the Company. The addition of
the Stockholder, as a party to the Stockholders Agreement is a condition to the
obligations of the Stockholder and the Company to consummate such transaction.
The Stockholder acknowledges that he has read the Stockholders Agreement in its
entirety. By his signature below, the Stockholder agrees to be bound by all of
the terms and conditions of, and the Company agrees that the Stockholder shall
be entitled to all of the rights and benefits of, the Stockholders Agreement, as
if the Stockholder was a "Stockholder" (as defined in the Stockholders
Agreement) from the date it was originally made.
This Addendum is dated as of the 7th day of August, 1998.
LKQ CORPORATION
By: /s/Thomas B. Raterman /s/Gary L. Ackerman
-------------------------- ------------------------------------
Name: Gary L. Ackerman
Title:
18
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. Robert H. Ackerman (hereinafter, the
"Stockholder") is a party to a transaction pursuant to which the Stockholder
will become an owner of shares of common stock of the Company. The addition of
the Stockholder, as a party to the Stockholders Agreement is a condition to the
obligations of the Stockholder and the Company to consummate such transaction.
The Stockholder acknowledges that he has read the Stockholders Agreement in its
entirety. By his signature below, the Stockholder agrees to be bound by all of
the terms and conditions of, and the Company agrees that the Stockholder shall
be entitled to all of the rights and benefits of, the Stockholders Agreement, as
if the Stockholder was a "Stockholder" (as defined in the Stockholders
Agreement) from the date it was originally made.
This Addendum is dated as of the 7th day of August, 1998.
LKQ CORPORATION
By: /s/Thomas B. Raterman /s/Robert H. Ackerman
-------------------------- ----------------------------------------
Name: Robert H. Ackerman
Title:
19
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. Lunn-LKQ, LLC (hereinafter, the "Stockholder")
is a party to a transaction pursuant to which the Stockholder will become an
owner of shares of common stock of the Company. The addition of the Stockholder,
as a party to the Stockholders Agreement is a condition to the obligations of
the Stockholder and the Company to consummate such transaction. By its signature
below, the Stockholder agrees to be bound by all of the terms and conditions of,
and the Company agrees that the Stockholder shall be entitled to all of the
rights and benefits of, the Stockholders Agreement, as if the Stockholder was a
"Stockholder" (as defined in the Stockholders Agreement) from the date it was
originally made.
This Addendum is dated as of the 23rd day of December, 1998.
LKQ CORPORATION LUNN-LKQ, LLC
By: /s/Thomas B. Raterman /s/Robert J. Lunn
-------------------------------- ------------------------------------
Thomas B. Raterman Name: Robert J. Lunn
Senior Vice President and Chief Title: Managing Member of Lunn
Partners, LLC
20
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. The undersigned (hereinafter, the
"Stockholder") is a party to a transaction pursuant to which the Stockholder
will become an owner of shares of common stock of the Company. The Stockholder
acknowledges that he has read the Stockholders Agreement in its entirety. By the
Stockholder's signature below, the Stockholder agrees to be bound by all of the
terms and conditions of, and the Company agrees that the Stockholder shall be
entitled to all of the rights and benefits of, the Stockholders Agreement, as if
the Stockholder was a "Stockholder" (as defined in the Stockholders Agreement)
from the date it was originally made.
This Addendum is dated as of the 16th day of December, 1998.
LKQ CORPORATION
By: /s/Thomas B. Raterman /s/Jerome D. Girsch
------------------------------------ ------------------------------------
Thomas B. Raterman Jerome D. Girsch
Senior Vice President and Chief
Financial Officer
21
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. The undersigned (hereinafter, the
"Stockholder") is a party to a transaction pursuant to which the Stockholder
will become an owner of shares of common stock of the Company. The Stockholder
acknowledges that he has read the Stockholders Agreement in its entirety. By the
Stockholder's signature below, the Stockholder agrees to be bound by all of the
terms and conditions of, and the Company agrees that the Stockholder shall be
entitled to all of the rights and benefits of, the Stockholders Agreement, as if
the Stockholder was a "Stockholder" (as defined in the Stockholders Agreement)
from the date it was originally made.
This Addendum is dated as of the 16th day of December, 1998.
LKQ CORPORATION
By: /s/Thomas B. Raterman /s/Bradley J. Girsch
----------------------------------- ----------------------------------
Thomas B. Raterman Bradley J. Girsch
Senior Vice President and Chief
Financial Officer
22
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. The undersigned (hereinafter, the
"Stockholder") is a party to a transaction pursuant to which the Stockholder
will become an owner of shares of common stock of the Company. The Stockholder
acknowledges that he has read the Stockholders Agreement in its entirety. By the
Stockholder's signature below, the Stockholder agrees to be bound by all of the
terms and conditions of, and the Company agrees that the Stockholder shall be
entitled to all of the rights and benefits of, the Stockholders Agreement, as if
the Stockholder was a "Stockholder" (as defined in the Stockholders Agreement)
from the date it was originally made.
This Addendum is dated as of the 16th day of December, 1998.
LKQ CORPORATION
By: /s/Thomas B. Raterman /s/Rebecca M. Girsch
----------------------------------- ----------------------------------
Thomas B. Raterman Rebecca M. Girsch
Senior Vice President and Chief
Financial Officer
23
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. The undersigned (hereinafter, the
"Stockholder") is a party to a transaction pursuant to which the Stockholder
will become an owner of shares of common stock of the Company. The Stockholder
acknowledges that he has read the Stockholders Agreement in its entirety. By the
Stockholder's signature below, the Stockholder agrees to be bound by all of the
terms and conditions of, and the Company agrees that the Stockholder shall be
entitled to all of the rights and benefits of, the Stockholders Agreement, as if
the Stockholder was a "Stockholder" (as defined in the Stockholders Agreement)
from the date it was originally made.
This Addendum is dated as of the 16th day of December, 1998.
LKQ CORPORATION
By: /s/Thomas B. Raterman /s/Michael J. Girsch
----------------------------------- ----------------------------------
Thomas B. Raterman Michael J. Girsch
Senior Vice President and Chief
Financial Officer
24
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. The undersigned (hereinafter, the
"Stockholder") is a party to a transaction pursuant to which the Stockholder
will become an owner of shares of common stock of the Company. The Stockholder
acknowledges that he has read the Stockholders Agreement in its entirety. By the
Stockholder's signature below, the Stockholder agrees to be bound by all of the
terms and conditions of, and the Company agrees that the Stockholder shall be
entitled to all of the rights and benefits of, the Stockholders Agreement, as if
the Stockholder was a "Stockholder" (as defined in the Stockholders Agreement)
from the date it was originally made.
This Addendum is dated as of the 16th day of December, 1998.
LKQ CORPORATION
By: /s/Thomas B. Raterman /s/Gregory J. Girsch
----------------------------------- ----------------------------------
Thomas B. Raterman Gregory J. Girsch
Senior Vice President and Chief
Financial Officer
25
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. The undersigned (hereinafter, the
"Stockholder") is a party to a transaction pursuant to which the Stockholder
will become an owner of shares of common stock of the Company. The Stockholder
acknowledges that he has read the Stockholders Agreement in its entirety. By the
Stockholder's signature below, the Stockholder agrees to be bound by all of the
terms and conditions of, and the Company agrees that the Stockholder shall be
entitled to all of the rights and benefits of, the Stockholders Agreement, as if
the Stockholder was a "Stockholder" (as defined in the Stockholders Agreement)
from the date it was originally made.
This Addendum is dated as of the 16th day of December, 1998.
LKQ CORPORATION
By: /s/Thomas B. Raterman /s/Leslie M. Girsch
----------------------------------- ----------------------------------
Thomas B. Raterman Leslie M. Girsch
Senior Vice President and Chief
Financial Officer
26
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. Donald Egelseer (hereinafter, the
"Stockholder") is a party to a transaction pursuant to which the Stockholder
will become an owner of shares of common stock of the Company. The addition of
the Stockholder, as a party to the Stockholders Agreement is a condition to the
obligations of the Stockholder and the Company to consummate such transaction.
The Stockholder acknowledges that he has read the Stockholders Agreement in its
entirety. By his signature below, the Stockholder agrees to be bound by all of
the terms and conditions of, and the Company agrees that the Stockholder shall
be entitled to all of the rights and benefits of, the Stockholders Agreement, as
if the Stockholder was a "Stockholder" (as defined in the Stockholders
Agreement) from the date it was originally made.
This Addendum is dated as of the 31st day of December, 1998.
LKQ CORPORATION SHAREHOLDER
By: /s/Thomas B. Raterman /s/Donald Egelseer
----------------------------------- ----------------------------------
Name: Thomas B. Raterman Donald Egelseer
Title: Senior Vice President and
Chief Financial Officer
27
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. Alan Egelseer (hereinafter, the "Stockholder")
is a party to a transaction pursuant to which the Stockholder will become an
owner of shares of common stock of the Company. The addition of the Stockholder,
as a party to the Stockholders Agreement is a condition to the obligations of
the Stockholder and the Company to consummate such transaction. The Stockholder
acknowledges that he has read the Stockholders Agreement in its entirety. By his
signature below, the Stockholder agrees to be bound by all of the terms and
conditions of, and the Company agrees that the Stockholder shall be entitled to
all of the rights and benefits of, the Stockholders Agreement, as if the
Stockholder was a "Stockholder" (as defined in the Stockholders Agreement) from
the date it was originally made.
This Addendum is dated as of the 31st day of December, 1998.
LKQ CORPORATION SHAREHOLDER
By: /s/Thomas B. Raterman /s/Alan Egelseer
----------------------------------- ----------------------------------
Name: Thomas B. Raterman Alan Egelseer
Title: Senior Vice President and
Chief Financial Officer
28
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. Ronald Egelseer (hereinafter, the
"Stockholder") is a party to a transaction pursuant to which the Stockholder
will become an owner of shares of common stock of the Company. The addition of
the Stockholder, as a party to the Stockholders Agreement is a condition to the
obligations of the Stockholder and the Company to consummate such transaction.
The Stockholder acknowledges that he has read the Stockholders Agreement in its
entirety. By his signature below, the Stockholder agrees to be bound by all of
the terms and conditions of, and the Company agrees that the Stockholder shall
be entitled to all of the rights and benefits of, the Stockholders Agreement, as
if the Stockholder was a "Stockholder" (as defined in the Stockholders
Agreement) from the date it was originally made.
This Addendum is dated as of the 31st day of December, 1998.
LKQ CORPORATION SHAREHOLDER
By: /s/Thomas B. Raterman /s/Ronald Egelseer
----------------------------------- ----------------------------------
Name: Thomas B. Raterman Ronald Egelseer
Title: Senior Vice President and
Chief Financial Officer
29
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. Randy Wittig (hereinafter, the "Stockholder")
is a party to a transaction pursuant to which the Stockholder will become an
owner of shares of common stock of the Company. The addition of the Stockholder,
as a party to the Stockholders Agreement is a condition to the obligations of
the Stockholder and the Company to consummate such transaction. The Stockholder
acknowledges that he has read the Stockholders Agreement in its entirety. By his
signature below, the Stockholder agrees to be bound by all of the terms and
conditions of, and the Company agrees that the Stockholder shall be entitled to
all of the rights and benefits of, the Stockholders Agreement, as if the
Stockholder was a "Stockholder" (as defined in the Stockholders Agreement) from
the date it was originally made.
This Addendum is dated as of the 31st day of December, 1998.
LKQ CORPORATION SHAREHOLDER
By: /s/Thomas B. Raterman /s/Randy Wittig
----------------------------------- ----------------------------------
Name: Thomas B. Raterman Randy Wittig
Title: Senior Vice President and
Chief Financial Officer
30
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. Archie H. Wright and E. Kathleen Wright, as
joint tenants (hereinafter, collectively, the "Stockholder") are parties to a
transaction pursuant to which the Stockholder will become an owner of shares of
common stock of the Company. The addition of the Stockholder, as a party to the
Stockholders Agreement is a condition to the obligations of the Stockholder and
the Company to consummate such transaction. The Stockholder acknowledges that it
has read the Stockholders Agreement in its entirety. By the signatures below,
the Stockholder agrees to be bound by all of the terms and conditions of, and
the Company agrees that the Stockholder shall be entitled to all of the rights
and benefits of, the Stockholders Agreement, as if the Stockholder was a
"Stockholder" (as defined in the Stockholders Agreement) from the date it was
originally made.
This Addendum is dated as of the 31st day of December, 1998.
LKQ CORPORATION SHAREHOLDER
By: /s/Thomas B. Raterman /s/Archie H. Wright
----------------------------------- ----------------------------------
Name: Thomas B. Raterman Archie H. Wright
Title: Senior Vice President and
Chief Financial Officer
/s/E. Kathleen Wright
----------------------------------
E. Kathleen Wright
31
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. D&R Auto Parts, Inc. (hereinafter, the
"Stockholder") is a party to a transaction pursuant to which the Stockholder
will become an owner of shares of common stock of the Company. The addition of
the Stockholder, as a party to the Stockholders Agreement is a condition to the
obligations of the Stockholder and the Company to consummate such transaction.
The Stockholder acknowledges that it has read the Stockholders Agreement in its
entirety. By the signature below, the Stockholder agrees to be bound by all of
the terms and conditions of, and the Company agrees that the Stockholder shall
be entitled to all of the rights and benefits of, the Stockholders Agreement, as
if the Stockholder was a "Stockholder" (as defined in the Stockholders
Agreement) from the date it was originally made.
This Addendum is dated as of the 31st day of December, 1998.
LKQ CORPORATION SHAREHOLDER
D&R AUTO PARTS, INC.
By: /s/Thomas B. Raterman /s/Darrell A. Ibach, Sr.
----------------------------------- ----------------------------------
Name: Thomas B. Raterman Name: Darrell A. Ibach, Sr.
Title: Senior Vice President and Title: President
Chief Financial Officer
32
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. Barry Lieberman and Lillian L. Lieberman,
Co-Trustees of The Lieberman Family Turst Dated March 15, 1994 (hereinafter,
the "Stockholder") is a party to a transaction pursuant to which the
Stockholder will become an owner of shares of common stock of the Company. The
addition of the Stockholder as a party to the Stockholders Agreement is a
condition to the obligations of the Stockholder and the Company to consummate
such transaction. The Stockholder acknowledges that he has read the
Stockholders Agreement in its entirety. By the signature below, the
Stockholder agrees to be bound by all of the terms and conditions of, and the
Company agrees that the Stockholder shall be entitled to all of the rights and
benefits of, the Stockholders Agreement, as if the Stockholder was a
"Stockholder" (as defined in the Stockholders Agreement) from the date it was
originally made.
This Addendum is dated as of the 31st day of December, 1998.
LKQ CORPORATION SHAREHOLDER
By: /s/Michael Mattes /s/Barry Lieberman
----------------------------------- ----------------------------------
Name: Michael Mattes Barry Lieberman, Co-Trustee of The
Title: Vice President Lieberman Family Trust, Dated
March 15, 1994
By: /s/Victor M. Casini /s/Lillian L. Lieberman
----------------------------------- ----------------------------------
Name: Victor M. Casini Lillian L. Lieberman, Co-Trustee of
Title: Secretary The Lieberman Family Trust, Dated
March 15, 1994
33
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. Alex Lieberman and Katie R. Lieberman,
Co-Trustees of The Lieberman Family Trust Dated February 25, 1997 (hereinafter,
the "Stockholder") is a party to a transaction pursuant to which the Stockholder
will become an owner of shares of common stock of the Company. The addition of
the Stockholder as a party to the Stockholders Agreement is a condition to the
obligations of the Stockholder and the Company to consummate such transaction.
The Stockholder acknowledges that he has read the Stockholders Agreement in its
entirety. By the signature below, the Stockholder agrees to be bound by all of
the terms and conditions of, and the Company agrees that the Stockholder shall
be entitled to all of the rights and benefits of, the Stockholders Agreement, as
if the Stockholder was a "Stockholder" (as defined in the Stockholders
Agreement) from the date it was originally made.
This Addendum is dated as of the 31st day of December, 1998.
LKQ CORPORATION SHAREHOLDER
By: /s/Michael Mattes /s/Alex Lieberman
----------------------------------- ----------------------------------
Name: Michael Mattes Alex Lieberman, Co-Trustee of The
Title: Vice President Lieberman Family Trust, Dated
February 25, 1997
By: /s/Victor M. Casini /s/Katie R. Lieberman
----------------------------------- ----------------------------------
Name: Victor M. Casini Katie R. Lieberman, Co-Trustee of
Title: Secretary The Lieberman Family Trust, Dated
February 25, 1997
34
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. Herb Lieberman, Trustee of The Lieberman
Living Trust Dated July 8, 1996 (hereinafter, the "Stockholder") is a party to a
transaction pursuant to which the Stockholder will become an owner of shares of
common stock of the Company. The addition of the Stockholder as a party to the
Stockholders Agreement is a condition to the obligations of the Stockholder and
the Company to consummate such transaction. The Stockholder acknowledges that he
has read the Stockholders Agreement in its entirety. By the signature below, the
Stockholder agrees to be bound by all of the terms and conditions of, and the
Company agrees that the Stockholder shall be entitled to all of the rights and
benefits of, the Stockholders Agreement, as if the Stockholder was a
"Stockholder" (as defined in the Stockholders Agreement) from the date it was
originally made.
This Addendum is dated as of the 31st day of December, 1998.
LKQ CORPORATION SHAREHOLDER
By: /s/Michael Mattes /s/Herb Lieberman
----------------------------------- ----------------------------------
Name: Michael Mattes Herb Lieberman, Trustee of The
Title: Vice President Lieberman Living Trust, Dated
July 8, 1996
By: /s/Victor M. Casini
-----------------------------------
Name: Victor M. Casini
Title: Secretary
35
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. JJ&D, Inc., an Alabama corporation
(hereinafter, the "Stockholder") is a party to a transaction pursuant to which
the Stockholder will become an owner of shares of common stock of the Company.
The addition of the Stockholder, as a party to the Stockholders Agreement is a
condition to the obligations of the Stockholder and the Company to consummate
such transaction. The Stockholder acknowledges that it has read the Stockholders
Agreement in its entirety. By its signature below, the Stockholder agrees to be
bound by all of the terms and conditions of, and the Company agrees that the
Stockholder shall be entitled to all of the rights and benefits of, the
Stockholders Agreement, as if the Stockholder was a "Stockholder" (as defined in
the Stockholders Agreement) from the date it was originally made.
This Addendum is dated as of the 31st day of December, 1998.
LKQ CORPORATION JJ&D, INC.
By: /s/Thomas B. Raterman /s/Johnny W. Davis
----------------------------------- ----------------------------------
Name: Thomas B. Raterman Name: Johnny W. Davis
Title: Senior Vice President and Title: President
Chief Financial Officer
36
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. Steven Jones (hereinafter, the "Stockholder")
is a party to a transaction pursuant to which the Stockholder will become an
owner of shares of common stock of the Company. The addition of the Stockholder,
as a party to the Stockholders Agreement is a condition to the obligations of
the Stockholder and the Company to consummate such transaction. The Stockholder
acknowledges that he has read the Stockholders Agreement in its entirety. By the
signature below, the Stockholder agrees to be bound by all of the terms and
conditions of, and the Company agrees that the Stockholder shall be entitled to
all of the rights and benefits of, the Stockholders Agreement, as if the
Stockholder was a "Stockholder" (as defined in the Stockholders Agreement) from
the date it was originally made.
This Addendum is dated as of the 28th day of February, 1999.
LKQ CORPORATION SHAREHOLDER
By: /s/Thomas B. Raterman /s/Steven Jones
----------------------------------- ----------------------------------
Name: Thomas B. Raterman Steven Jones
Title: Senior Vice President and
Chief Financial Officer
37
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. Mark Fitzgibbons (hereinafter, the
"Stockholder") is a party to a transaction pursuant to which the Stockholder
will become an owner of shares of common stock of the Company. The addition of
the Stockholder, as a party to the Stockholders Agreement is a condition to the
obligations of the Stockholder and the Company to consummate such transaction.
The Stockholder acknowledges that he has read the Stockholders Agreement in its
entirety. By the signature below, the Stockholder agrees to be bound by all of
the terms and conditions of, and the Company agrees that the Stockholder shall
be entitled to all of the rights and benefits of, the Stockholders Agreement, as
if the Stockholder was a "Stockholder" (as defined in the Stockholders
Agreement) from the date it was originally made.
This Addendum is dated as of the 28th day of February, 1999.
LKQ CORPORATION SHAREHOLDER
By: /s/Thomas B. Raterman /s/Mark Fitzgibbons
----------------------------------- ----------------------------------
Name: Thomas B. Raterman Mark Fitzgibbons
Title: Senior Vice President and
Chief Financial Officer
38
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. William Kikendall (hereinafter, the
"Stockholder") is a party to a transaction pursuant to which the Stockholder
will become an owner of shares of common stock of the Company. The addition of
the Stockholder, as a party to the Stockholders Agreement is a condition to the
obligations of the Stockholder and the Company to consummate such transaction.
The Stockholder acknowledges that he has read the Stockholders Agreement in its
entirety. By the signature below, the Stockholder agrees to be bound by all of
the terms and conditions of, and the Company agrees that the Stockholder shall
be entitled to all of the rights and benefits of, the Stockholders Agreement, as
if the Stockholder was a "Stockholder" (as defined in the Stockholders
Agreement) from the date it was originally made.
This Addendum is dated as of the 28th day of February, 1999.
LKQ CORPORATION SHAREHOLDER
By: /s/Jerome D. Girsch /s/William G. Kikendall
----------------------------------- ----------------------------------
Name: Jerome D. Girsch William G. Kikendall
Title: Senior Vice President-Development
39
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. Ronald L. Kikendall (hereinafter, the
"Stockholder") is a party to a transaction pursuant to which the Stockholder
will become an owner of shares of common stock of the Company. The addition of
the Stockholder, as a party to the Stockholders Agreement is a condition to the
obligations of the Stockholder and the Company to consummate such transaction.
The Stockholder acknowledges that he has read the Stockholders Agreement in its
entirety. By the signature below, the Stockholder agrees to be bound by all of
the terms and conditions of, and the Company agrees that the Stockholder shall
be entitled to all of the rights and benefits of, the Stockholders Agreement, as
if the Stockholder was a "Stockholder" (as defined in the Stockholders
Agreement) from the date it was originally made.
This Addendum is dated as of the 28th day of February, 1999.
LKQ CORPORATION SHAREHOLDER
By: /s/Jerome D. Girsch /s/Ronald L. Kikendall
----------------------------------- ----------------------------------
Name: Jerome D. Girsch Ronald L. Kikendall
Title: Senior Vice President-Development
40
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. The undersigned (hereinafter, the
"Stockholder") is a party to a transaction pursuant to which the Stockholder
will become an owner of shares of common stock of the Company. The Stockholder
acknowledges that he has read the Stockholders Agreement in its entirety. By the
Stockholder's signature below, the Stockholder agrees to be bound by all of the
terms and conditions of, and the Company agrees that the Stockholder shall be
entitled to all of the rights and benefits of, the Stockholders Agreement, as if
the Stockholder was a "Stockholder" (as defined in the Stockholders Agreement)
from the date it was originally made.
This Addendum is dated as of the 9th day of February, 1999.
LKQ CORPORATION
By: /s/Joseph M. Holsten /s/Thomas B. Raterman
----------------------------------- ----------------------------------
Joseph M. Holsten Thomas B. Raterman
President and Chief Executive Officer
41
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
among LKQ Corporation (the "Company") and the stockholders of the Company, a
copy of which is attached hereto. The undersigned (hereinafter, the
"Stockholder") is a party to a transaction pursuant to which the Stockholder
will become an owner of shares of common stock of the Company. The Stockholder
acknowledges that he has read the Stockholders Agreement in its entirety. By the
Stockholder's signature below, the Stockholder agrees to be bound by all of the
terms and conditions of, and the Company agrees that the Stockholder shall be
entitled to all of the rights and benefits of, the Stockholders Agreement, as if
the Stockholder was a "Stockholder" (as defined in the Stockholders Agreement)
from the date it was originally made.
This Addendum is dated as of the 12th day of February, 1999.
LKQ CORPORATION
By: /s/Joseph M. Holsten /s/Frank P. Erlain
----------------------------------- ----------------------------------
Joseph M. Holsten Frank P. Erlain
President and Chief Executive Officer
42
<Page>
ADDENDUM
TO
STOCKHOLDERS AND MERGER AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
(the "Stockholders Agreement") among LKQ Corporation (the "Company") and the
stockholders of the Company, a copy of which is attached hereto. Reference is
also made to the Agreement and Plan of Merger dated as of August 7, 1998 (the
"Merger Agreement") among the Company, Gary L. Ackerman ("Ackerman"), and
others. Ackerman proposes to transfer the shares of common stock of the Company
to the undersigned (hereinafter, the Stockholder"). The Stockholder acknowledges
that he/she has read the Stockholders Agreement and Section 10.2 of the Merger
Agreement in their entirety. By his/her signature below, the Stockholder agrees
(i) to be bound by all of the terms and conditions of, and the Company agrees
that the Stockholder shall be entitled to all of the rights and benefits of, the
Stockholders Agreement, as if the Stockholder was a "Stockholder" (as defined in
the Stockholders Agreement) from the date it was originally made; and (ii) to be
bound by all of the terms and conditions of Section 10.2 of the Merger
Agreement.
This Addendum is dated as of the 22nd day of December, 1998.
LKQ CORPORATION
By: /s/Victor M. Casini /s/Sherri S. Ackerman
--------------------------------------- -------------------------------
Name: Victor M. Casini Name: Sherri S. Ackerman
Title: Vice President and General Counsel
43
<Page>
ADDENDUM
TO
STOCKHOLDERS AND MERGER AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
(the "Stockholders Agreement") among LKQ Corporation (the "Company") and the
stockholders of the Company, a copy of which is attached hereto. Reference is
also made to the Agreement and Plan of Merger dated as of August 7, 1998 (the
"Merger Agreement") among the Company, Gary L. Ackerman ("Ackerman"), and
others. Ackerman proposes to transfer the shares of common stock of the Company
to the undersigned (hereinafter, the Stockholder"). The Stockholder acknowledges
that he/she has read the Stockholders Agreement and Section 10.2 of the Merger
Agreement in their entirety. By his/her signature below, the Stockholder agrees
(i) to be bound by all of the terms and conditions of, and the Company agrees
that the Stockholder shall be entitled to all of the rights and benefits of, the
Stockholders Agreement, as if the Stockholder was a "Stockholder" (as defined in
the Stockholders Agreement) from the date it was originally made; and (ii) to be
bound by all of the terms and conditions of Section 10.2 of the Merger
Agreement.
This Addendum is dated as of the 22nd day of December, 1998.
LKQ CORPORATION
By: /s/Victor M. Casini /s/Rebecca S. Ackerman
--------------------------------------- ---------------------------------
Name: Victor M. Casini Name: Rebecca S. Ackerman
Title: Vice President and General Counsel
44
<Page>
ADDENDUM
TO
STOCKHOLDERS AND MERGER AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
(the "Stockholders Agreement") among LKQ Corporation (the "Company") and the
stockholders of the Company, a copy of which is attached hereto. Reference is
also made to the Agreement and Plan of Merger dated as of August 7, 1998 (the
"Merger Agreement") among the Company, Gary L. Ackerman ("Ackerman"), and
others. Ackerman proposes to transfer the shares of common stock of the Company
to the undersigned (hereinafter, the Stockholder"). The Stockholder acknowledges
that he/she has read the Stockholders Agreement and Section 10.2 of the Merger
Agreement in their entirety. By his/her signature below, the Stockholder agrees
(i) to be bound by all of the terms and conditions of, and the Company agrees
that the Stockholder shall be entitled to all of the rights and benefits of, the
Stockholders Agreement, as if the Stockholder was a "Stockholder" (as defined in
the Stockholders Agreement) from the date it was originally made; and (ii) to be
bound by all of the terms and conditions of Section 10.2 of the Merger
Agreement.
This Addendum is dated as of the 22nd day of December, 1998.
LKQ CORPORATION
By: /s/Victor M. Casini /s/Gary L. Ackerman
--------------------------------------- ---------------------------------
Name: Victor M. Casini Name: Gary L. Ackerman
Title: Vice President and General Counsel
45
<Page>
ADDENDUM
TO
STOCKHOLDERS AND MERGER AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
(the "Stockholders Agreement") among LKQ Corporation (the "Company") and the
stockholders of the Company, a copy of which is attached hereto. Reference is
also made to the Agreement and Plan of Merger dated as of August 7, 1998 (the
"Merger Agreement") among the Company, Sherri S. Ackerman ("Ackerman"), and
others. Ackerman proposes to transfer the shares of common stock of the Company
to the undersigned (hereinafter, the Stockholder"). The Stockholder acknowledges
that he/she has read the Stockholders Agreement and Section 10.2 of the Merger
Agreement in their entirety. By his/her signature below, the Stockholder agrees
(i) to be bound by all of the terms and conditions of, and the Company agrees
that the Stockholder shall be entitled to all of the rights and benefits of, the
Stockholders Agreement, as if the Stockholder was a "Stockholder" (as defined in
the Stockholders Agreement) from the date it was originally made; and (ii) to be
bound by all of the terms and conditions of Section 10.2 of the Merger
Agreement.
This Addendum is dated as of the 22nd day of December, 1998.
LKQ CORPORATION
By: /s/Victor M. Casini /s/Rebecca S. Ackerman
--------------------------------------- ---------------------------------
Name: Victor M. Casini Name: Rebecca S. Ackerman
Title: Vice President and General Counsel
46
<Page>
ADDENDUM
TO
STOCKHOLDERS AND MERGER AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
(the "Stockholders Agreement") among LKQ Corporation (the "Company") and the
stockholders of the Company, a copy of which is attached hereto. Reference is
also made to the Agreement and Plan of Merger dated as of August 7, 1998 (the
"Merger Agreement") among the Company, Robert H. Ackerman ("Ackerman"), and
others. Ackerman proposes to transfer the shares of common stock of the Company
to the undersigned (hereinafter, the Stockholder"). The Stockholder acknowledges
that he/she has read the Stockholders Agreement and Section 10.2 of the Merger
Agreement in their entirety. By his/her signature below, the Stockholder agrees
(i) to be bound by all of the terms and conditions of, and the Company agrees
that the Stockholder shall be entitled to all of the rights and benefits of, the
Stockholders Agreement, as if the Stockholder was a "Stockholder" (as defined in
the Stockholders Agreement) from the date it was originally made; and (ii) to be
bound by all of the terms and conditions of Section 10.2 of the Merger
Agreement.
This Addendum is dated as of the 22nd day of December, 1998.
LKQ CORPORATION
By: /s/Victor M. Casini /s/Daniel L. Evenson
--------------------------------------- ---------------------------------
Name: Victor M. Casini Name: Daniel L. Evenson
Title: Vice President and General Counsel
47
<Page>
ADDENDUM
TO
STOCKHOLDERS AND MERGER AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
(the "Stockholders Agreement") among LKQ Corporation (the "Company") and the
stockholders of the Company, a copy of which is attached hereto. Reference is
also made to the Agreement and Plan of Merger dated as of August 7, 1998 (the
"Merger Agreement") among the Company, Gary L. Ackerman. ("Ackerman"), and
others. Ackerman proposes to transfer the shares of common stock of the Company
to the undersigned (hereinafter, the Stockholder"). The Stockholder acknowledges
that he/she has read the Stockholders Agreement and Section 10.2 of the Merger
Agreement in their entirety. By his/her signature below, the Stockholder agrees
(i) to be bound by all of the terms and conditions of, and the Company agrees
that the Stockholder shall be entitled to all of the rights and benefits of, the
Stockholders Agreement, as if the Stockholder was a "Stockholder" (as defined in
the Stockholders Agreement) from the date it was originally made; and (ii) to be
bound by all of the terms and conditions of Section 10.2 of the Merger
Agreement.
This Addendum is dated as of the 22nd day of December, 1998.
LKQ CORPORATION
By: /s/Victor M. Casini /s/Daniel L. Evenson
--------------------------------------- ---------------------------------
Name: Victor M. Casini Name: Daniel L. Evenson
Title: Vice President and General Counsel
48
<Page>
ADDENDUM
TO
STOCKHOLDERS AND MERGER AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
(the "Stockholders Agreement") among LKQ Corporation (the "Company") and the
stockholders of the Company, a copy of which is attached hereto. Reference is
also made to the Agreement and Plan of Merger dated as of August 7, 1998 (the
"Merger Agreement") among the Company, Robert H. Ackerman ("Ackerman"), and
others. Ackerman proposes to transfer the shares of common stock of the Company
to the undersigned (hereinafter, the Stockholder"). The Stockholder acknowledges
that he/she has read the Stockholders Agreement and Section 10.2 of the Merger
Agreement in their entirety. By his/her signature below, the Stockholder agrees
(i) to be bound by all of the terms and conditions of, and the Company agrees
that the Stockholder shall be entitled to all of the rights and benefits of, the
Stockholders Agreement, as if the Stockholder was a "Stockholder" (as defined in
the Stockholders Agreement) from the date it was originally made; and (ii) to be
bound by all of the terms and conditions of Section 10.2 of the Merger
Agreement.
This Addendum is dated as of the 22nd day of December, 1998.
LKQ CORPORATION
By: /s/Victor M. Casini /s/Mark W. Sievert
--------------------------------------- ---------------------------------
Name: Victor M. Casini Name: Mark W. Sievert
Title: Vice President and General Counsel
49
<Page>
ADDENDUM
TO
STOCKHOLDERS AND MERGER AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
(the "Stockholders Agreement") among LKQ Corporation (the "Company") and the
stockholders of the Company, a copy of which is attached hereto. Reference is
also made to the Agreement and Plan of Merger dated as of August 7, 1998 (the
"Merger Agreement") among the Company, Gary L. Ackerman ("Ackerman"), and
others. Ackerman proposes to transfer the shares of common stock of the Company
to the undersigned (hereinafter, the Stockholder"). The Stockholder acknowledges
that he/she has read the Stockholders Agreement and Section 10.2 of the Merger
Agreement in their entirety. By his/her signature below, the Stockholder agrees
(i) to be bound by all of the terms and conditions of, and the Company agrees
that the Stockholder shall be entitled to all of the rights and benefits of, the
Stockholders Agreement, as if the Stockholder was a "Stockholder" (as defined in
the Stockholders Agreement) from the date it was originally made; and (ii) to be
bound by all of the terms and conditions of Section 10.2 of the Merger
Agreement.
This Addendum is dated as of the 22nd day of December, 1998.
LKQ CORPORATION
By: /s/Victor M. Casini /s/Mark W. Sievert
--------------------------------------- ---------------------------------
Name: Victor M. Casini Name: Mark W. Sievert
Title: Vice President and General Counsel
50
<Page>
ADDENDUM
TO
STOCKHOLDERS AND MERGER AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
(the "Stockholders Agreement") among LKQ Corporation (the "Company") and the
stockholders of the Company, a copy of which is attached hereto. Reference is
also made to the Agreement and Plan of Merger dated as of August 7, 1998 (the
"Merger Agreement") among the Company, Sherri S. Ackerman ("Ackerman"), and
others. Ackerman proposes to transfer the shares of common stock of the Company
to the undersigned (hereinafter, the Stockholder"). The Stockholder acknowledges
that he/she has read the Stockholders Agreement and Section 10.2 of the Merger
Agreement in their entirety. By his/her signature below, the Stockholder agrees
(i) to be bound by all of the terms and conditions of, and the Company agrees
that the Stockholder shall be entitled to all of the rights and benefits of, the
Stockholders Agreement, as if the Stockholder was a "Stockholder" (as defined in
the Stockholders Agreement) from the date it was originally made; and (ii) to be
bound by all of the terms and conditions of Section 10.2 of the Merger
Agreement.
This Addendum is dated as of the 22nd day of December, 1998.
LKQ CORPORATION
By: /s/Victor M. Casini /s/Sarah J. Ackerman
--------------------------------------- ---------------------------------
Name: Victor M. Casini Name: Sarah J. Ackerman
Title: Vice President and General Counsel
51
<Page>
ADDENDUM
TO
STOCKHOLDERS AND MERGER AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
(the "Stockholders Agreement") among LKQ Corporation (the "Company") and the
stockholders of the Company, a copy of which is attached hereto. Reference is
also made to the Agreement and Plan of Merger dated as of August 7, 1998 (the
"Merger Agreement") among the Company, Gary L. Ackerman ("Ackerman"), and
others. Ackerman proposes to transfer the shares of common stock of the Company
to the undersigned (hereinafter, the Stockholder"). The Stockholder acknowledges
that he/she has read the Stockholders Agreement and Section 10.2 of the Merger
Agreement in their entirety. By his/her signature below, the Stockholder agrees
(i) to be bound by all of the terms and conditions of, and the Company agrees
that the Stockholder shall be entitled to all of the rights and benefits of, the
Stockholders Agreement, as if the Stockholder was a "Stockholder" (as defined in
the Stockholders Agreement) from the date it was originally made; and (ii) to be
bound by all of the terms and conditions of Section 10.2 of the Merger
Agreement.
This Addendum is dated as of the 22nd day of December, 1998.
LKQ CORPORATION
By: /s/Victor M. Casini /s/Sarah J. Ackerman
--------------------------------------- ---------------------------------
Name: Victor M. Casini Name: Sarah J. Ackerman
Title: Vice President and General Counsel
52
<Page>
ADDENDUM
TO
STOCKHOLDERS AND MERGER AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
(the "Stockholders Agreement") among LKQ Corporation (the "Company") and the
stockholders of the Company, a copy of which is attached hereto. Reference is
also made to the Agreement and Plan of Merger dated as of August 7, 1998 (the
"Merger Agreement") among the Company, Robert H. Ackerman ("Ackerman"), and
others. Ackerman proposes to transfer the shares of common stock of the Company
to the undersigned (hereinafter, the Stockholder"). The Stockholder acknowledges
that he/she has read the Stockholders Agreement and Section 10.2 of the Merger
Agreement in their entirety. By his/her signature below, the Stockholder agrees
(i) to be bound by all of the terms and conditions of, and the Company agrees
that the Stockholder shall be entitled to all of the rights and benefits of, the
Stockholders Agreement, as if the Stockholder was a "Stockholder" (as defined in
the Stockholders Agreement) from the date it was originally made; and (ii) to be
bound by all of the terms and conditions of Section 10.2 of the Merger
Agreement.
This Addendum is dated as of the 28th day of December, 1998.
LKQ CORPORATION
By: /s/Victor M. Casini /s/Tara A. Ackerman
--------------------------------------- ---------------------------------
Name: Victor M. Casini Name: Tara A. Ackerman
Title: Vice President and General Counsel
53
<Page>
ADDENDUM
TO
STOCKHOLDERS AND MERGER AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
(the "Stockholders Agreement") among LKQ Corporation (the "Company") and the
stockholders of the Company, a copy of which is attached hereto. Reference is
also made to the Agreement and Plan of Merger dated as of August 7, 1998 (the
"Merger Agreement") among the Company, Robert H. Ackerman ("Ackerman"), and
others. Ackerman proposes to transfer the shares of common stock of the Company
to the undersigned (hereinafter, the Stockholder"). The Stockholder acknowledges
that he/she has read the Stockholders Agreement and Section 10.2 of the Merger
Agreement in their entirety. By his/her signature below, the Stockholder agrees
(i) to be bound by all of the terms and conditions of, and the Company agrees
that the Stockholder shall be entitled to all of the rights and benefits of, the
Stockholders Agreement, as if the Stockholder was a "Stockholder" (as defined in
the Stockholders Agreement) from the date it was originally made; and (ii) to be
bound by all of the terms and conditions of Section 10.2 of the Merger
Agreement.
This Addendum is dated as of the 28th day of December, 1998.
LKQ CORPORATION
By: /s/Victor M. Casini /s/Robert H. Ackerman
--------------------------------------- ---------------------------------
Name: Victor M. Casini Name: Robert H. Ackerman
Title: Vice President and General Counsel
54
<Page>
ADDENDUM
TO
STOCKHOLDERS AND MERGER AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
(the "Stockholders Agreement") among LKQ Corporation (the "Company") and the
stockholders of the Company, a copy of which is attached hereto. Reference is
also made to the Agreement and Plan of Merger dated as of August 7, 1998 (the
"Merger Agreement") among the Company, Robert H. Ackerman ("Ackerman"), and
others. Ackerman proposes to transfer the shares of common stock of the Company
to the undersigned (hereinafter, the Stockholder"). The Stockholder acknowledges
that he/she has read the Stockholders Agreement and Section 10.2 of the Merger
Agreement in their entirety. By his/her signature below, the Stockholder agrees
(i) to be bound by all of the terms and conditions of, and the Company agrees
that the Stockholder shall be entitled to all of the rights and benefits of, the
Stockholders Agreement, as if the Stockholder was a "Stockholder" (as defined in
the Stockholders Agreement) from the date it was originally made; and (ii) to be
bound by all of the terms and conditions of Section 10.2 of the Merger
Agreement.
This Addendum is dated as of the 22nd day of December, 1998.
LKQ CORPORATION
By: /s/Victor M. Casini /s/Tiffany S. Ackerman
--------------------------------------- ---------------------------------
Name: Victor M. Casini Name: Tiffany S. Ackerman
Title: Vice President and General Counsel
55
<Page>
ADDENDUM
TO
STOCKHOLDERS AND MERGER AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
(the "Stockholders Agreement") among LKQ Corporation (the "Company") and the
stockholders of the Company, a copy of which is attached hereto. Reference is
also made to the Agreement and Plan of Merger dated as of August 7, 1998 (the
"Merger Agreement") among the Company, Robert H. Ackerman ("Ackerman"), and
others. Ackerman proposes to transfer the shares of common stock of the Company
to the undersigned (hereinafter, the Stockholder"). The Stockholder acknowledges
that he/she has read the Stockholders Agreement and Section 10.2 of the Merger
Agreement in their entirety. By his/her signature below, the Stockholder agrees
(i) to be bound by all of the terms and conditions of, and the Company agrees
that the Stockholder shall be entitled to all of the rights and benefits of, the
Stockholders Agreement, as if the Stockholder was a "Stockholder" (as defined in
the Stockholders Agreement) from the date it was originally made; and (ii) to be
bound by all of the terms and conditions of Section 10.2 of the Merger
Agreement.
This Addendum is dated as of the 22nd day of December, 1998.
LKQ CORPORATION
By: /s/Victor M. Casini /s/Travis J. Ackerman
--------------------------------------- ---------------------------------
Name: Victor M. Casini Name: Travis J. Ackerman
Title: Vice President and General Counsel
56
<Page>
ADDENDUM
TO
STOCKHOLDERS AND MERGER AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998
(the "Stockholders Agreement") among LKQ Corporation (the "Company") and the
stockholders of the Company, a copy of which is attached hereto. Reference is
also made to the Agreement and Plan of Merger dated as of July 29, 1998 (the
"Merger Agreement") among the Company, Leonard A. Damron ("Damron"), and others.
Damron proposes to transfer the shares of common stock of the Company to LD III
Limited Partnership (hereinafter, the Stockholder"). The Stockholder
acknowledges that it has read the Stockholders Agreement and Section 10.2 of the
Merger Agreement in their entirety. By its signature below, the Stockholder
agrees (i) to be bound by all of the terms and conditions of, and the Company
agrees that the Stockholder shall be entitled to all of the rights and benefits
of, the Stockholders Agreement, as if the Stockholder was a "Stockholder" (as
defined in the Stockholders Agreement) from the date it was originally made; and
(ii) to be bound by all of the terms and conditions of Section 10.2 of the
Merger Agreement.
This Addendum is dated as of the 24th day of December, 1998.
LKQ CORPORATION LD III LIMITED PARTNERSHIP
By: /s/Thomas B. Raterman /s/Leonard A. Damron III
--------------------------------------- ----------------------------------
Name: Thomas B. Raterman Name: Leonard A. Damron III
Title: Senior Vice President and Title:
Chief Financial Officer
57
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998,
(the "Stockholders Agreement") among LKQ Corporation (the "Company") and the
stockholders of the Company, a copy of which is attached hereto. The undersigned
(hereinafter, the "Stockholder") is a party to a transaction pursuant to which
the Stockholder will become an owner of shares of common stock of the Company.
By the signatures below, the Stockholder agrees to be bound by all of the terms
and conditions of, and the Company agrees that the Stockholder shall be entitled
to all of the rights and benefits of, the Stockholders Agreement, as if the
Stockholder was a "Stockholder" (as defined in the Stockholders Agreement) from
the date it was originally made.
This Addendum is dated as of the 18th day of August, 1999.
LKQ CORPORATION LUNN-LKQ #2, LLC
By: /s/Victor M. Casini /s/Robert J. Lunn
--------------------------------------- -----------------------------------
Name: Victor M. Casini Name: Robert J. Lunn
Title: Vice President and General Counsel Title: Manager
Lunn Partners, LLC
58
<Page>
ADDENDUM
TO
STOCKHOLDERS AGREEMENT
Reference is made to the Stockholders Agreement dated as of June 19, 1998,
(the "Stockholders Agreement") among LKQ Corporation (the "Company") and the
stockholders of the Company, a copy of which is attached hereto. The undersigned
(hereinafter, the "Stockholder") is a party to a transaction pursuant to which
the Stockholder will become an owner of shares of common stock of the Company.
By the signatures below, the Stockholder agrees to be bound by all of the terms
and conditions of, and the Company agrees that the Stockholder shall be entitled
to all of the rights and benefits of, the Stockholders Agreement, as if the
Stockholder was a "Stockholder" (as defined in the Stockholders Agreement) from
the date it was originally made.
This Addendum is dated as of the 18th day of August, 1999.
LKQ CORPORATION PMM LKQ INVESTMENTS
LIMITED PARTNERSHIP II
By: /s/Victor M. Casini /s/Paul M. Meister
--------------------------------------- -----------------------------------
Name: Victor M. Casini Name: Paul M. Meister
Title: Vice President and General Counsel Title: Manager-Member, PMM LKQI GP,
LLC (the general partner of PMM
LKQ Investments Limited
Partnership II)
59