LKQ-EX10.1_2013.6.30


Exhibit 10.1


	
			
	 
	 
	 

	 
	SALE AND PURCHASE AGREEMENT


	 

	 
	 
	 

	 
	PROJECT CARCARE
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 










	
	
	23 April 2013



















CONTENTS
	
				
	1.
	DEFINITIONS AND INTERPRETATION
	3
	


	2.
	SALE AND PURCHASE OF THE SHARES
	4
	


	3.
	LEAKAGE AND PERMITTED LEAKAGE
	6
	


	4.
	PRE-COMPLETION COVENANTS
	8
	


	5.
	COMPLETION
	12
	


	6.
	POST-COMPLETION COVENANTS
	14
	


	7.
	SELLERS' WARRANTIES
	17
	


	8.
	TAX COVENANT
	19
	


	9.
	LASAULEC INDEMNITY
	19
	


	10.
	CLAIMS AND LIMITATION OF LIABILITY
	20
	


	11.
	DUE DILIGENCE INVESTIGATION / AWARENESS OF CLAIMS
	27
	


	12.
	PURCHASER'S WARRANTIES
	27
	


	13.
	ESCROW AGREEMENTS
	28
	


	14.
	RESTRICTIVE COVENANTS
	29
	


	15.
	CONFIDENTIALITY
	29
	


	16.
	SATOR NAME
	30
	


	17.
	MISCELLANEOUS
	30
	


	18.
	GOVERNING LAW AND DISPUTE SETTLEMENT
	33
	












(i)




	
			
	SCHEDULES
	 

	Schedule
	B
	Corporate chart

	Schedule
	1.1
	Definitions

	Schedule
	2.2
	Deed of Transfer

	Schedule
	2.7.1
	W&I Insurance Policy

	Schedule
	3.2
	Leakage Notice

	Schedule
	4.4
	Guarantee LKQ Corporation

	Schedule
	4.5
	Press releases

	Schedule
	5.3.a
	Notary Letter

	Schedule
	5.3.b
	Completion Agenda

	Schedule
	6.6.7
	Form of assignment agreement

	Schedule
	6.7
	Purchase Programme Nipparts

	Schedule
	7.2
	Sellers' Warranties

	Schedule
	8
	Tax

	Schedule
	10.7.1.a
	Accounts

	Schedule
	11.1.a
	Data Room DVD

	Schedule
	11.1.a(ii)
	Disclosure Letter

	Schedule
	12.1
	Purchaser's Warranties

	Schedule
	13.1
	Escrow Agreement

	Schedule
	13.2
	Tax Escrow Agreement

	Schedule
	14
	Restrictive covenants











ii


Execution version


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


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


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


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


Seller A, Seller B, and Seller C hereafter collectively referred to as the "Sellers" and each individually as a "Seller"; the Sellers and the Purchaser hereafter jointly referred to as the "Parties", and each individually a "Party".
RECITALS:
		
	A.
	Seller A, Seller B and Seller C together hold all issued and outstanding shares (the "Shares") in the capital of SATOR BEHEER B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands, with registered seat in Amsterdam, the Netherlands, registered with the trade register of the Chamber of Commerce under number 34341147 ("Company").


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





1


Execution version


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


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


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


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


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


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





2


Execution version




IT IS HEREBY AGREED AS FOLLOWS: 
		
	1.
	DEFINITIONS AND INTERPRETATION


		
	1.1.
	Definitions


In this Agreement, save where explicitly provided otherwise, capitalised words and expressions have the meanings specified or referred to in Schedule 1.1.
		
	1.2.
	Interpretation


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


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


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


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


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


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


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


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





3


Execution version


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


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


		
	1.3.
	Drafting


The provisions of this Agreement shall not be interpreted adversely against a Party for the reason that such Party or any of its advisors was or were, or is or are deemed to have been, responsible for the drafting of that provision. 
		
	2.
	SALE AND PURCHASE OF THE SHARES


		
	2.1.
	Sale and purchase


Subject to the terms and conditions of this Agreement:
		
	a.
	Seller A hereby sells its part of the Shares to the Purchaser and the Purchaser hereby purchases such Shares from Seller A;


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


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


		
	2.2.
	Transfer


Subject to the terms and conditions of this Agreement, the transfer of the Shares ("Completion") shall take place free from any and all Encumbrances on 1 May 2013 or such other date agreed in writing by the Parties (the "Completion Date"), by executing the deed of transfer of shares, substantially in the form attached hereto as Schedule 2.2 (the "Deed of Transfer").
		
	2.3.
	Effective Date


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



4


Execution version


the avoidance of doubt, it being agreed that Permitted Leakage shall not constitute Leakage).
		
	2.4.
	Purchase Price


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


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


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


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


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


		
	(v)
	the Net Permitted Leakage Amount; minus  


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


		
	2.5.
	Payment


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


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


		
	2.6.
	Refinancing


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





5


Execution version


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


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


		
	2.7.
	W&I Insurance Policy


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


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


		
	3.
	LEAKAGE AND PERMITTED LEAKAGE


		
	3.1.
	Leakage


In accordance with Clause 2.4, the Purchase Price shall be reduced by an amount equal to the net effects (after deducting any Leakage Tax Benefit) of any Leakage, in the period as of the Effective Date up to and including the Completion Date (the "Net Leakage Amount"), and the net effects of any Permitted Leakage (the "Net Permitted Leakage Amount"). 
		
	3.2.
	Leakage notice


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





6


Execution version


Amount (the "Leakage Notice") at least two (2 days) prior to the Completion Date. A draft Leakage Notice is attached hereto as Schedule 3.2 (the "Draft Leakage Notice"), it being specifically agreed and understood between the Parties that for each individual line item the respective Tax Benefit amounts in the Draft Leakage Notice will in the Leakage Notice not change as a percentage of the respective Gross Amount and the respective VAT percentage in the Leakage Notice will be the same percentage as used in the Draft Leakage Notice.
		
	3.2.2.
	The Leakage Notice shall be binding for the purposes of determining the Purchase Price payable at Completion and shall only be subject to challenges in accordance with Clause 3.3.


		
	3.3.
	Procedure for Additional Leakage


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


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


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


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


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





7


Execution version


Leakage Amount or the Net Additional Leakage Amount, if any, within twenty (20) Business Days of its appointment;
		
	d.
	the Independent Expert shall be entitled to determine the procedure applicable to its determination;


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


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


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


		
	4.
	PRE-COMPLETION COVENANTS


		
	4.1.
	General conduct


Subject to Clause 4.3, between the Signing Date and the Completion Date, the Sellers shall procure that each Group Company shall: 
		
	a.
	carry on its part of the Business in the ordinary course and in accordance with past practices; and


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


		
	4.2.
	Consent matters


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





8


Execution version


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


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


		
	(iii)
	issue any depositary receipts;


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


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


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


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


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


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


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


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


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


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





9


Execution version


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


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


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


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


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


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


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


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


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





10


Execution version


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


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


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


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


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


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


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


4.4.    LKQ Corporation guarantee
The Purchaser's ultimate parent company, LKQ Corporation, has confirmed to the Sellers that it guarantees full and timely performance of all of the Purchaser's obligations under this Agreement (and those of the Purchaser's assignees, if any) for the benefit of the Sellers and their assignees (if any). The guarantee from LKQ Corporation is attached to this Agreement as Schedule 4.4.
4.5.    Communications to Employees and commercial relations
As soon as reasonably possible following the Signing Date, the Parties will jointly advise the Employees (as defined below) and key customers and suppliers of the Group of the Transaction. The Parties have agreed, or will agree in good faith, on 



11


Execution version


the identity of the key customers and suppliers of the Group that are to be informed of the Transaction. For the avoidance of doubt, it is agreed that no event that may occur in relation to these communications shall affect the Parties' obligations to proceed with Completion. The press releases and communications to be issued and communicated by the respective Parties are attached to this Agreement as Schedule 4.5. 
4.6.    Communications with Financing Banks
As referred to in Clause 2.6, as soon as reasonably possible following the Signing Date, the Purchaser and the Sellers will jointly approach the Financing Banks with a view to enable the Purchaser to determine whether it wishes for, and whether the Financing Banks are willing to allow for, the Existing Financing Facilities to remain in place (thus avoiding any break fees, prepayment fees or waiver fees becoming payable to the Financing Banks).
		
	4.7.
	Non-compete agreements


Between the Signing Date and the Completion Date, the Purchaser may discuss non-compete agreements with certain key employees identified by the Purchaser, with a view to obtain executed non-compete agreements from such individuals. Upon the Purchaser's request, the Sellers will reasonably cooperate with the Purchaser in this respect. For the avoidance of doubt it is acknowledged that no other obligation in this respect shall rest with the Sellers and the execution of non-compete agreements is not a condition to Completion in any way.
		
	5.
	COMPLETION


		
	5.1.
	Date and place


Completion shall occur at the Amsterdam offices of Baker & McKenzie, Claude Debussylaan 54, 1082 MD Amsterdam, The Netherlands, beginning at 00.01 a.m. CET (or such other time agreed between the Parties) on the Completion Date.
		
	5.2.
	Payment


The Purchaser shall procure that no later than one (1) Business Day prior to the Completion Date the Purchase Price, the W&I Insurance Premium and the Refinancing Amounts have been received by the Notary in the Notary's Account, in immediately available funds and with value on the Completion Date, this transfer being sufficient to instruct and authorise the Notary:
		
	a.
	subject to the Deed of Transfer having been executed, to hold such amounts for and on behalf of the Sellers, the Financing Banks providing the Existing Financing Facilities and the W&I Insurance Company and to transfer it to the 





12


Execution version


Sellers, the Financing Banks and the W&I Insurance Company in accordance with Clause 5.3.d; or
		
	b.
	if the Deed of Transfer is not executed at 23:59 CET on the Completion Date, to return such amounts to the Purchaser, 


all in accordance with the Notary Letter (as defined below).
		
	5.3.
	Completion events


After confirmation by the Notary that the Purchase Price has been received in the Notary's Account, the following shall occur on the Completion Date (to the extent not duly completed prior to the Completion Date), in the order stated in this Clause 5.3:
		
	a.
	the Parties and any other relevant party shall sign the notary letter substantially in the form attached as Schedule 5.3.a (the "Notary Letter");


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


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


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


all in accordance with the Notary Letter.
		
	5.4.
	Breach of Completion obligations


If any Party fails to comply with any of its obligations under Clause 5, the non-defaulting Parties shall be entitled, in addition and without prejudice to all other rights and remedies available to it (including any right to claim payment of damages), through a written notification to the defaulting Party:
		
	a.
	to require the defaulting Party to proceed with, and effect, Completion to the extent practicable (taking into consideration the defaults that have occurred) and set a new date for the finalization of Completion through the effecting of the remaining obligations and actions as set out in the Completion Agenda on such date, in which event:


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





13


Execution version


is agreed that in that event the Completion Date shall, for the purposes of this Clause 5.4, be on this later date and that the Parties' rights under this Clause 5.4 shall remain in effect); and
		
	(ii)
	if the Purchaser is the defaulting Party, in addition to any other accrued interest, an amount equal to the commercial statutory interest (wettelijke handelsrente) as defined in article 6:119a of the Dutch Civil Code (at the then applicable rate) shall accrue on the Purchase Price from the date originally set for Completion until the date of payment of the Purchase Price; or


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


		
	6.
	POST-COMPLETION COVENANTS


		
	6.1.
	Further assurances


On or after Completion, each Party shall, at its own expense, execute and perform (or procure to be executed and performed by any other relevant Person) all such deeds, documents, acts and activities as may from time to time reasonably be required in order to vest all the Shares in the Purchaser or as otherwise may be necessary to give full effect to this Agreement.
		
	6.2.
	Access to information & retention of records


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


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





14


Execution version




		
	6.3.
	Release of Sellers


Subject to Completion taking place, the Parties shall ensure, with effect as of Completion, the release of the Sellers from any (joint and/or several) guarantees or liability given by, assumed by or binding upon the Sellers in relation to any liability of the Group Companies (including the Existing Financing Facilities). Subject to Completion taking place, the Purchaser shall, and shall procure that the Group Companies shall, indemnify the Sellers for any liability, costs and expenses incurred by the Sellers as a result of any (joint and/or several) guarantees or liability given by, assumed by or binding upon the Sellers in relation to any liability or liabilities of any Group Companies (including the Existing Financing Facilities).
		
	6.4.
	Release of Claims against Group Companies


The Sellers confirm and agree that (i) the Sellers nor H2 Equity Partners have any claims of any nature whatsoever against any of the Group Companies, with the exception of management fees set forth in the Leakage Notice and (ii) subject to Completion having taken place any and all agreements between the Sellers and/or H2 Equity Partners on the one hand and any of the Group Companies on the other hand shall be deemed terminated without liability to the Group Companies.
		
	6.5.
	Sellers’ Guarantees


Prior to Completion and with the exception of the Existing Financing Facilities, the Sellers will assume, or procure the release as of the Completion Date of, or procure the release of the Group Companies under, all guarantees and other securities of any kind issued to secure obligations of the Sellers (the “Sellers’ Guarantees”) that the Group Companies have executed or assumed or to which they are subject. The Sellers will indemnify and hold harmless (schadeloos stellen en vrijwaren) the Purchaser and the Group Companies from any and all loss or expense arising directly or indirectly or in connection with any Sellers’ Guarantees after the Signing Date.
		
	6.6.
	Nipparts Claim Proceeds


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


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





15


Execution version


Affiliates) as the Sellers will direct within seven (7) Business Days after the Purchaser or any of the Group Companies has collected the Nipparts Claim Proceeds. 
		
	6.6.3.
	The Sellers will be entitled to conduct the litigation and negotiations in relation to the Nipparts Claim, and the Purchaser will procure that the Group shall adhere to the Sellers' instructions in this respect and where so required by the Sellers grant them power of attorney to represent the Group. The Sellers shall indemnify and compensate the Group for the net third party costs (after Tax) of such litigation incurred after the Effective Date, including without limitation the legal fees, auditors fees, court fees, expert fees and consultants fees incurred by the Group on the designation of the Sellers). The Parties agree that the provisions of Clause 10 (Claims and Limitation of Liability) do not apply to the indemnity in this Clause 6.6. For the avoidance of doubt none of the disclosures made by the Sellers or any information obtained by the Purchaser in connection with this Agreement shall limit or affect any of the indemnities set forth in this Clause 6.6. 


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


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


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


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





16


Execution version


Group for the net third party costs (after Tax) of the Nipparts litigation to an entity designated by them at any time before or after Completion. Following such assignment, the Sellers shall no longer have any rights or obligations in this respect, unless the assignee is in breach of this obligation to indemnify and compensate the Group, in which case the Sellers will not be relieved from their obligations under these agreements. The Purchaser will provide its full and timely cooperation for such assignment and  transfer. An agreed form of assignment agreement is attached hereto as Schedule 6.6.7.
		
	6.7.
	Synergy programs


The terms and conditions of the purchase programme between the Group and Unipart Automotive Limited ("Unipart") are attached to this Agreement as Schedule 6.7.
		
	7.
	SELLERS' WARRANTIES


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


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


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


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


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


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





17


Execution version


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


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


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


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


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


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


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


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


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


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


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


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





18


Execution version


transactions contemplated by this Agreement. The Purchaser agrees that no warranty, guarantee or any other form of comfort, whether express or implied, is given relating to any forward looking statements, forecasts, estimates, interpretations, analysis or projections, whether or not part of the Disclosed Information.
		
	7.4.
	The Sellers hereby agree with the Purchaser to waive any rights which they may have in respect of any misrepresentation or inaccuracy in, or omission from, any information or advice supplied or given by any of the members of the Group or their officers, directors, employees or advisors in connection with the giving of the Sellers’ Warranties and the preparation of the Disclosure Letter, except to the extent such members of the Group or their officers, directors, employees or advisors have acted fraudulently or their acts or omissions constitute intentional misrepresentation or wilful misconduct.


		
	8.
	TAX COVENANT


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


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


		
	9.
	LASAULEC INDEMNITY


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





19


Execution version


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


		
	10.
	CLAIMS AND LIMITATION OF LIABILITY


		
	10.1.
	Liability for Breaches


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


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


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


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


		
	10.2.
	Procedure for claims


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



20


Execution version


out in this Agreement, a failure by the Purchaser and/or the Group to duly notify the Sellers in accordance with this Clause 10.2 shall not limit the Purchaser's rights under this Agreement, but shall reduce the Losses by the amount of the Losses attributable to such failure or delay.
		
	10.3.
	Thresholds


The Sellers shall not be liable for any claim in connection with a breach of the Sellers’ Warranties unless:
		
	a.
	the Loss for the Purchaser for such individual claim exceeds an amount of EUR 125,000 (one hundred twenty-five thousand euros), provided that claims arising out of the same or series of connected events may be aggregate for these purposes (such claim a "Qualifying Claim"); and


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


In the event the aggregate amount of all Qualifying Claims exceeds the aforementioned threshold, the Sellers' liability shall extend to the whole amount of all Qualifying Claims and shall not be limited to the excess.
		
	10.4.
	Maximum liability


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


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


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


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


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





21


Execution version


		
	10.5.
	Time limitation


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


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


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


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


		
	10.6.
	Sources of remedy


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


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


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


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





22


Execution version


the Sellers' Warranties and Tax indemnity. In this respect, the Purchaser agrees and acknowledges that:
		
	a.
	it shall exclusively rely on the W&I Insurance Policy for the payment of any Losses under or in connection with the Sellers’ Warranties in excess of the amount of the Sellers' aggregate own liability as set out in Clause 10.4.1.c;


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


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


		
	10.7.
	Exclusions 


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


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


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


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





23


Execution version


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


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


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


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


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


		
	10.8.
	No double claims


The Sellers shall not be liable under this Agreement more than once in respect of the same Loss. The Sellers shall not be liable under this Agreement for (i) the 7 February 2013 VDD reports that the Group's 2012 “normalised pro forma EBITDA” was EUR 26,209,000, which is EUR 291,000 less than the EBITDA as communicated by the Sellers in writing, and (ii) the Group's bad debt expense adjustment to its normalised 2012 EBITDA was calculated incorrectly, which understated the expense and overstated 2012 pro forma EBITDA by EUR 134,000 (a portion of which is attributable to the fact that no bad debt expense (at normal run rate) was calculated on the Nipparts related sales).
		
	10.9.
	Positive effects 


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



24


Execution version


or matters giving rise to the claim for any member of the Purchaser's Group, including a positive effect relating to a Tax saving, reduction or reimbursement, less any reasonable third party costs actually incurred in realising such positive effects.
		
	10.10.
	Third party recovery


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


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


		
	10.11.
	Conduct of third party claims


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





25


Execution version


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


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


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


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


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


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


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


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





26


Execution version


give notice as contemplated by Clause 10.11.2 and such time as any final compromise, agreement, expert determination or non-appealable decision of a court or tribunal of competent jurisdiction is made in respect of the third party claim, the following shall apply: 
		
	a.
	the Purchaser shall, and shall procure that the relevant Group Companies shall, keep the Sellers informed in all reasonable detail of the progress of and any relevant development in relation to the third party claim and reasonably consult with the Sellers in relation to the conduct of the third party claim, including any appeal, dispute, compromise or defence in relation thereto;


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


		
	11.
	DUE DILIGENCE INVESTIGATION / AWARENESS OF CLAIMS


		
	11.1.
	The Purchaser acknowledges and confirms that:


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


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


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


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


		
	12.
	PURCHASER'S WARRANTIES


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





27


Execution version


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


		
	13.
	ESCROW AGREEMENTS


		
	13.1.
	Escrow Agreement


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


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


		
	13.2.
	Tax Escrow Agreement


As additional security for the due fulfilment of the obligations of the Sellers under Schedule 8 and paragraph 7 (Sellers' Warranties - Tax) of Schedule 7.2 of this Agreement, the Sellers shall on the Completion Date provide the Purchaser with an additional escrow agreement, substantially in the form as attached as Schedule 13.2 (the "Tax Escrow Agreement"), whereby the amount of EUR 2,000,000 (two million euros) (the "Tax Escrow Amount") shall be transferred to the escrow account (the “Tax Escrow Account”) in accordance with the terms of this Agreement. The Tax Escrow Agreement shall expire on 15 December 2016, if and to the extent no claims have been made by the Purchaser against the Sellers under Schedule 8 or paragraph 7 (Sellers' Warranties - Tax) of Schedule 7.2.
		
	13.3.
	Assignment of Escrow Agreement and Tax Escrow Agreement


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



28


Execution version


obligations in this respect, unless the assignee is in breach of any obligations under the Escrow Agreement or Tax Escrow Agreement, in which case the Sellers will not be relieved from their obligations under these agreements. The Purchaser will provide its full and timely cooperation for such assignment and  transfer. An agreed form of assignment agreement is attached hereto as Schedule 6.6.7.
		
	14.
	RESTRICTIVE COVENANTS


Schedule 14 (Restrictive Covenants) sets out the restrictive covenants agreed between the Parties.
		
	15.
	CONFIDENTIALITY


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


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


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


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


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


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


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





29


Execution version


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


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


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


		
	16.
	SATOR NAME


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


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


		
	17.
	MISCELLANEOUS


		
	17.1.
	Notices


All communications, notices and disclosures required or permitted by this Agreement shall be in writing and shall be sent to the following addressees, either by prepaid registered mail (with return receipt requested) or courier providing proof of delivery, unless and until a Party notifies the other Party in accordance with this Clause 17.1 of another address in the Netherlands:
If to H2 Sator B.V.:
H2 Sator B.V.
Attn: the Board



30


Execution version


	
		
	Oosteinde 19
	 

	1017 WT Amsterdam
	 

	The Netherlands
	 

	 

	If to Holding Sator Management B.V.
	 

	Holding Sator Management B.V.
	 

	Attn: the Board
	 

	Riederhagen 5
	 

	2993 XE  Barendrecht
	 

	The Netherlands
	 

	 
	 

	If to Coöperatieve H2 Sator U.A.:
	 

	Coöperatieve H2 Sator U.A.
	 

	Attn: the Board
	 

	Oosteinde 19
	 

	1017 WT Amsterdam
	 

	The Netherlands
	 

	 
	 

	If to the Purchaser:
	 

	LKQ Netherlands B.V.
	 

	Attn: the Board
	 

	's-Gravelandseweg 379
	 

	3125 BJ Schiedam
	 

	The Netherlands
	 

	 
	 

	With a copy to:
	 

	LKQ Corporation
	 

	Attn: General Counsel
	 

	500 W. Madison Street
	 

	Suite 2800
	 

	Chicago IL 60661
	 

	USA
	 




		
	17.2.
	Assignment


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



31


Execution version


relevant Party having made the assignment shall procure that the rights so assigned shall be reassigned to it by such assignee.
		
	17.3.
	Costs and expenses


Each Party shall bear its own costs, charges and expenses in relation to the negotiation, preparation, execution and implementation of this Agreement, provided that all costs associated with the Notary (including the execution of the Deed of Transfer) shall be exclusively borne by the Purchaser.
		
	17.4.
	Entire agreement


This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, undertakings or statements regarding such subject matter. The Purchaser waives all rights it may have under Title 1 of Book 7 of the Dutch Civil Code in relation to this Agreement and the Transaction.
		
	17.5.
	Amendment


Any amendment or variation of this Agreement is not valid unless it is agreed between all Parties in writing. Each Party waives its right to seek amendment of this Agreement in court or in any other manner.
		
	17.6.
	Partial invalidity


If any provision of this Agreement is or becomes invalid or non-binding, the Parties shall remain bound by all other provisions hereof. In that event, the Parties shall replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of such provision and this Agreement.
		
	17.7.
	No rescission / nullification


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


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


		
	17.8.
	Counterparts


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



32


Execution version


one counterpart. Each counterpart, when executed, shall constitute an original, and all the counterparts shall together constitute one and the same instrument.
		
	18.
	GOVERNING LAW AND DISPUTE SETTLEMENT


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


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


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






- Signature page to follow –





33


Execution version


Signature page – Project CarCare SPA




Thus agreed upon and executed.
	
			
	 
	 
	 

	 
	 
	 

	 
	 
	 

	/s/ P.H.L. KALVERBOER
	 
	/s/ P.H.L. KALVERBOER

	H2 SATOR B.V.
	 
	COOPERATIEVE H2 SATOR U.A.

	By: P.H.L. Kalverboer
	 
	By: P.H.L. Kalverboer

	Function:  Director
	 
	Function: Director

	Date:  23/4/2013
	 
	Date:  23/4/2013

	Place:  Amsterdam
	 
	Place:  Amsterdam

	 
	 
	 

	 
	 
	 

	 
	 
	 

	/s/ M.T. WELLING
	 
	/s/ J.P. KRUIJER

	HOLDING SATOR MANAGEMENT B.V.   
	 
	HOLDING SATOR MANAGEMENT B.V.

	By:  M.T. Welling
	 
	By:  J.P. Kruijer

	Function:  Director
	 
	Function:  Director

	Date:  23-04-2013
	 
	Date:  23-04-2013

	Place:  Schiedam
	 
	Place:  Schiedam

	 
	 
	 

	 
	 
	 

	 
	 
	 

	/s/ J.S. QUINN
	 
	 

	LKQ NETHERLANDS B.V.
	 
	 

	By: J.S. Quinn
	 
	 

	Function: Director
	 
	 

	Date:  April 23, 2013
	 
	 

	Place:  Chicago
	 
	 









34




Schedule 1.1
Definitions



Execution version




SCHEDULE 1.1                                  DEFINITIONS
In this Agreement, save where explicitly provided otherwise, capitalised words and expressions have the following meanings:
	
		
	Accounts
	the audited accounts of the Company as at the Accounts Date consisting of the consolidated accounts of the Group Companies as at the Accounts Date, consisting of the consolidated balance sheet of the Company as at the Accounts Date and the consolidated profit and loss account of the Company for the financial period ending on the Accounts Date, including the explanatory notes, the directors' report and the auditor's opinion, as attached hereto as Schedule 10.7.1.a;

	Accounts Date
	means 31 December 2012;

	Additional Leakage
	means any Leakage determined in excess of the Leakage set out in the Leakage Notice;

	Affiliates
	an "Affiliate" of any person means any other person who, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person; and for these purposes "controlling person" means any person who controls any other person; "control" (including the terms "controlling", "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management, policies or activities of a person whether through the ownership of securities, by contract or agency or otherwise; and for these purposes the term "person" is deemed to include a company and a partnership; for the avoidance of doubt, "Affiliate" includes shareholders holding an interest of at least 50%, subsidiaries (dochtermaatschappijen) and group companies (groepsmaatschappijen) within the meaning of Sections 2:24a and 2:24b respectively of the Dutch Civil Code;

	Agreement
	this share purchase agreement;

	Business
	has the meaning given in Recital B;

	Business Day
	any day (other than a Saturday or a Sunday) on which banks are open for normal banking business in the Netherlands;









2


Execution version


	
		
	Company
	has the meaning given in Recital A;

	Completion
	has the meaning given in Clause 2.2;

	Completion Agenda
	has the meaning given in Clause 5.3.a;

	Completion Date
	has the meaning given in Clause 2.2;

	Confidentiality Agreement
	has the meaning given in Recital D;

	Data Room
	the electronic data room made available to the Purchaser and its advisors (i) during the period starting February 6, 2013 and ending February 28, 2013, containing information and documents in relation to the Shares, the Business, the Group and its assets and liabilities (including the questions raised and answers provided in relation to the Due Diligence Investigation), and (ii) during the period from March 1, 2013 to March 28, 2013, containing additional information, the contents of which data room are stored on the DVD as attached hereto as Schedule 11.1.a;

	Deed of Transfer
	has the meaning given in Clause 2.2, and will be executed substantially in the form attached as Schedule 2.2;

	Disclosed Information
	means the Data Room, the Vendor Due Diligence Reports, the Management Presentations, this Agreement and the Schedules and Annexes thereto (including for the avoidance of doubt, the Disclosure Letter);

	Disclosure Letter
	the letter from the Sellers which is of the same date as this Agreement (attached hereto as Schedule 11.1.a(ii)) and which qualifies and limits the Sellers' Warranties;

	Draft Leakage Notice
	has the meaning given in Clause 3.2.1;

	Due Diligence Investigation
	the Purchaser's due diligence investigation as described in Clause 11;

	Effective Date
	has the meaning given in Clause 2.3;

	Employees
	means the employees of the Group Companies;

	Encumbrance
	means any mortgage, assignment of receivables, debenture, lien, charge, restriction, pledge, claim, title retention, right to acquire, (security) interest, conversion right, option, right or pre-emption or right of first refusal, usufruct (“vruchtgebruik”), third party right or interest, limited right (“beperkt recht”) or any other encumbrance, attachment (“beslag”) or (security) interest or any other type of preferential arrangement having similar effect;









3


Execution version


	
		
	Equity Value
	has the meaning given in Clause 2.4;

	Escrow Account
	has the meaning given in Clause 13.1;

	Escrow Agreement
	has the meaning given in Clause 13.1;

	Escrow Amount
	has the meaning given in Clause 13.1;

	Existing Financing Facilities
	means the following financing facilities:
d.     ABNAMRO Bank NV:
o    Long Term: Term Loan Facilities A & B; 
o    Short term: Current account facility (maximum €17.000.000);
e.    ABNAMRO Commercial Finance BV:
o    Current account facility (maximum € 20.500.000);
f.    BNP Paribas Fortis Factor NV:
o    Current account facility (maximum € 12.000.000); and
g.    BNP Paribas Factor SA:
o    Current account facility (maximum € 10.000.000);

	Fairly Disclosed
	means disclosed in sufficient detail to enable a reasonably acting purchaser with the assistance of professional advisers to make a reasonably informed assessment of the facts, matters or information concerned and their nature and effect; matters that appear from a prima facie review of the Disclosed Information shall in any event be deemed Fairly Disclosed;

	Financing Banks
	means ABN AMRO Bank N.V., ABN AMRO Commercial Finance B.V., BNP Paribas Fortis Factor NV and BNP Paribas Factor SA;

	Group
	has the meaning given in Recital B;

	Group Companies
	has the meaning given in Recital B, and each of them individually a "Group Company";









4


Execution version


	
		
	H2 Equity Partners
	means H2 Equity Partners B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands with its registered seat in Amsterdam, the Netherlands, registered with the trade register of the Chamber of Commerce in the Netherlands under number 33227700;

	Imprima Statement
	has the meaning given to it in paragraph 19.2 (Information) of Schedule 7.2;

	Independent Expert
	has the meaning given in Clause 3.3.2;

	Intellectual Property
	means trademarks, service marks, trade names, domain names, logos, patents, inventions, design rights, copyrights, semi-conductor topography rights, database rights and all other similar rights in any part of the world, including know-how, and where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations;

	Law
	any international, European Union, national (including, without limitation, U.S. state and/or federal law), state, provincial or local law, regulation, order, rule, statute, administrative order or treaty, or any other legal requirement;

	Leakage
	means any of the following items taking place in the period as of the Effective Date and up to and including the Completion Date, except for those specific items set forth in the definition of Permitted Leakage:
a.    any dividends or other distributions, whether by way of share redemption, share capital reduction or otherwise, and any other payment in respect of any share capital of any Group Company, in each case whether in cash or in kind, paid or made by any Group Company to and for the benefit of any of the Sellers or their Affiliates (excluding the Group Companies);
b.    any payments (including interest or fees, such as management fees of H2 Equity Partners or associated funds) made or agreed to be made to or on behalf of, or for the benefit of, any Seller or its Affiliates (excluding the Group Companies) by or on behalf of any Group









5


Execution version


	
		
	

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









6


Execution version


	
		
	

	i.    any payments made, or costs, expenses or liabilities incurred, in relation to the (effectuation) of the Transaction, including but not limited to (i) fees and expenses of brokers and financial advisors, (ii) fees and expenses of other third parties, including but not limited to lawyers, auditors, notaries, tax advisors (iii) costs and expenses charged by any of the Sellers or any of their Affiliates in respect of the Transaction and (iv) prepayment penalties, termination fees, or other similar payment (except to the extent such payments, costs, expenses or liabilities are for the Purchaser's account pursuant to the terms of this Agreement); or
j.    any Tax Liability in respect of any of the items referred to in a. up to and including i. above,
increased with Leakage Interest, whereby the Parties agree that any such amounts actually reimbursed to the Group Companies by or on behalf of the Sellers or any of their respective Affiliates (excluding the Group Companies) prior to Completion will not be considered Leakage;

	Leakage Interest
	means interest on each Leakage as of the day each Leakage was made, paid or incurred at 3%;

	Leakage Tax Benefit
	in respect of each Leakage item: 
a.    the amount of any Tax (including VAT) recoverable or off-settable by any Group Company in connection with the Leakage item; plus 
b.    such portion of the Leakage item which is deductible for Dutch corporate income Tax purposes multiplied by twenty-five percent (25%); minus
c.    the net effects after Tax of any advisory fees reasonably and actually incurred by the Group in connection with the Leakage Tax Benefit obtained in connection with the relevant Leakage item; 

	Leakage Notice
	has the meaning given in Clause 3.2.1;

	Loss
	has the meaning defined in articles 6:95 and 6:96 of the Dutch Civil Code, including in the event of a breach of the Sellers’ Warranties, the cash amount necessary to put the Purchaser (or at the option of Purchaser, the relevant Group Company) in a position similar to the position the Purchaser or such Group Company would have been in without the relevant breach; it being understood that (i) no EBIT(DA) or similar multiple or other valuation principles used by the Purchaser in calculating the Purchase Price shall be applied with a view to calculating the Losses, (ii) recurring losses can be claimed as a Loss, (iii) Losses shall not be reduced or set-off by any currently available Tax loss carry forward (“compensabele verliezen”);







7


Execution version


	
		
	Management Presentations
	the presentations given by or on behalf of the management of the Group on 28 January 2013;

	Net Additional Leakage Amount
	has the meaning given in Clause 3.3.1;

	Net Leakage Amount
	means the Leakage less the Leakage Tax Benefit in respect of the Leakage;

	Net Permitted Leakage Amount
	means the Permitted Leakage less any related Tax Benefit in respect of the Leakage;

	Nipparts Claim
	has the meaning given in Clause 6.6.1;

	Nipparts Claim Proceeds
	has the meaning given in Clause 6.6.1;

	Notary
	J.C.C. Paans or any civil law notary (notaris) at Baker & McKenzie Amsterdam N.V. or such civil law notary's substitute;

	Notary Letter
	has the meaning given in Clause 5.3.a;

	Notary's Account
	means the notary account  (“Kwaliteitsrekening Notariaat Rekening”) of Baker & McKenzie Amsterdam N.V., with ABN AMRO Bank N.V., account number: 54.31.72.201, IBANCODE NL72 ABNA 0543172201;

	Parties
	has the meaning given in the preamble of this Agreement;

	Permitted Leakage
	means any payments and/or costs incurred in connection with:
-    the amounts payable upon effectuation of the Transaction in relation to corporate finance advisory fees, management fees for H2 Equity Partners, an amount of EUR 48,000 in management fees payable to Dryas B.V. (Mr Roggeveen), and/or management incentive fees (i.e. any transaction-related incentive fees payable to Senior Management);
-    an amount of EUR 3,750,000 in dividends, distributed to the Sellers in 2013;
-    advisory costs incurred in connection with the Nipparts litigation;
-    Data Room provider advisory costs;
-    advisory costs incurred in connection with the preparation of the Vendor Due Diligence Report;
-    legal advisory costs;
-    prepayment penalties, termination fees, or other similar payments in connection with the termination of the Existing Financing Facilities; 









8


Execution version


	
		
	Purchase Price
	has the meaning given in Clause 2.4;

	Purchaser
	has the meaning given in the preamble of this Agreement under IV;

	Purchaser's Group
	the Purchaser and its Affiliates (including, as from Completion, each Group Company), including each of their employees, representatives, agents or successors in title;

	Purchaser's Warranties
	the Purchaser's warranties as set out in Schedule 12.1;

	Qualifying Claim
	has the meaning given in Clause 10.3.a;

	Refinancing Amounts
	has the meaning given in Clause 2.6.3;

	Seller A
	has the meaning given in the preamble of this Agreement under I;

	Seller B
	has the meaning given in the preamble of this Agreement under II;

	Seller C
	has the meaning given in the preamble of this Agreement under III;

	Sellers
	means the Parties so designated in the preamble of this Agreement and each of them a "Seller";

	Sellers’ Guarantees
	has the meaning given in Clause 6.5;

	Sellers' Warranties
	the warranties as set out in Clause 7.1 and in Schedule 7.2, and each of them a "Sellers' Warranty";







9


Execution version


	
		
	Senior Management
	means the management board (statutaire directie) of the Company (i.e. Mr. M.T. Welling and Mr. J.P. Kruijer), and the Group's interim-CEO Mr A. Roggeveen;

	Shares
	has the meaning given in Recital A;

	Signing Date
	means the date of this Agreement;

	Tax Authority
	any local or national authority in any jurisdiction having the power to impose or collect Tax;

	Tax Benefit
	has the meaning given in Clause 4 of Schedule 8;

	Tax Escrow Account
	has the meaning given in Clause 13.2;

	Tax Escrow Agreement
	has the meaning given in Clause 13.2;

	Tax Escrow Amount
	has the meaning given in Clause 13.2;

	Tax Issue
	has the meaning given in Clause 7.1 of Schedule 8;

	Tax Liability
	a liability of any Group Company for any Tax, including for the avoidance of doubt, non-recoverability of VAT;

	Tax Refund
	a right to, or receipt of, a rebate, refund or repayment in respect of Tax from any Tax Authority in respect of any period up to the Effective Date, provided such right or receipt has not been included in the Accounts;

	Tax or Taxation
	any and all forms of taxation, social security charges, duties, imposts and other levies of whatever nature, including income tax, corporate income tax, capital tax, wage tax, real property tax, transfer tax, registration tax, value added tax, stamp duty, national social security contributions and employee social security contributions, customs and excise duties, environmental taxes and duties, dividend withholding tax, including any interest, penalties, surcharges, fines or other additions thereto separately or jointly due, payable, levied, imposed upon or claimed to be owned in any relevant jurisdiction, whether directly payable to any relevant Tax Authority or payable pursuant to any relevant tax sharing arrangement or agreement (including tax unity obligations and tax sharing agreements);







10


Execution version


	
		
	Transaction
	has the meaning given in Recital F;

	Unipart
	has the meaning given in Clause 6.7;

	Vendor Due Diligence Report
	the vendor due diligence report (and addendum thereto) of Deloitte Transaction Services (Financial, Tax and Pension) including the schedules and annexes thereto dated 3 January 2013 and 7 February 2013, respectively;

	W&I Insurance Company
	mean Pembroke Syndicate 4000 at Lloyd's;

	W&I Insurance Policy
	means the insurance policy issued by the W&I Insurance Company, with the Purchaser as policyholder and beneficiary to provide coverage to the Purchaser in relation to any breach of the Sellers' Warranties or the Tax indemnity included in Schedule 8, and which policy has been attached to this Agreement as Schedule 2.7.1;

	W&I Insurance Premium
	means the insurance premium including taxes and fees, which shall be deducted from the Purchase Price and paid for by the Notary, as detailed in the Notary Letter in connection with the W&I Insurance Policy, the invoice (or cost confirmation) relating to which has been attached to this Agreement as Schedule 2.7.1 and details included in the Notary Letter.













11




Schedule 2.2
Deed of Transfer







Baker & McKenzie Amsterdam N.V.
Attorneys at law, Tax advisors
and Civil-law notaries


P.O. Box 2720
1000 CS  Amsterdam
The Netherlands


Tel: +31 20 551 7555
www.bakermckenzie.nl


2013.000258.01.02/JPA/KOB
 
Draft dated April 22, 2013


For discussion purposes only
 
TRANSFER OF SHARES
SATOR BEHEER B.V.


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





Execution version


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


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


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


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


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


March nineteen hundred and sixty-six, holder of a Dutch passport with number NWD85D680,  residing at Riederhagen 5, 2993 XE Barendrecht, the Netherlands, not married, acting as:
a.     sole managing director of-and as such du1y representing-Firmare B.V., a


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



2


Execution version






Schiedam. the Netherlands, with office address at Riederhagen 5, 2993 XE Barendrecht, the Netherlands and registered with the Trade Register of the Chambers of Commerce under number 24481004 (the "Transferor C");
		
	b. 
	managing director with joint representative authority of-and as such together with Mr. Johannes Petrus Kruijer, mentioned hereafter, duly representing- Sator Beheer B.V., a private company with limited liability, organized and existing under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, with office address at 's­ Gravelandseweg  379, 3125 BJ Schiedam, the Netherlands and registered with the Trade Register of the Chambers of Commerce under number


34341147 (the "Company");


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


twenty-eighth day of August nineteen hundred and sixty-two, holder of a Dutch passport with number NM72CD1F9, residing at Wilhelminalaan 4, 2171 CS Sassenheim, municipality of Teylingen, the Netherlands, married, acting as:
		
	a. 
	managing director with joint representative  authority of-and as such together with Mr. Marc Titus Welling, aforementioned, duly representing - the Company;


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


4.     [Baker & McKenzie lawyer]


here acting upon a written power of attorney granted by:


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


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


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


private instrument attached to this deed.



3


Execution version


The appearing persons, acting as aforementioned, declared:


I.     DESCRIPTION OF THE SHARES AND INTENDED TRANSACTION:


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


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


eighty-one (17,381) ordinary shares in the issued share capital of the Company, numbered 1 up to and including 17,381, with a nominal value of one euro
(EUR 1.00) each and ten thousand (10,000) preferred shares in the issued share capital of the Company, numbered P1 up to and including P10,000, with a nominal value of one eurocent (EUR 0.01) each (collectively the "Shares A");
		
	b. 
	the Transferor B is the holder of two thousand and forty-two (2,042) ordinary shares in the issued share capital of the Company, numbered 17,801 up to and including 18,981 and 20,001 up to and including 20,861, with a nominal value of one euro (EUR 1.00) each (the "Shares B"); and


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


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


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


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


1.00) each (the "Shares C").


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


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


II.     ACQUISITION OF THE SHARES



4


Execution version












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


sixteen thousand (16,000) ordinary shares in the Company's  issued share capital and two thousand (2,000) preferred shares in the Company's issued share capital, pursuant to a share issue by the Company's deed of incorporation executed before W.A. Groen, civil-law notary in Amsterdam, on the twenty-seventh day of May two thousand and nine, which sixteen thousand (16,000) ordinary shares are converted into sixteen thousand (16,000) ordinary class A shares, pursuant to an amendment to the Company's articles of association, as laid down in a notarial deed of amendment to the Company's articles of association, executed before W.A. Groen, civil-law notary in Amsterdam, on the sixth day of July two thousand and nine, which ordinary class A shares are converted into sixteen thousand (16,000) ordinary shares numbered 1 up to and including 16,000, pursuant to an amendment to the Company's articles of association, as laid down in a notarial deed of amendment to the Company's articles of association, executed before W.A. Groen, civil-law notary in Amsterdam, on the twelfth day of February two thousand and thirteen;
inter alia one thousand three hundred and eighty-one (1,381) ordinary class A shares in the Company's share capital pursuant to a share issue by a notarial deed of issuance of shares executed before W.A Groen, civil-law notary in Amsterdam, on the sixth day of July two thousand and nine, which one thousand three hundred and eighty-one (1,381) ordinary class A shares are converted into one thousand three hundred and eighty-one (1,381) ordinary shares numbered 16,001 up to and including 17,381, pursuant to an amendment to the Company's articles of association, as laid down in a notarial deed of amendment to the Company's articles of association, executed before W.A. Groen, civil-law notary in Amsterdam, on the twelfth day of February two thousand and thirteen; and
eight thousand (8,000) preferred shares in the Company's share capital pursuant to a share issue by a notarial deed of issuance of shares executed before W.A. Groen, civil-law notary in Amsterdam, on the sixth day of July two thousand and nine.



5


Execution version








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


eight hundred and sixty-one (861) ordinary class A shares in the Company's issued share capital pursuant to a share transfer by a notarial deed of sale, purchase and transfer of shares, executed before W.A Groen, civil-law notary in Amsterdam, on the first day of March two thousand and eleven, which eight hundred and sixty-one (861) ordinary class A shares are converted into eight hundred and sixty-one (861) ordinary shares, numbered
20,001 up to and including 20,861 pursuant to an amendment to the Company's


articles of association, as laid down in a notarial deed of amendment to the Company's articles of association, executed before W.A Groen, civil-law notary in Amsterdam, on the twelfth day of February two thousand and thirteen; and
one thousand one hundred and eighty-one (1,181) ordinary shares, numbered


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


inter alia one thousand and nineteen (1,019) ordinary class A shares in the Company's issued share capital pursuant to a share transfer by a notarial deed of sale, purchase and transfer of shares, executed before a substitute of W.A Groen, civil-law notary in Amsterdam, on the thirty-flrst day of December two thousand and nine, which one thousand and nineteen (1,019) ordinary class A shares are converted into one thousand and nineteen (1,019) ordinary shares numbered 18,982 up to and including 20,000, pursuant to an amendment to the Company's articles of association, as laid down in a notarial deed of amendment to the Company's articles of association, executed before W.A Groen, civil-law notary in Amsterdam, on the twelfth day of February two thousand and thirteen;
eighty-one (81) ordinary class A shares in the Company's issued share capital pursuant to a share transfer by a notarial deed of sale, purchase and transfer
of shares, executed before W.A Groen, civil-law notary in Amsterdam, on



6


Execution version










the first day of March two thousand and eleven, which eighty-one (81) ordinary class A shares are converted into eighty-one (81) ordinary shares numbered
20,862 up to and including 20,942, pursuant to an amendment to the Company's articles of association, as laid down in a notarial deed of amendment to the Company's articles of association, executed before W.A. Groen, civil-law notary in Amsterdam, on the twelfth day of February two thousand and thirteen; and
four hundred and nineteen (419) ordinary class A shares in the Company's issued share capital pursuant to a share transfer by a notarial deed of transfer of shares, executed before a substitute of W.A. Groen, civil-law notary in Amsterdam, on the seventh day of July two thousand and eleven, which four hundred and nineteen (419) ordinary class A shares are converted into four hundred and nineteen (419) ordinary shares numbered 17,382 up to and including 17,800, pursuant to an amendment to the Company's articles of association, as laid down in a notarial deed of amendment to the Company's articles of association, executed before W.A. Groen, civil-law notary in Amsterdam, on the twelfth day of February two thousand and thirteen.


III.     TRANSFER AND PURCHASE PRICE
1.     a.  The Transferor A hereby transfers the Shares A to the Transferee, who hereby accepts the transfer of the Shares A, all in accordance with the provisions of the Agreement and of this deed.
		
	b. 
	The Transferor B hereby transfers the Shares B to the Transferee, who hereby accepts the transfer of the Shares B, all in accordance with the provisions of the Agreement and of this deed.


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


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




IV.     TRANSFER RESTRICTIONS


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





7


Execution version


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


V.     PROVISIONS


The present transfer of the Shares takes place under the following provisions: Article 1
Each of the Transferors, severally and not jointly (niet hoofdelijk) represents, warrants and undertakes (verklaart, staat er voor in en garandeert) to the Transferee, with respect to the shares the respective transferor is transferring by this deed, all within the limitations and qualifications as set forth in the Agreement and without limiting, broadening or adding to the scope of the Agreement:
a.     The Shares are validly acquired by the Transferors as described above. 
b.     The Transferors have the legal authority to transfer the Shares.
c.     The Shares are fully paid up.


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


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


f.     The Shares are not encumbered with any attachment.


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


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


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


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


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


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


Company. Article 2
The Shares are for the account of the Transferee  as of the first day of January two thousand and thirteen, such in accordance with the Agreement.
Article 3


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





8


Execution version


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


VI.     DECLARATION BY THE COMPANY


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


VII.    THE NOTARY


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


VIII.  FINAL PROVISIONS


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


WITNESSETH THIS DEED,


the original of which was drawn up and executed in Amsterdam, the Netherlands on the date in the first paragraph of this deed. The substance of this deed was stated and clarified to the appearing persons. The appearing persons declared to have taken note of the
content of this deed timely before its execution, agreed to its content and did not require a full reading of this deed. Subsequently, after limited reading in accordance with the law, this deed was signed by the appearing persons and me, notary.







9






Schedule 2.6.3
W&I Insurance Policy















Pembroke


SYNDICATE   4000  
Warranty  and Indemnity  liability   Insurance  Policy for Buyers


Pembroke   Syndicate   4000  at Lloyd's                                                         Policy  Number:  50373C13AA.
(herein  called  "the Underwriters")


Declarations








Item  1.                   Policyholder     (name  and address):
LKQ  NETHERLANDS    B.V.,  a private  company  with  limited  !iability  (bes/oten vennootschap   met  beperkte   aansprakelijkheid),    incorporated   under  the  laws of  the  Netherlands    with   its  registered   seat  in  Schiedam,    the  Netherlands, registered    with   the   trade   register   of  the   Chamber    of  Commerce    in  the Netherlands   under  number  57731306






Item 2.                    Agreement:
AGREEMENT    FOR  THE  SALE  AND  PURCHASE   OF  THE  ENTIRE  ISSUED SHARE  CAPITAL   OF  Sator  Beheer  B.v.   named  in the  agreement   dated  23
April 2013






Item 3.                  Tax  Covenant:
  The tax covenant  set out at Schedule  8 to the Agreement








Item 4.                  Limitation Clause:


Clause 10.4 of the Agreement.








Item 5.                  Policy Period for Included Non-Tax Warranties and Title Warranties:
For Title  Warranties, from  23 April  2013 to May 1, 2018  both days inclusive
For all other Included Non-Tax Warranties, from  23 April  2013 to
November 1, 2014  both days inclusive.   United  Kingdom  time.








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


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

















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






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








Item 9.                    Targets:
Sator  Beheer  B.V. and the Subsidiaries  as defined  in the Agreement.








Item 10.                  Team Members:
Walter  Hanley,  Senior  Vice  President  of Development Victor  Casini,  Senior  Vice  President  & General  Counsel Vaughn  Hooks,  Vice  President  - Taxes










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







Contents


	
			
	Declarations
	1
	


	Insuring Clause
	4
	


	Definitions
	4
	


	Exclusions
	7
	


	Limit of Liability
	7
	


	Excess
	8
	


	Non-accumulation
	8
	


	Reporting, Notice and Other Conditions
	8
	


	Warrantor's Admission
	9
	


	Notice
	9
	


	Subrogation
	9
	


	Alteration and Assignment
	10
	


	Rights of Action and Position of Warrantor
	10
	


	Premium
	10
	


	Non-Avoidance
	10
	


	Termination
	10
	


	Choice of Law and Forum
	11
	


	Warranty and Indemnity Schedule
	12
	


















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




Insuring Clause


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






Definitions


2.           In this Policy the word 'person(s)" wherever t appears, means legal or natural  person(s)
unless otherwise  specified. When used in bold type in this Policy:


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


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


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


Claim means:


(a)         a written demand;


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




(c)          a criminal proceeding; or


(d)         a formal administrative or formal regulatory proceeding, 


against the Policyholder or a Target


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


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




(iii)         containing any allegation in which, if substantiated, would show that an Included
Warranty has been breached; or


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




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


Completion means  completion   as provided  for in the Agreement. 


Damages   means  damages   including  any Defence   Costs   incurred,  but:







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




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


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


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


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


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




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


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


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


Included Tax Warranty means a warranty marked as "Included" or "Included as re-written below" in Part B of the Warranty and Indemnity Schedule.
Included Warranty means an Included Non-Tax Warranty or an Included Tax Warranty. Indemnity Event means a circumstance or event which:
(a)        is covered by an Included Indemnity;  


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


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


Insured Loss means an amount equal to:


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











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




but does not include matters uninsurable under English law.




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


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


Policyholder means the person stated in Item 1 of the Declarations. Policy Period means:
		
	(a)
	in relation to cover under this Policy  for  Insured  loss   relating to breach of an Included   Non-Tax  Warranty  or relating to  a  circumstance or  event which  is covered by an Included  Non-Tax Indemnity, the period of time stated in Item 5 of the Declarations; and




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




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


Pollution means:


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




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




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


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









Target means an entity which is stated in Item 9 of the Declarations.
Tax Covenant  means the document stated in Item 3 of the Declarations. 
Team Member means a person who is stated in Item 10 of the Declarations. 
Title Warranties  means the warranties set out a clause 7.1 of the Agreement.
Warrantor  means a person who has given an Included  Warranty  or Included  Indemnity. Warranty  means a warranty listed in Part A or Part B of the Warranty  and  Indemnity Schedule.




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


Warranty Event  means  a breach  of an Included Warranty which:


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


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




Exclusions


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


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




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




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




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


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


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











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




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




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






Limit  of  Liability


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




Excess


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






Non-accumulation


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






Reporting, Notice and Other Conditions


7.
A. The Policyholder shall:


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




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






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









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


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




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












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


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




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




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




Warrantor's Admission


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




Other Insurance


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









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


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




Notice


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




Lloyd's Syndicate 4000
2nd Floor South, 3 Minster Court, Mincing Lane
London EC3R 700


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


Subrogation


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






Alteration  and Assignment


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






Rights of Action  and Position of Warrantor


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













Premium


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




Non-Avoidance


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




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






Termination


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








Choice of Law and Forum


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













































Warranty  and Indemnity  Schedule


	
				
	Part A: Non-Tax Warranties
	 

	

(1 )
Warranty paragraph  reference
	

(2)
Included
	

, (3)
Not Included
	

(4}
Included as re-written below

	Clause 7.1 of the Agreement
	x
	 
	


	The Following Warranties contained in schedule 7.2 of the Agreement
	 
	 
	 

	1
	x
	 
	 

	2
	x
	 
	 

	3
	x
	 
	 

	4
	x
	 
	 

	5
	x
	 
	 

	6
	x
	 
	 

	7
	x
	 
	 

	8
	x
	 
	 

	9
	x
	 
	 

	10
	x
	 
	 

	11
	x
	 
	 

	12
	x
	 
	 

	13
	x
	 
	 

	14
	x
	 
	 

	15
	x
	 
	 

	16
	x
	 
	 

	17
	x
	 
	 

	18
	x
	 
	 

	19.1
	

	 
	Covered on the basis that the warranty is covered by the Sellers' awareness as defined  in  Clause  1.2 under j  of the Agreement.













Part B: Tax Warranties	
				
	(1)
	(2)
	(3)
	: (4)

	Warranty paragraph  reference
	Included
	Not Included
	Included as re-written below

	The      following      Warranties                                                          Not Applicable

	contained  in   Schedule 7.2 of
the Agreement:
	 
	 
	 

	7
	ü
	 
	 

	 
	 
	 
	 

	Part C: Tax Indemnity
	 
	 
	 

	 
	 
	 
	 

	(1)
	(2)
	(3)
	(4)

	Clause reference
	Included
	Not Included
	Included as re-written below

	Paragraph 1.1 of Schedule 8 to the Agreement:
	ü
	 
	 

	 
	 
	 
	 

	Part D: Non-Tax Indemnities
	 
	 
	 

	 
	 
	 
	 

	(1)
	(2)
	(3)
	(4)

	Clause reference
	Included
	Not Included
	Included as re-written below

	NA
	 
	 
	 



















NOTICE  TO THE  INSURED


Data  Protection Act 1998
We may store your information on a computer and use it for administration,   risk assessment, research  and statistical  purposes, marketing purposes and for crime prevention (see further details below). We will only disclose your personal details to third parties, if it is necessary  for the performance   of your contract  with us.
In order  to  assess  the terms of the insurance contract or administer claims that arise, we may need to collect  data that the Data Protection Act defines as sensitive, such as medical history or criminal convictions. By proceeding with this contract you will signify your consent to such information being processed by us or our agents.
We will keep your information secure at all times. In certain circumstances, for example  for systems   administration purposes, we may have to transfer your information to another country, which may be a country  outside  the European  Econom!c  Area (EEA).  By proceeding with  your  insurance   application,   we will assume you are agreeable for us to transfer your
information to a country outside the EEA.
Should you wish to  receive a copy of the information we hold on you, please contact the Compliance Officer,  Lloyd's Syndicate 4000, Box 146, Lloyd's, 1 Lime Street, London  EC3M
7HA.


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


Director of Claims
Lloyd's Syndicate 4000
2nd Floor South,
3 Minster Court, Mincing  Lane, 
London EC3R 7DD
Telephone:   020 7337 4400


If  after   following    the   above   procedure   your   complaint    has  not   been   resolved   to  your satisfaction,   you should  write to the Chief  Executive  at the address  above.
In the event  you wish  to pursue  matters  further,  where  appropriate,   you can  refer  the matter at any time to the:


Complaints   Department
Lloyd's
One Lime Street, London  EC3M  7HA
Telephone:   020 7327 5693 Fax: 020 73275255
E-mail:  Lloyds-Regulatory-Complaints@lIoyds.com


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


Financial Ombudsman Service (www.financial-ombudsman.org.uk) 
South Quay Plaza
183 Marsh Wall
London E14 9SR 
Telephone:0845  0801800









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


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











Pembroke
SYNDICATE4000 Warranty  and Indemnity   liability    Insurance   Policy for  Buyers




Appendix 1


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


 NETHERLANDS B.V. hereby declares as follows:


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


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


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


Signed by:  /s/ JOHN S. QUINN


Print Name.      John Sydney Quinn, director


Director for and on behalf of LKQ NETHERLANDS B.V. 
Date: April 23 2013


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





















































Appendix 2




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




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




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


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




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




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




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


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




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








Signed  by: 


Print Names:


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


Date:


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




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





















Appendix   3


Effective Date of                                                    Endorsement  No.1
this Endorsement:   [ ] 2013




Underwriter:  Pembroke Syndicate  4000 at Lloyd's


To Be Attached  To &
Form Part of Policy No. [ ]




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








It is agreed  that:


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


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




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


ALL OTHER  TERMS  AND  CONDITIONS    REMAIN  UNCHANGED.







Schedule        3.2
Form of Leakage Notice







To:  LQK Netherlands   B.V. 
Attn: the Board
's-Gravelandseweg   379
3125 BJ Schiedam
The Netherlands




Amsterdam,  23 April  2013




Dear Sir/Madam,




This  notice shall  be the  Leakage  Notice  pursuant  to the share  purchase  agreement,  dated  23 April  2013  (the  "Agreement")     to  determine   the  Net  Leakage   Amount   and  Net  Permitted Leakage.
	
					
	LEAKAGE ITEMS
	GROSS AMOUNT
	TAX BENEFIT
	VAT COST
	NET AMOUNT

	PERMITTED LEAKAGE
	 

	Dividend January 2013
	EUR 3,750,000
	EUR 0
	EUR 0
	EUR 3,750,000

	Bonus Management Sator Group
	EUR 420,000(A)
	EUR 105,000
	EUR 0
	EUR 315,000

	Management fee H2
	EUR 2,620,000
	EUR 30,000
	EUR 550,200
	EUR 3,140,200

	Bonus Dryas B.V. (Interim-CEO  Mr Rouoeveen) 50:50 allocation
	EUR 900,325
	EUR 112,541
	EUR 94,534
	EUR 882,318

	Nipparts proceedings advisory costs
	EUR [118,000]
	EUR [29,500]
	EUR 0
	EUR [88,500]

	Costs legal advisors costs (Houthoff Buruma)
	EUR [250,000]
	EUR [0]
	[52,500]
	EUR [302,500]

	Costs financial / tax advisors (Deloitte)
	EUR [285,000]
	EUR [0]
	[59,500]
	EUR [344,850]

	Costs data room provider
	EUR [14,000]
	EUR [0]
	[2,940]
	EUR [16,940]

	Transaction break fee Financing Banks
	EUR [500,000]
	EUR [125,000]
	EUR 0
	EUR [375,000]

	[To be completed]
	EUR [l]
	EUR [l]
	 
	EUR [l]

	LEAKAGE
	 
	 
	 
	 

	N/A
	N/A
	N/A
	 
	N/A

	TOTAL
	EUR [l]
	EUR [l]
	 
	EUR [l]




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


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







	
			
	 
	 
	 

	H2 SATOR B.V.
	 
	COOPERATIEVE H2 SATOR U.A.

	By:
	 
	By:

	Function:
	 
	Function:

	 
	 
	 

	 
	 
	 

	HOLDING SATOR MANAGEMENT B.V.
	 
	HOLDING SATOR MANAGEMENT B.V.

	By:
	 
	By:

	Function:
	 
	Function:











Schedule        4.4
Guarantee LKQ Corporation





GUARANTEE  LKQ CORPORATION


THE UNDERSIGNED:
LKO CORPORATION,  a company  incorporated  in the State of Delaware whose  principal office   is  at  500  West   Madison   Street,   Suite  2800   Chicago   IL 60661,   USA  (the "Guarantor"),
RECITALS:
		
	A.
	LKO Corporation   is the  indirect  sole  shareholder  of  LKO  Netherlands  B.V.,  a private company with limited liability (bes/olen vennootschep met beperkte aansprakefijkheid},    incorporated   under  the   laws  of  the  Netherlands   with   its registered  seat  In Schiedam,  the Netherlands,  registered  with  the trade  register of the Chamber  of Commerce  in the Netherlands  under number  57731306  (the "Purchaser").


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


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


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


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


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


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


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


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


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







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


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


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


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


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


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







	
			
	/s/ ROBERT L. WAGMAN
	 
	/s/ JOHN S. QUINN

	LKQ CORPORATION
	 
	LKQ CORPORATION

	By:  Robert L. Wagman
	 
	By: John S. Quinn

	Position:  CEO
	 
	Position:  CFO

	Place:  Chicago
	 
	Place:  Chicago

	Date:  April 23, 2013
	 
	Date:  April 23, 2013











ANNEX  1       GUARANTOR WARRANTIES


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


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


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


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


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







SECRETARY CERTIFICATE




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


Dated: April 23, 2013


                        	
	
	/s/ VICTOR M. CASINI

	Victor M. Casini











Schedule 6.6.7
Form of Assignment Agreement





1


Agreed Form 22 April 2013






ASSIGNMENT AGREEMENT




THE UNDERSIGNED:




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




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


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


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


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


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




















RECITALS:



1


Agreed Form 22 April 2013








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


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


IT IS HEREBY AGREED AS FOLLOWS:




1.     INTERPRETATION


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


2.     NIPPARTS CLAIM


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


a.    the right to receive the Nipparts Claim Proceeds;


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




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





















2


Agreed Form 22 April 2013




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


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




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


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


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


3.     ESCROW ARRANGEMENTS


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


a.     the  obligation  to  enter into, and provide  the  Purchaser  with, the Escrow
Agreement and the Tax Escrow Agreement on Completion; and


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




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


3.3.     It is agreed that following the execution of this Assignment Agreement, the Sel­-
lers shall no longer  have any rights and obligations  towards the Purchaser in







3


Agreed Form 22 April 2013




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


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


4.     RIGHTS AND DEFENCES


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


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


a.    to give and receive payments and documents;


b.    to give and receive notices; and


c.    to give any approval or exercise any discretion.


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


5.     MISCELLANEOUS


5.1.     Documents



















4


Agreed Form 22 April 2013






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


5.2.     Amendment


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


5.3.     Partial invalidity


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


5.4.     No rescission I nullification


Each Party hereby waives the right:


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


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


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


5.5.     Counterparts


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


6.     GOVERNING LAW AND DISPUTE SETTLEMENT


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















5


Agreed Form 22 April 2013




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






- Signature page follows -



































































































6


Agreed Form 22 April 2013










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


	
			
	 
	 
	 

	H2 SATOR B.V.
	 
	COOPERATIEVE H2 SATOR U.A.

	By:
	 
	By:

	Function:
	 
	Function:

	Date:
	 
	Date:

	Place:
	 
	Place:

	 
	 
	 

	 
	 
	 

	 
	 
	 

	HOLDING SATOR MANAGEMENT B.V.
	 
	HOLDING SATOR MANAGEMENT B.V.

	By:
	 
	By:

	Function:
	 
	Function:

	Date:
	 
	Date:

	Place:
	 
	Place:

	 
	 
	 

	 
	 
	 

	 
	 
	 

	STICHTING CARCARE
	 
	LKQ NETHERLANDS B.V.

	By:
	 
	By:

	Function:
	 
	Function:

	Date:
	 
	Date:

	Place:
	 
	Place:

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 















7




Schedule           6.7
Purchase   Programme   Nipparts



























AMENDED  AND  RESTATED 
DISTRIBUTION   AGREEMENT






NIPPARTS





	
				
	CONTENTS
	 
	 

	1.
	Definitions
	2

	2.
	Purpose of the  agreement..
	Fout!  Bladwijzer ntet gedefinieerd.

	3.
	Grant  of rights
	3

	4.
	Supply and  purchase products
	3

	5.
	Product prices
	4

	6.
	Orders and delivery
	4

	7.
	Term  and termination
	4

	8.
	Confidentiality
	5

	9.
	Warranties
	6

	10.
	Miscellaneous
	6

	11.
	Governing law and jurisdiction
	7












ANNEX A Nipparts Products









THIS AMENDED AND RESTATED DISTRIBUTION AGREEMENT ("AGREEMENT')  IS MADE
 ON _______________ BETWEEN:


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


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




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




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


RECITALS:


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




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




		
	c.
	Nlpparts is part of the group of Sator (the "Sator Group"), a wholesale distributor of automotive parts and light garage tools for the independent aftermarket in the Benelux and Northern France.




		
	D.
	Unipart purchases certain Nipparts Products (as defined below) from Nipparts and distributes, markets and sells these Njpparts Products in the United Kingdom and Ireland. products are automotive spare parts, mainly for Asian car brands




		
	E.
	Unipart and Nipparts wish to confirm their present business relationship and to formalise it in writing. The Parties therefore enter into this Agreement.













IT IS HEREBY AGREED AS FOLLOWS:


1.         DEFINITIONS


		
	1.1.
	In this Agreement, save where explicitly provided otherwise, capitalised words and expressions have the following meanings:




		
	Affiliates
	an "Affiliate" of any person  means any other person who,  directly  or   indirectly,   through  one  or  more intermediaries,  controls,  or  is  controlled  by,  or  is under common  control  with,  such person; and for these  purposes   "controlling   person"  means  any person who   controls  any  other  person;  "control" (Including the terms "controlling", "controlled by" and "under common control with") means the possession, direct or Indirect, of the power to direct or cause the direction of the management, policies or activities of a   person   whether   through   the   ownership   of securities, by contract or agency or otherwise; and for these purposes the term "person" is deemed to Include a company and a  partnership; for the avoidance of doubt, "Affiliate" includes shareholders having an interest of at least 50%,  subsidiaries (dochtarmaatschappijen)      and    group    companies (groepsmaatschappijen)    within    the   meaning   of Sections 2:24a and 2:24b respectively of the Dutch Civil Code.




		
	Agreement
	means this distribution agreement and the Annexes thereto.




Annex                                means annex to this Agreement.


Landing    Costs                means any and all costs relating to the transfer of the products to  its  place  of delivery,  Including without limitation costs relating to loading, transport, unloading  and  handling,  taxes,  duties,  insurance costs.




Nipparts  Products           means   any  and  all  existing   and  future   products   of Nipparts, including without    limitation    the   products specified  in Annex  A.




Person                                  means  any legal  person  or natural  person.


		
	1.2.
	In  this   Agreement    the  Annexes   and  any   other   attachments    thereto   form   an integral   part  of  this  Agreement   and  shall  have  the  same  force   and  effect  as  if expressly    set   out   in  the   body   of  this   Agreement     and   a   reference   to   this Agreement   includes  the Annexes  and any other  attachments   to  this Agreement.






2.        GRANT OF RIGHTS


2.1.       Nipparts   hereby  grants  to Unipart  the' right  to market   and  distribute  the  Nipparts Products  in the United Kingdom  and Ireland  during  the term  of this Agreement.





		
	2.2.
	Unipart  will  sell  the  Nipparts   Products  in the  United  Kingdom  and  Ireland  to third parties  in its own  name  and for its own  account  and  risk.  Unlpart  shall  not act as an agent  of Nipparts   for  any  agreement.   AU customer   relations,   complaints   and other   dealings    relating   to  the  sale  of  Nipparts    Products    by  Unipart   shall   be handled  solely  by Unipart.


		
	2.3.
	Neither  of the  Parties  shall  have the right  or authority   to act  in the  name  of, or to bind,  the  other  Party  in any  way  whatsoever   or to extend  any warranty  or make any  representation     on  behalf   of  that  other   Party.   The   Parties   shall  be  solely responsible   for their  obligations   and liabilities  to third  parties.




3.          SUPPLY AND  PURCHASE PRODUCTS
		
	3.1.
	Nipparts   agrees  to sell  Nipparts  Products  to  Unipart  on an  individual  order  basis pursuant  to the  terms  of this Agreement,   which  General  Terms  and Conditions  of Sale   will   apply   to  all  offers,   order   confirmations,     supplies    and  deliveries    of Nipparts  Products  by Nipparts  to Unipart.


3.2.        Nipparts  will  not appoint  any new distributors   for  the  UK market  through  April  30, 2014.
		
	3.3.
	In  the  event   of  conflicts   between   the  provisions    in  the  Agreement    and  in  the General   Terms   and  Conditions    of  Purchase    of  Unipart,   the  provisions   in  the Agreement   will  prevail.


		
	3.4.
	Unipart  will  control  the  stock  profiles  for  Nipparts   products.   Stock  cleanses  will only  be  for  excess   stock  or  for  parts  which   haven't   sold  during  the  previous twelve  months.  Nipparts  will accept  a stock  cleanse  on  a yearly  basis.  The stock cleanse  is subject  to a 5% handling  fee of the original  cost  price of the product.




4.         PRODUCTPRICES
		
	4.1.
	The  purchase  prices  of the Nipparts  Products  payable  by Unipart  to Nipparts,  will amount   to  the   purchase   price   (inkoopprijs)    paid   by  Nipparts   to  its  supplier increased   with  Landing  Costs  and a mark  up of  14% to cover  picking  cost.  a net profit   margin   and  product   warranty.   Prices  are  reviewed   on  a  quarterly   basis according   to  exchange   rate differences   and  increased   purchase   prices  from  the suppliers.   Joint  suppliers  will act as bench  mark for the reviewed  prices.


4.2.       The  payment  term  is 30 days after invoice  date.


5.         ORDERSAND DELIVERY
		
	5.1.
	Unipart   shall  provide  Nipparts   on  an  ongoing   basis  with  rolling  forecasts   of  its requirements    of  Nipparts   Products   for  a  period   of  three   months.   This  rolling forecast   is not binding.


		
	5.2.
	Unipart   will   place  weekly   written   orders  and  Nipparts   will  supply  Unipart  on  a weekly  basis  for a single  shipment


		
	5.3.
	Nipparts   will  accept  the  weekly  orders  placed  by  Unipart   and  will  prepare  them for  shipment   within  48  hours.  Unipart  is  responsible   for  shipment   and  shipment costs.




6.         TERM AND TERMINATION
		
	6.1.
	This  Agreement   shall  be effective  as of the  date  of this  Agreement,   and shall  be in effect  for a 







period  of three years.  Unless  the Agreement   is terminated   by either Party  taking  into account  a notice  period  of six (6) months  prior to the end of this initial    period,    the   Agreement    shall   be   automatically     extended    with   further consecutive   one  (1) year periods.
		
	6.2.
	Neither  Party  shall  be entitled  to claim the cancellation   or early  termination  of this Agreement    except,   by  written   notice  having   immediate   effect,  for  the  following causes:




(I)        if  the   other   Party   enters   into   suspension    of   payments,    bankruptcy   or dissolution   or liquidation;


(ii)      in connection with a breach of clause 4.2 of this Agreement;


(iii)     with the exception for a breach of clause 4.2 of this Agreement, if the other Party is in material breach of this Agreement for a period exceeding thirty (30) days and fails to remedy such breach within thirty (30) days of receipt of written notice from the Party asserting the breach and requesting its remedy.


		
	6.3.
	Notwithstanding termination of this Agreement, clauses 7 and 8 shall be binding upon the Parties.




7.          CONFIDENTIALITY


		
	7.1.
	Subject to clause 7.2, none of the Parties shall provide any information that has been marked confidential or of which a person reasonably understands that it is of a confidential nature ("Confidential   Information")   of the Party to third parties or make any public announcement or ptherwise distribute information concerning the subject matter of this Agreement without the prior written consent of the other Party to this Agreement.




		
	7.2.
	Each  of the  Parties  may disclose  Confidential  Information of the  other  Party which would  otherwise  be subject to the confidentiality  obligations  set forth  in clause 7 to the extent:




		
	(i)
	required by the law of any relevant jurisdiction (including but not limited to the compliance with statutory requirements, listing rules or other regulations);




		
	(ii)
	such  Confidential  Information  is  in or  comes  into the  public domain other than as a result of a breach of any undertaking or duty of confidentiality by that Party;




(iii)      such Confidential  Information  is disclosed to advisors involved in any litigation conducted by that Party in relation to the transactions contemplated by this Agreement;


(iv)     the other Party has given prior written approval to the disclosure; or


(v)      such Confidential  Information  was  lawfully  in that Party's  possession before the date of disclosure;


and in respect of clauses 7.2. (i)  and 7.2.(v), subject to the prior notification of the other  Party and the obligation to take  all reasonably possible measures to prevent or limit the damages the other Party may suffer from the disclosure of such Confidential  Information, including    but  not   limited   to  consultation    on  the form,  content   and timing  of such  disclosure.







8.          WARRANTIES


8.1.       The  Parties  warrant  that  that  they  have  the  right  to enter  Into this Agreement.


		
	8.2.
	Sator   guarantees  to  Unipart  that  Nipparts shall  comply   with   all  its  obligations under  this  Agreement.




9.          MISCELLANEOUS


		
	9.1. 
	All  communications, notices    and   disclosures required or permitted by  this Agreement shall  be in writing   and  shall  be sent  by registered   mail,  by courier,   by facsimile   transmission or bye-mail    to the  following   addresses unless  and  until  a Party notifies the other Party   in  accordance with   this   clause   9.1  of  another address.


	
		
	If to Unipart:
	If to Nipparts:

	UNIPART AUTOMOTIVE LIMITED
2100  The  Crescent
Solihull  Parkway
Birmingham  B377YE
England
	Nipparts B.V.
's-Gravelandseweg 379
3125BJ Schiedam
The Netherlands

	Attn:  the  Board
	Attn:  the  Board

	Fax:
	Fax: 0031-10-4370671

	e-mail:
	e-mail: sec@satorholding.com

	 
	 

	 
	 

	If to Sator:
	 

	Sator  Holding   B.V.
's-Gravelandseweg 379
3125BJ Schiedam
The Netherlands
	 

	Attn:  the  Board
	 

	Fax: 0031-10-4370671
	 

	e-mail: sec@satorholding.com
	 











		
	9.2.
	The rights and obligations of a Party under this Agreement cannot be assigned or transferred  except  with  the  prior  written  approval  of  the  other  Party,  which consent shall not be unreasonably withheld.


		
	9.3.
	Unless provided  otherwise in this Agreement,  the  Parties shall  each pay their own costs, charges and expenses In relation to this Agreement.


		
	9.4.
	This  Agreement  constitutes  the  entire  agreement  and  understanding  of  the Parties With respect to its subject matter and replaces and supersedes all prior agreements,  arrangements, undertakings or statements  regarding such subject matter. The rights and remedies expressly conferred by the Agreement are cumulative  and additional to  any other  rights  or remedies  a Party  may have under applicable law.


		
	9.5.
	Any variation  of this Agreement is not valid  unless and until it is in writing and has been signed by or on behalf of the Parties.


		
	9.6.
	If a provision of this Agreement is or becomes invalid or non-binding, the Parties shall remain bound to the remaining provisions.  In that event, the Parties shall replace  the  invalid  or non-binding  provision  by  provisions  that  are valid  and binding  and that  have, to the greatest extent  possible,  a similar effect as the invalid   or  non-binding   provision,  given  the   contents   and  purpose  of  this Agreement.


		
	9.7.
	A single or partial exercise of any right or remedy under this Agreement  by a Party shall not preclude any other or further exercise of that right or remedy or the  exercise  of  any  other  right  or  remedy.  A  waiver  of  any  breach  of  this Agreement  by  a Party shall not be deemed to be a waiver of any subsequent breach.




10.       GOVERNING    LAW  AND  JURISDICTION


		
	10.1.
	This Agreement is governed by  and shall be construed in accordance with the laws of the Netherlands.


		
	10.2.
	Any  dispute  arising  out  of  or  in  connection  with  this  Agreement  shall  be submitted  exclusively  to the competent courts in Amsterdam,  the Netherlands, notwithstanding the right of appeal.






(signature page follows)















IN WITNESS  WHEREOF,   AGREED   UPON  AND  SIGNED  IN FIVE  (5) COUNTERPARTS BY:




	
			
	Unipart Automotive  Ltd
	 
	 

	 
	 
	 

	 
	 
	 

	By:
	 
	 

	Position:
	 
	 

	 
	 
	 

	 
	 
	 

	Nipparts B.V.
	 
	 

	 
	 
	 

	By: Sator  Holding  B.V.
	 
	By: Sator  Holding  B.V.

	By: Marc Titus Welling
	 
	By: Johannes Petrus Kruijer

	Position: Director
	 
	Position: Director

	 
	 
	 

	 
	 
	 

	Sator Holding B.V.
	 
	 

	 
	 
	 

	By: Marc Titus  Welling
	 
	By: Johannes Petrus Kruijer

	Position: Director
	 
	Position: Director





























































DISTRIBUTION AGREEMENT










NIPPARTS










	
			
	CONTENTS
	 

	1.
	Definitions
	1

	2.
	Purpose of the  agreement..
	3

	3.
	Grant  of rights
	3

	4.
	Supply and  purchase products
	3

	5.
	Product prices
	4

	6.
	Orders and delivery
	4

	7.
	Term  and termination
	4

	8.
	Confidentiality
	5

	9.
	Warranties
	6

	10.
	Miscellaneous
	6

	11.
	Governing law and jurisdiction
	7












ANNEX A Nlpparts Products









THIS AGREEMENT ("AGREEMENT") IS MADE ON ______________  BETWEEN:


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


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




		
	III.
	SATOR    HOLDING    B,V.,   a   private   company   with   limIted   liability (basloten vennootschap met beperkte  aansprakelijkhaid),    incorporated   under  the  laws  of The Netherlands  with its registered  seat In Amsterdam,  the Netherlands   ("Sator")




The  party  under  I will  be  referred  to as "Unlpart",    The  parties  II and  III will  be jointly  referred  to as "Nipparts",    All parties  will  be jointly referred  to as "Partles" and Individually  as a "Party",


RECITALS:


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




		
	B.
	Nlpperts is part of. the group of Sator (the "Sator Group"), a wholesale distributor of automotive   parts and light garage tools for the Independent aftermarket in the Benelux and Northern France.




		
	C.
	Unipart   purchases   certain   Nipparts   Produots  (as  defined   below)  from  Nlpparts and distributes,   markets  and sells these  Nipparts  Products  In the United  Kingdom and Ireland.  products  are automotive  spare parts,  mainly for Asian  car brands




D.          Unlpart  and  Nlpparts  wish  to  confirm  their  present  business relationship and to formalise It In writing. The Parties  therefore  enter Into this Agreement.


IT IS HEREBY  AGREED  AS FOLLOWS:


1.           DEFINITIONS


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


		
	Affiliates            
	an  "Affiliate" of any  person  means  any  other  person who, directly or Indirectly, through one or more Intermediaries. controls, or is controlled by, or Is under common control with, such person; and for these purposes "controlling person" means any person who controls any other person; "control" (including the terms "controlling", "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management, policies or activities of a   person   whether   through   the ownership of securities, by contract or agency or otherwise; and for these purposes the term "person" is deemed to include a company and a partnership; for the 







avoidance of doubt, "Affiliate"  includes shareholders having an Interest of at least 50%,  subsidiaries (dochtermaatschappijen) and group companies (groepsmaatsohappijen)  within  the meaning of Sections 2:24a and 2:24b respectively of the Dutch Civil Code.




		
	Agreement   
	means this distribution agreement and the Annexes thereto.






		
	Annex
	means annex to this Agreement.






		
	Landing  Costs
	means any and all costs relating to the transfer of the products to its place of  delivery,  Including without limitation costs  relating to  loading, transport, unloading and handling, taxes, duties, Insurance costs.






		
	Nipparts  Products
	means any and all existing and  future  products of Nipparts.  Including without  limitation  the  products specified In Annex A.






		
	Person
	means any legal person or natural person.















		
	1.2.
	In this  Agreement the Annexes and any other  attachments thereto form an Integral part of this Agreement and shall have the same force and effect as if expressly  set  out  In  the  body  of  this  Agreement  and  a  reference to  this Agreement includes the Annexes and any other attachments to this Agreement.




		
	2.   
	PURPOSE OF THE AGREEMENT




The purpose of the Agreement is to confirm the present business relationship between the Parties and the commercial terms and conditions relating thereto and to formalize this in writing. Nipparts will provide Unipart with at least the same level of care and diligence with which the services were provided by  Nipparts to Unipart prior to the date of this Agreement.


		
	3.     
	GRANT OF RIGHTS




		
	3.1.    
	Nipparts hereby grants to Unipart the right to market and distribute the Nipparts Products in the United Kingdom and Ireland during the term of this Agreement.




		
	3.2.
	Unipart will sell the Nipparts Products in the United Kingdom and Ireland to third parties in its own name and for its own account and risk. Unipart shall not act as an agent of Nipparts for any agreement. All customer relations, complaints and other  dealings relating to the  sale of   Nipparts Products  by  Unipart shall be handled solely by Unipart.




		
	3.3.
	Neither of the Parties shall have the right or authority to act in the name of, or to bind, the other Party in any way whatsoever or to extend any warranty or make any representation on behalf of that other Party. The Parties shall be solely responsible for their obligations and liabilities to third parties.




		
	4.     
	SUPPLY AND PURCHASE PRODUCTS




		
	4.1.
	Nipparts agrees to sell Nipparts Products to Unlpart on an Individual order basis pursuant to the terms of this Agreement, which General Terms and Conditions of Sale  will  apply to  all  offers,  order confirmations,  supplies  and deliveries of Nipparts Products by Nipparts to Unipart.




		
	4.2.
	Nipparts will not appoint any new distributors for the UK market during the term of this  agreement, unless the  yearly determined turnover  objectives are  not achieved by Unipart; 2013 : € 750.000 / 2014: € 1.200.000 / 2015: 1.600.000




		
	4.3.
	In the event of conflicts between the provisions in the Agreement and in the General Terms and CondItIons of Purchase of  Unipart, the  provisions in the Agreement will prevail.













		
	4.4.
	Unipart will control the stock profiles for Nipparts products. Stock cleanses will only be for excess stock or for  parts which haven't sold during the previous twelve months. Nipparts will accept a stock cleanse on a yearly basis. The stock cleanse is subject to a 5% handling fee of the original cost price of the product. The stock cleanse value Is deducted from the yearly turnover objects as set in § 4.2




		
	5.      
	PRODUCT  PRICES




		
	5.1.
	The purchase prices of the Nipparts Products payable by Unipart to Nipparts,  will amount to  the  purchase price  (inkoopprijs) paid  by Nipparts to  its  supplier increased with Landing Costs and a mark up of 14% to cover picking cost, a net profit margin and product warranty. Prices are reviewed on a quarterly basis according to exchange rate differences and increased purchase prices from the suppliers. Joint suppliers  will act as bench mark for the reviewed prices.




		
	5.2.     
	The payment term is 30 days after invoice date.




		
	6.      
	ORDERS  AND DELIVERY




		
	6.1.
	Unipart shall provide Nipparts on an ongoing basis with rolling forecasts of Its requirements of Nipparts Products for  a  period of three  months. This roiling forecast Is not binding.




		
	6.2.
	Unipart will place weekly written orders and Nipparts will supply Unipart on a weekly basis for a single shipment




		
	6.3.
	Nipparts will accept the weekly orders placed by Unipart and will prepare them for shipment within 48  hours. Unipart is responsible for shipment and shipment costs.




		
	7.   
	TERM AND TERMINATION




		
	7.1.
	This Agreement shall be effective as of the date of thIs Agreement, and shall be In effect for a period of three years. Unless the Agreement Is terminated by either Party taking Into account a notice period of six (6) months prior to the end of the Initial  Period,  the  Agreement  shall  be  automatically  extended  with  further consecutive  three (3) years periods.




		
	7.2.
	Neither Party shall be entitled to claim the cancellation or early termination of this Agreement except, by  written notice having immediate effect, for the following causes:




		
	(I)    
	If  the   other   Party   enters   Into  suspension    of  payments,   bankruptcy    or dissolution   or liquidation;  or


		
	(iI)     
	If the  other   Party  is  In  material   breach   of  this  Agreement   for  a  period exceeding   thirty  (30) days and fails to remedy  such breach  within  thirty  (30) days of receipt  of written  notice  from the Party  asserting  the  breach  and requesting   its remedy.




		
	7.3.
	Notwithstanding   termination   of this Agreement,   clauses  Band   9 shall  be binding upon the Parties.




		
	8.      
	CONFIDENTIALITY




		
	8.1.
	Subject  to clause  B.2, none  of the  Parties  shall  provide  any Information  that  has been  







marked  confidential   or of which  a person  reasonably   understands  that  it is of a confidential   nature  ("Confidential Information") of the Party  to third  parties or make  any  public  announcement   or otherwise  distribute  information concerning the subject  matter  of this Agreement  without  the prior written  consent  of the  other Party to this Agreement. 


		
	8.2.
	Each  of  the  Parties   may  disclose   Confidential    Information   of  the  other   Party which   would  otherwise   be  subject  to  the  confidentiality    obligations   set  forth   in olause 8 to the extent:




		
	(I)
	required  by the  law of any relevant  jurisdiction   (including  but not  limited to the compliance  with statutory  requlrernents,  listing rules or other regulations);




		
	(li)
	such  Confidential    Information   is  in  or  comes   into  the  public  domain other   than   as  a  result   of  a  breach   of  any   undertaking    or  duty   of confidentiality   by that  Party;




		
	(iii)  
	such  Confidential    Information   is  disclosed   to  advisors   lnvolved   in  any litigation    conducted    by   that    Party   In   relation    to   the   transactions contemplated   by this Agreement;




		
	(Iv) 
	the other  Party  has given  prior written  approval  to the disclosure;   or




		
	(v)
	such  Confidential    Information   was  lawfully   in" that  Party's   possession before  the date  of disclosure;


and  in  respect  of  clauses  8.2.  (i) and  8.2.(v},   subject  to  the  prior  notification   of the  other  Party  and  the  obligation   to  take  all  reasonably   possible  measures   to prevent  or  limit  the  damages  the  other  Party  may  suffer  from  the  disclosure   of such Confidential Information, Including but not limited to consultation on the form, oontent and timing of such disclosure.







		
	9.      
	WARRANTIES




		
	9.1.    
	The Parties warrant that that they have the right to enter into this Agreement.




		
	9.2.
	Sator guarantees to Unipart that Nipparts shall comply with all Its obligations under this Agreement.




		
	10.    
	MISCELLANEOUS




		
	10.1.
	All  communications,  notices  and  disclosures  required  or  permitted  by  this Agreement shall be In writing and shall be sent by registered mail, by courier, by facsimile transmission or bye-mail  to the following addresses unless and until a Party notifies the other Party In accordance with this clause 10.1 of another address.


	
		
	If to Unipart:
	If to Nipparts:

	UNIPART AUTOMOTIVE LIMITED
2100  The  Crescent
Solihull  Parkway
Birmingham  B377YE
England
	Nipparts B.V.
's-Gravelandseweg 379
3125BJ Schiedam
The Netherlands

	Attn:  
	Attn:  the  Board

	Fax:
	Fax: 0031-10-4370671

	e-mail:
	e-mail: sec@satorholding.com

	 
	 

	 
	 

	If to Sator:
	 

	Sator  Holding   B.V.
's-Gravelandseweg 379
3125BJ Schiedam
The Netherlands
	 

	Attn:  the  Board
	 

	Fax: 0031-10-4370671
	 

	e-mail: sec@satorholding.com
	 

























		
	10.2.
	The  rights and obligations  of a Party under this Agreement  cannot  be assigned  or transferred    except   with  the   prior  written   approval   of  the   other   Party,   which consent  shall not be unreasonably  withheld.


		
	10.3.
	Unless  provided  otherwise   in this  Agreement,   the Parties  shall each  pay their own costs, charges  and expenses  In relation  to this Agreement.




		
	10.4.
	This   Agreement    constitutes   the   entire   agreement   and   understanding    of  the Parties  with  respect  to its subject  matter  and  replaces  and supersedes   all  prior agreements,   arrangements,   undertakings   or  statements   regarding   such  subject matter.   The  rights  and  remedies   expressly   conferred   by  the  Agreement    are cumulative and  additional   to  any other   rights  or  remedies   a  Party   may  have under  applicable  law,




		
	10.5.
	Any  variation   of this Agreement   is not valid  unless  and  until  it is In writing  and has been signed  by or on behalf  of the Parties.




		
	10.6.
	If a provision  of this Agreement   is or becomes  invalid  or non-binding,   the Parties shall  remain  bound  to the  remaining   provisions,   In that  event,  the  Parties  shall replace   the  invalid   or  non-binding   provision   by  provisIons   that  are  valid   and binding   and  that  have,  to  the  greatest   extent  possible,   a similar  effect   as  the invalid or   non-binding    provIsion,    given   the   contents    and   purpose    of   this Agreement.




		
	10.7.
	A  single  or  partial  exercise   of any  right or  remedy  under  this Agreement   by a Party  shall  not  preclude  any  other  or further  exercise  of that  right  or remedy  or the   exercise   of  any  other   right   or  remedy.   A waiver   of  any  breach   of  this Agreement   by  a  Party  shall  not  be deemed   to  be  a waiver  of  any  subsequent breach.




		
	11.     
	GOVERNING LAW AND JURISDICTION




		
	11.1.
	ThIs  Agreement   Is governed   by  and  shall  be construed   in accordance   with  the laws  of the Netherlands,




		
	11.2.
	Any   dispute   arising   out   of   or   in  connection    with   this   Agreement    shall   be submitted   exclusively   to the  competent   courts   in Amsterdam,   the  Netherlands, notwIthstanding   the right of appeal.






(signature  page  follows)











IN WITNESS WHEREOF, AGREED UPON AND SIGNED IN FIVE (6) COUNTERPARTS
BY:






	
			
	Unipart Automotive  Ltd
	 
	 

	/s/ G. CROKER  10/04
	 
	 

	 
	 
	 

	By:  Gary Croker
	 
	 

	Position:  Director
	 
	 

	 
	 
	 

	 
	 
	 

	Nipparts B.V.
	 
	 

	/s/ MARCUS TITUS WELLING
	 
	/s/  JOHANNES PETRUS KRUIJER

	By: Sator  Holding  B.V.
	 
	By: Sator  Holding  B.V.

	By: Marc Titus Welling
	 
	By: Johannes Petrus Kruijer

	Position: Director
	 
	Position: Director

	 
	 
	 

	 
	 
	 

	Sator Holding B.V.
	 
	 

	/s/ MARCUS TITUS WELLING
	 
	/s/  JOHANNES PETRUS KRUIJER

	By: Marc Titus  Welling
	 
	By: Johannes Petrus Kruijer

	Position: Director
	 
	Position: Director













Schedule        7.2
Sellers' Warranties



Execution version


SCHEDULE  7.2                    SELLERS'  WARRANTIES




		
	1.
	Group  Companies I Corporate


		
	1.1.
	The  Group  Companies  have  been  duly  incorporated  and  validly  exist  under  the Laws of their  respective jurisdictions.


		
	1.2.
	No  Group  Company   has  been  dissolved   or  is  involved   in  any  procedure   for division. No   resolution    or   decision    been   adopted,    petition    submitted    or proceedings  initiated  to such effect.


		
	1.3.
	No  Group  Company   has  been  declared   bankrupt   or  insolvent   or  granted   a moratorium   of  payments,   nor  are  there  any  petitions,   proceedings,   notices  or requests  to this  effect.  No attachment   has been levied  on,  and  no receiver  has been  appointed  in relation  to, any of the Group Company's  properties,  assets  or enterprise.


		
	1.4.
	Except  as set out in the Disclosed  Information,  the entire  issued  and outstanding share capital of all Subsidiaries   is held directly or indirectly  by the Company.


		
	1.5.
	The total  issued  and outstanding   share  capital  of each Subsidiary   is legally  and beneficially   owned  by a Group  Company  and have all been  duly  issued,  placed and fully paid-up and are free from  Encumbrances.


		
	1.6.
	No person  has the  right  (whether  exercisable  now or in the  future  and whether contingent  or not) to call for the  conversion,  issue,  registration,   sale  or transfer, amortisation  or repayment  of the share capital or any other security  giving  rise to a  right  over,  or  an  interest   in,  the  capital  of  any  Group  Company   under  any option,  agreement  or other arrangement  (including  conversion  rights and rights of pre-emption).


		
	1.7.
	No depositary  receipts  have been issued with  respect to any of the shares  in the capital   of  any  Subsidiary,    nor  do  any  third   parties   have   any  other   type  of beneficial  interest  in or relating thereto.


		
	1.8.
	Except  as  set  out  in  the  Disclosed   Information,   no  Group  Company   has  any participation, equity  interest,   or  other  securities   in  any  legal  entity  other  than another  Group  Company,  or  is  party  to  any joint  venture,   partnership   or  other corporation, whether   incorporated   or  unincorporated,   or  is  party  to  any  other arrangement  in relation to the sharing  of income, profits,  losses or expenses.





17


Execution version




		
	1.9.
	None of the Group  Companies  are,  nor have they agreed  to become,  the holder or beneficial  owner  of any class  of any shares,  debentures  or other  securities  of any legal entity anywhere  in the world.


		
	1.10.
	The  copies  of the articles  of association   and  other  constitutional   and  corporate documents   as  set  out  in  the  Disclosed   Information   are,  in  all  respects,   true, accurate,   complete  and  not  misleading,   and  the  Group  Companies   have  at all times  acted  in accordance  with such documents.  No resolutions  have been made by  any   corporate   body   to   amend   any   of  the   constitutional    and   corporate documents  of any of the Group Companies.


		
	1.11.
	The shareholders   register  ("aandeelhoudersregister")    or similar  documents  of the Group Companies  correctly  and completely  reflect the current and former shareholdings   of the Group  Companies  and all particulars  required  to be entered in such register  in all material  respects.


		
	1.12.
	No shareholder's   resolutions  or managing  board  resolutions   have  been  adopted in  respect  of any  Group  Company   but  not  yet  carried  out  or  put  into  effect.  In particular,   any  and  all  dividends   or  distributions   declared   have  been  made  or paid   in  accordance   with   the   relevant   articles   of  association    and   applicable statutory  provisions.


		
	2.
	Accounts


		
	2.1.
	The Accounts:


		
	a.
	have    been    prepared    in   accordance    with    Dutch    generally     accepted accounting  principles;


		
	b.
	give a true and fair view of (or, in as far as they have not been audited,  fairly represent),   the  size  and  composition   of  the  assets   and  liabilities   of  the Group  and/or  the relevant  Group  Company  at the Accounts  Date and of the results  of the  Group  and/or  the  relevant  Group  Company   for  the  financial period ended on the Accounts  Date; and


		
	c.
	have been prepared  applying  the accounting   policies  consistently   applied  in the  financial   statements   of  the  relevant   Group  Company   in  the  previous three (3) financial  years.


		
	2.2.
	No fact,  matter  or circumstance   has  occurred  which  resulted   in any  change  or amendment  to any of the Accounts   being  required  pursuant  to the method  used in preparing  the relevant Accounts.





18


Execution version




		
	2.3.
	The Group Companies  have in the past three (3) years  duly and timely filed their respective  Accounts.


		
	2.4.
	The   corporate    and   financial    records,    books   of   account,    minute    books, shareholders'    register  and  other  books  and  records  of  the  Group  Companies, whatever  the form in which they exist:


		
	a.
	have  always   been  kept  in  all  material   respects   in  accordance   with  the statutory  provisions  and local Law;


		
	b.
	have  always  been  kept  in all  material  respects  in  a correct  and  adequate manner in accordance  with sound  business practice;  and


		
	c.
	are in the possession  of the Group Companies,


and  no  notice  or  allegation   to  the  contrary  has  been  received   by  any  Group Company  and there  is no fact,  circumstance  or matter on the basis of which such notice or allegation  should  reasonably  be expected.
		
	2.5.
	All documents  that any Group Company  was required to file with or deliver to any trade  register (or local equivalent)  in the past three  (3) years  have been correctly made up and duly filed and delivered.


		
	3.
	Events since the Accounts Date


		
	3.1.
	Since the Accounts  Date and up to the Signing  Date, the Group Companies  have conducted  the Business  consistent  with  past practice  and in the ordinary  course, so as to maintain  it as a going  concern,  including  but not limited  in relation to the payments  of creditors  and the collection  of debts  and the  purchase  of stock and inventory.


		
	3.2.
	Since the Accounts  Date, and except  as set out in the Disclosed  Information,  the Group  Companies   have  not  taken  any  actions  or  decisions   set  out  in  Clause 


4.2.1 (pre-completion  covenants).
		
	4.
	Financing, debtors and  creditors, grants and subsidies


		
	4.1.
	Other than as set out in the Disclosed  Information:


		
	a.
	none  of  the  Group  Companies   is  a  party  to  any  overdraft,   loan  or  credit facility;  and


		
	b.
	there  are no outstanding   interest  bearing  loans  and credits  and there  is no other  interest  bearing  indebtedness   (including  money  raised  by promissory 





19


Execution version


note  or  deb!  factoring)    nor  is  there   any  agreement   to  enter   into  such arrangements;
		
	c.
	no  Group  Company   has  any  interest   bearing  debts   (whether present  or future,  and  whether   in  relation  to  lending  money  or  otherwise) other  than debts incurred  in the ordinary  course of the Business.


		
	4.2.
	None  of  the   Group   Companies    have   received   a  notice   (whether   formal   or informal)  from  any  lenders  requiring  an early  repayment  of loans  or threatening the enforcement   by any such  lender  against  any security  which  it may hold, and, to the knowledge  of the Sellers,  there  are no circumstances   likely  to give  rise to any such notice.


		
	4.3.
	Except  as set out  in the  Disclosed  Information,  the  Group  Companies   have  not undertaken  any action  which  mayor   will  constitute  an event  of default  under,  or prejudice  or negatively  affect,  any loan facility,  overdraft  facility,  or other financial facility  of the Group  Companies.


		
	4.4.
	The  Disclosed   Information   contains  a complete  and accurate  list of all the bank accounts  of the Group Companies,  including  details of the authorised  signatories. No third  party, not being a Group Company,  shares any of the Group  Companies' bank accounts.


		
	4.5.
	The  list of debtors  in the  Disclosed  Information  correctly  sets  out the debtors  to the Group as at the relevant  date of the overview.  None of these  debts  has been released,  factored  or discounted   such  that  the  debtor  involved  has  paid,  or will pay, less than the full amount  of this debt.


		
	4.6.
	Except  as set out in the Disclosed  Information,  no Group  Company  is party to or liable  under  (whether   on  a contingent   basis  or  not)  any  guarantee,   indemnity, suretyship,   or  other  similar  commitment   in  relation  to  any  party  which  is not  a Group  Company,  and  no such  guarantee,   indemnity,  suretyship,   or other  similar commitment  given  by or for the  benefit  of a Group Company  by a party which  is not a Group Company  is outstanding.


		
	4.7.
	Except  as set out  in the  Disclosed  Information,  no Group  Company  has created or agreed  to create  any  Encumbrance   over  any of  its  properties   or assets,  nor has any  person  made  any  claim  to  be entitled  to any such  Encumbrance,   other than in the ordinary  course  of the Business.


		
	4.8.
	Except  as set out  in the  Disclosed   Information,  no Group  Company  has applied for  or received,  any  material  grant  or subsidy  from  any  Governmental   Entity  or 





20


Execution version


other  person.  No Group  Company  is under any obligation  to repay any grants  or subsidies.
		
	4.9.
	At  31  March  2013,  the  total   amount   borrowed   under  the   Existing   Financing Facilities  was  approximately   EUR 47,910,000   (forty-seven   million  nine  hundred and ten thousand  euros).


		
	5.
	Assets


Fixed assets
		
	6.
	The Group  Companies  have full title to all the assets  and  real properties  listed in the Annual  Accounts,  except  the assets  it has disposed  of in the ordinary  course of   the   Business,    and    none   of   these   owned    items    are   subject    to   any Encumbrance,    or  subject   to  any   lease,  option,   right   of  use,  a  right  of  any encumbering   nature  whatsoever,   or to any agreement  or commitment   to give  or create  any Encumbrance  except  as set out in the Disclosed  Information.


		
	7.
	The  assets  owned,  licensed,  leased  or otherwise  used  by the  Group  Companies comprise  all the assets  required  for the continuation  of its Business  as carried  on at the Signing  Date. All such  assets  are in the possession  or otherwise  under the control  of the Group Companies.


		
	8.
	To Sellers'  best knowledge,  each of the assets  owned,  held or used by the Group Companies   is in good  repair  and  in good  condition  and  has  been  regularly  and properly  maintained  taking  into account  normal wear and tear.


		
	9.
	Other than as set out in the Disclosed  Information,  the Group  Companies:


		
	a.
	do  not  use  any  assets   belonging   to  any  of  the  Sellers   or  any  of  their respective  Affiliates  in the course of the Business;


		
	b.
	have  in the  past  three  (3)  years  not  acquired  any  assets  from  any  of the Sellers  or any of their  respective  Affiliates;  and


		
	c.
	have  in the  past  three  (3) years  not sold or transferred   any assets  used  in the  course  of the  Business  to  any of the  Sellers  or  any  of their  respective Affiliates.


Inventory
		
	5.5.
	The    inventory     ("voorraden")     including    but    not    limited    to    raw    material, merchandise,   parts,  packaging  and  promotional  material  have  been  acquired  in the ordinary  course  of the business  of the Group Companies.





21


Execution version




		
	6.
	Contracts


		
	6.1.
	To  Sellers'   best  knowledge,   all  material   contracts   to  which  any  of  the  Group Companies  is a party:


		
	a.
	are valid and binding obligations  of the parties thereto;


		
	b.
	the  terms  thereof  have  been  complied  with  in all  respects  by the  relevant Group Company  and by any other party to such contracts.


		
	6.2.
	No  dispute  with  a value  of  more  than  EUR  125,000  (one  hundred  twenty  five thousand  euro)  exists  in relation  to any of the contracts   referred  to in paragraph 6.1,  and  no notice  has  been  received  by any  Group  Company  stating  that  any Group Company  has been in breach or default  of any such contract.


		
	6.3.
	No  written   notice   of  termination   or  cancellation,    or  intention   to  terminate   or cancel,   has  been   received   by  a  Group  Company   in  respect   of  any  of  the contracts  referred  to in paragraph  6.1.


		
	6.4.
	No Group  Company  is,  nor was  it in the  three  (3)  years  preceding  the Signing Date, a party to or liable  in respect  of any agreement,  arrangement   or obligation that  was  not  part  of the  Disclosed   Information  and  that  limits  the  ability  of any Group Company  to carry on freely  any part of its Business.


		
	6.5.
	There  are  no outstanding   payments  owed  by a  Group  Company   in connection with the asset  sale from  Nipparts  UK Limited  to "Nipparts  New" dated  March  13, 2007.


		
	6.6.
	No  penalty   is  owed  or  due  by  any  Group  Companies    under  the  agreement between ABS All Brake Systems  B.V. and Sator  Holding  B.V ..


		
	7.
	Tax


		
	7.1.
	The  Group  Companies   have  been  duly  registered   for  Tax  purposes   in  their country  of incorporation.


		
	7.2.
	Except  as  set  out  in  the  Disclosed   Information,   no  Group  Company   has  any agency,  branch  office,  or other  place of business  or permanent  establishment.


		
	7.3.
	The  Group  Companies   have  in the  past three  (3)  years  in all  material  respects duly and timely  filed all Tax returns  they were  required  to file.


		
	7.4.
	No  non-routine   investigations   or  inquiries   by any  competent   Tax  Authority   are pending, have   been   announced   or,  to  the   best   of  Sellers'    knowledge,   are expected  with respect  to any Group Company.





22


Execution version




		
	7.5.
	None  of the  Group  Companies   is treated  for  any  Tax  purpose  as resident  of a country  other than the country  of its incorporation.


		
	7.6.
	Except  as set out in the  Disclosed  Information,  in the  current  financial  year and the   previous   three   (3)  financial   years,   none  of  the   Dutch   Companies   have claimed   or  have  been  granted   an  exemption   from  Tax  in  connection   with  a reorganization  or merger.


		
	7.7.
	To the Sellers'  best  knowledge,  none of the  Group  Companies  have filed  a U.S. IRS Form 5471.


		
	7.8.
	To  the  Sellers'   best   knowledge,   none  of  the  Group   Companies   have  been requested  by any  United  States  person  to provide  information  that would  enable that United States  person to elect to treat the target  as a qualified  electing fund.


		
	8.
	Disputes and litigation


		
	8.1.
	Except as set out in the Disclosed  Information,  there  are no claims,  suits, actions or proceedings pending against, relating  to,  affecting   the  Group  Companies  or initiated by the Group Companies before any  court,  arbitrator, (semi)governmental department, comrrussron, agency, instrumentality  or authority,   including  a petition  for  a preliminary  hearing  of  witnesses  ("voorlopig getuigenverhoorJl) or   a preliminary   investigation  of  experts  ("voorlopig deskundigenberichf'), nor are, to the best knowledge  of Sellers,  any such claims, suits, actions  or proceedings  threatened  against  the Group  Companies.


		
	8.2.
	None  of the  Group  Companies   are  engaged  in any  criminal   investigations,   nor are to the best of Sellers'  knowledge  any such investigations   threatened.


		
	8.3.
	Except  as  set  out  in  the  Disclosed   Information,   no  outstanding,   unfulfilled   or unsatisfied  judgment,   decree,  order  or award  by any  court,  tribunal  or arbitrator has been made against,  and  not been appealed  by, any Group  Company  or any person  for which  any Group  Company  may be liable  (including  but not limited  to officers,  directors,  and employees).


		
	8.4.
	The  Group  Companies   have  conducted   their  business  and  corporate  affairs  in accordance  with  their  articles  of association   (or the  local  equivalent)   and  in all material  respects  in compliance  with all applicable  laws and regulations.





23


Execution version




		
	9.
	Employees


		
	9.1.
	The  Data   Room   contains   a  complete   overview   of  the  applicable   terms   and conditions  of employment   of all the Employees  as per the date of that overview, setting  out:


		
	a.
	(redacted)  personal  details  (date of birth);


		
	b.
	employer;


		
	c.
	function  and department;


		
	d.
	form of employment  (temporary  or indefinite  time);


		
	e.
	date of commencement   of employment;  and


		
	f.
	basic annual  salary.


		
	9.2.
	No person  previously  employed  or engaged  by any  Group  Company  has a right to continued  or renewed  employment  by that Group Company.


		
	9.3.
	No Employee  (it  being  acknowledged   that  the  Group  interim  CEO  is on a fixed term  contract),   who  may  reasonably   be deemed  a key  employee  of the  Group Companies   has  given  notice  terminating   his or her employment   with  the  Group Companies.


		
	9.4.
	None  of  the  Group  Companies   have  taken  any  action  to  terminate   any  of  the Employees  other than in the ordinary  course  of business.


		
	9.5.
	Other   than   set  out   in  the   Disclosed   Information,   there   is  no   agreement   or understanding (contractual   or otherwise)   between  any  of the  Group  Companies and  any   Employee   or  ex-employee    with   respect   to  their   employment,    their ceasing  to  be employed  or their  retirement  which  is  not  included  in the written terms of such employment.


		
	9.6.
	Other than  the  management  fees for H2 Equity  Partners  and  Dryas  B.V.lAdriaan Roggeveen, there    are    no    management     agreements     or    understandings (contractual   or otherwise)   between  any of the  Group  Companies   and any of the Sellers  or their Affiliates.


		
	9.7.
	The  Group  Companies   have  no temporary   employees   or  seconded  employees other than in the ordinary  course  of business.


		
	9.8.
	No  person,   other  than  the  registered   managing   directors   as  specified   in  the Disclosed   Information   and/or  any  trade  register,   is authorised   to  act  for,  or  to 





24


Execution version


bind or to act as agent or attorney,  for a Group  Company,  other than pursuant  to limited  powers  of attorney  used in the ordinary  course  of business.
		
	9.9.
	The  Group  Companies  have at all times complied  in all material  respects  with all obligations  towards  the Employees  and all labour  Laws, employment  agreements and applicable  collective  bargaining  agreements.


		
	9.10.
	There  is no stock  option  scheme  in place at any  Group  Company.  There  are no other  incentive   or  bonus  schemes  applicable   to  the  Employees   other  than  the incentive  and  bonus  schemes  disclosed  in the  Disclosed   Information.  Except  as set  out  in  the  Disclosed   Information,   no  employee   of  any  Group  Company   is entitled  to any remuneration  calculated  by reference  to sales,  turnover,  or profits of any Group Company.


		
	9.11.
	No   proposal,    assurance    or   commitment    has   been    communicated    to   the Employees regarding    any   change   to   the   terms    of    employment,    working conditions,   pensions  or benefits  and  no negotiations   related  thereto  take  place, other  than  at an  individual  level.  No such  change   will  take  place  as a result  of this  Agreement   or the effectuation   of the  transactions   contemplated   herein,  and no contracts  with  Employees  contain  any  change-of-control    provisions  that would be triggered   by the  Transaction   and  would  result  in  any  additional   right  being provided  to any such  Employee  or  any  additional  obligation  on any of the  Group Companies.


		
	9.12.
	No  Group   Company   has  made  any  material   loan  or  advance   which   is  still outstanding   to  any  Employee  or  any  person  formerly   employed   by  any  Group Company.


		
	9.13.
	No Group  Company  is involved  in any material  strike  or industrial  or trade  dispute with  any  trade  union  or other  body  representing   Employees.   Other  than  as  set out in   the   Disclosed    Information    and/or   pursuant    to   applicable    collective bargaining agreements    (CAO's),    no   agreements    exist   between   any   Group Company  and any trade  unions or other body representing  employees.


		
	9.14.
	Nipparts    Deutschland    GmbH   has   no   employees    and   all   claims   of  former employees  have been fully and finally  settled.


		
	9.15.
	To  the  best  of  Sellers'  knowledge,  the  Group  Company  activities  are  such  that the  Group  Companies  do not fall within  the scope  of (i) the collective  bargaining agreement  for the  Motor Vehicles  and Two-wheelers   (CAO  Metaal  en Techniek, Motorvoertuigenen  Tweew;elerbedrijf),   (ii) the  mandatory   industry  wide  pension fund for the metal and technical  industry,  (iii) the collective  bargaining  agreement 





25


Execution version


for  the  Technical   Wholesale   (CAO  voor  Technische   Groothande/)   and  (iv)  the collective bargaining     agreement     for     Road     Haulage     (CAO     voor     het Beroepsgoederenvervoer)
		
	9.16.
	Less  than  20%  of the  employees  employed   by AP-Logistics   B.V.  perform  road transport  activities.


		
	10.
	Pensions


It  is  agreed   that   no  knowledge   of  the  Purchaser   (and  whether   such  information   is contained   in  the   Data   Room  or  otherwise)   of  a  breach   of  the  Sellers'   Warranties contained  in this paragraph  10 (Pensions)  will limit or qualify  the right of the Purchaser  to make a claim under the Sellers'  Warranties  contained  in this paragraph  10 (Pensions).
		
	10.1.
	The   Disclosed    Information   sets   forth   an   accurate   and   complete   list  of  all collective and individual pension, disability and early retirement plans, deferred compensation    and  similar   arrangements    maintained   or  contributed   to  by  any Group   Company   for  the  benefit   of  any   Employee   or  ex-employee   or  other persons  associated  with a Group Company.


		
	10.2.
	To the  best  of the Sellers'  knowledge,  all pension  arrangement(s)  offered  to the Employees   are  and  have  at  all  times   been   in  material   compliance   with   all applicable Laws   and   with   the    regulations    and   terms    of   these    pension arrangements.


		
	10.3.
	No mandatory  industry wide pension  plans apply to any of the Group Companies.


		
	10.4.
	There    are   no   back   service    liabilities    in   respect    of   any   of   the   pension arrangements   maintained  by the Group.


		
	10.5.
	The  Group  Companies   have  fully  and  timely  satisfied  their  obligations   vis-a-vis the  Employees   and  the  pension  administrator(s)   and  duly  and  timely  paid  all amounts (including     contributions,      premiums     and    expenses)     payable     in accordance  with the pension arrangements,   or have sufficiently  provided  for such obligations   in the Accounts.


		
	10.6.
	There  are no pending  claims  or actions  (other  than  routine  claims for benefits)  in respect  of  the  pension  arrangement(s)  offered   to  the  Employees,   nor,  to  the Sellers'  best knowledge, are any such claims or actions threatened  or do any circumstances   exist which might give rise to any such claim or action.


		
	10.7.
	AIl  amendments    or  changes   made  to  the  pension   plans  have,  to  the  extent required   by  Law,  been  approved   by  the  employees   and  works  council  of  the Group.





26


Execution version




		
	11.
	Insurance


		
	11.1.
	The  Group  Companies   have  concluded   the  insurance   policies  set  out  in  the Disclosed  Information.


		
	11.2.
	In  relation   to  each  insurance   policy  taken   out  by  any  Group  Company,   the following  applies:


		
	a.
	the insurance  policy is in full force and effect;


		
	b.
	all premiums  payable  in the past three (3) years  have been duly paid; and


		
	c.
	to the Sellers'  best knowledge,  there  has been no act or omission  that could make any insurance  policy void or voidable.


		
	11.3.
	No Group Company  has been refused  insurance  during the past three (3) years.


		
	11.4.
	Except  as set out in the  Disclosed  Information,  no Group  Company  have  made any claims  in a total amount  of more than  EUR 125,000 (one hundred twenty  five thousand  euros) during the past three (3) years.


		
	11.5.
	There  are  no  pending  or  asserted   claims  as  to  which  any  insurer  has  denied liability,  and there  are  no claims  that  have  been  disallowed  or according  to the involved  insurer  have been filed improperly.


		
	12.
	Real estate


		
	12.1.
	The Group Companies  do not own, are not entitled  to, have no right or interest  in and are not in occupation  of any real estate  other  than  set out in the  Disclosed Information,    and  the  Group  Company   named  as  the  owner  is  the  legal  and beneficial  owner  of the  whole  of such  real estate  and  has full title  to  such  real estate,   or  is  the  legal  and  beneficial   lessee  of  such  real  estate.   No  Group Company  has contractual  obligation  to purchase  or use any other real estate.


		
	12.2.
	None  of  the  Group  Companies   own  any  real  property   located  in  the  United States.


		
	12.3.
	Other  than  set  out  in the  Disclosed   Information,   the  real  estate  owned  by the Group  Companies   is not subject  to any  Encumbrances,   and  no third  party  has any right of ownership,  right of use, option,  right of first refusal in relation thereto.


		
	12.4.
	The  real  estate  owned  by  the  Group  Companies   is  not  subject  to  long  lease ("erfpachf'),   has neither  been sold by any Group Company,  nor agreed to be sold by a Group Company,  and is not being expropriated  ("onteigend")  and there  is no obligation   for  the  real  estate  to  be  offered  for  sale  to  the  relevant  authorities 





27


Execution version


pursuant   to  the   Municipalities    Preferential    Rights   Act   ("Wet   Voorkeursrecht Gemeenten").
		
	12.5.
	All  lease  agreements   relating  to  any  of  the  real  estate  leased  by  the  Group Companies   are  in full  force  and  effect,  and  the  Group  Companies   are  not  in breach   of  any  material   obligations    under  any  relevant   agreement.    No  other agreements,   whether   verbal  or  in  writing,   pertaining   to  the  real  estate   leased exist  and  no obligations   have  been  assumed  by any  of the  Group  Companies. The  Group  Companies  have at all times  duly  paid the rent payable  in relation  to the real estate  leased.


		
	12.6.
	There  is  no  dispute  or  proceeding   pending  or,  to  the  Sellers'  best  knowledge threatened, regarding   any  real  estate   owned,   leased  or  used  by  the  Group Companies,   and to the Sellers'  best  knowledge  there  is no fact,  circumstance   or matter which  is likely to give rise to any such claim or proceeding.


		
	12.7.
	No Group Company  is under any obligation  to carry out material  improvements   or repairs  of all or part of any real estate  leased  by the Group  Companies,   nor has any  Group  Company  received  any  order  or instruction  with  respect  to any  such improvements   or repairs.


		
	12.8.
	None  of the  real estate  owned,  leased  and/or  used  has suffered  from  any event rendering  the real estate  not suitable  for its current  use in the Business.


		
	12.9.
	Other  than  as set out in the  Disclosed  Information,  each  Group  Company  has to Seller's    best    knowledge     fully    and    timely    complied    with    all    applicable environmental   Laws and zoning  plans and Laws.


		
	12.10.
	Other  than  as set  out  in the  Disclosed   Information,  the  real estate  used  by the Group  Companies  is to Sellers'  best knowledge  not polluted  and/or contaminated with   any   hazardous    substances    (as   such   terms   are   defined   in  applicable environmental   Law) to the extent  that any remediation  obligations  exist  assuming the  continuation   of the  Business  as  undertaken   as at the  Signing  Date  and  no construction   work  requiring  any  excavation   is being  undertaken  with  respect  to the premises  used by the Group.


		
	12.11.
	No Governmental   Authority  has given  any directive,  order  or notice  to the Group Companies  which  could  impose  an obligation  to the  Group  Companies  to  make any improvements   and/or  repairs  of the real estate.


		
	12.12.
	No Group  Company  has received  any claim  from  any Governmental   Authority  in connection  with:





28


Execution version




		
	a.
	any (possible)  pollution  of the real estate  owned; or


		
	b.
	non-compliance   with environmental   Law at the real estate  and facilities  used by the Group Companies.


		
	12.13.
	All  of the  leases  and  subleases  relating  to Lasaulec  are  terminated   and  do not have any ongoing  obligations  for any of the Group Companies.


		
	13.
	Information technology


		
	13.1.
	In the twelve  (12)  months  prior to the Signing  Date, there  have  been  no failures or breakdowns  of any computer hardware or software,  or other computer  or communication   systems,  used or licensed  exclusively  in relation  to the Business, which  have materially  affected  the Business  for any extended  amount  of time.


		
	13.2.
	The Group  Companies  own, or have valid  licences  to use, all computer  hardware and  computer  software  necessary  for  the  continuation   of the  Business  of  each Group    Company    (subject    to   required    investments,    expenses    and   capital expenditure   as set out in the  Disclosed  Information).  All such  licenses  are in full force  and effect and have been complied  with in all material  respects.


		
	13.3.
	All   of   the   IT   hardware,    network,    systems,    software,    telephone    or   other communication   systems  owned  and/or  used  by a Group  Company  are  sufficient to conduct  the Business  as presently  conducted.


		
	13.4.
	Each Group Company  has in place disaster  recovery  and back-up  procedures  for its material  IT hardware,  network, systems,  software,  telephone  and other communication   systems  it owns and/or  used by a Group  Company  and has taken steps   and   implemented    procedures   to  safeguard    its   IT  hardware,    network, systems, software, telephone  and other communication  systems and prevent unauthorized  access  thereto.


		
	13.5.
	All  of the  material  IT hardware,  network,  systems,  software,  telephone   or other communication   systems  are covered  by maintenance  agreements.


		
	13.6.
	There  is no dispute  or proceeding  regarding  any computer  hardware  or software, or other  computer  or communication   systems  used  in the  Business,  and  to the Sellers'  best knowledge  there  is no fact,  circumstance   or matter which  is likely to give rise to any such dispute.


		
	13.7.
	The  Group  Companies  are not in breach  of the agreement  entered  into between Sator  Holding  B.V.- MivarGroup  B.V. and AuDaCon  AG.





29


Execution version




		
	14.
	Intellectual    Property.   ownership.    authorised    use


		
	14.1.
	The  Intellectual   Property  that  is  material  to  the  Business  as  conducted   at  the Signing  Date is (or where appropriate  in the case of pending  applications,  will as far as the Sellers  believe  upon  registration  be) legally  owned  by, validly  licensed to,  or used under the authority  of the owner,  by the  relevant  Group  Companies, free from any Encumbrances.


		
	14.2.
	All  fees  and  other  costs  and  charges   in  relation   to  the  maintenance   of  all registered   Intellectual  Property  that  is material  to the  Business  as conducted  at the Signing  Date have been duly  and timely  paid and nothing  has been done  or omitted  to cause the lapse of registration  of such Intellectual  Property.


		
	14.3.
	The  Group Companies'  Intellectual  Property  that  is material  to the Business  and is not the subject of any claim,  challenge  or opposition  by any third  party without the Group  having acted on such infringement,   and to the Sellers'  best knowledge is  not  being  infringed   upon  by  any  third   party.  Other  than  as  set  out  in  the Disclosed   Information,   no  Group  Company   has  granted  to  any  third  party  any right  or  interest   in  respect   of  the  Intellectual   Property   owned   by  the  Group Companies.


		
	14.4.
	Except  as set out in the Disclosed  Information,  there  is no dispute  or proceeding regarding  any Intellectual  Property  used in the Business,  and to the Sellers'  best knowledge:


		
	a.
	there  is no fact,  circumstance   or  matter  which  is likely  to give  rise  to any such dispute;  and


		
	b.
	the   activities    and   the   products    manufactured    or   sold   by   the   Group Companies   do  not  infringe  any  rights  in  Intellectual   Property  of  any  third party.


		
	14.5.
	To  the  Sellers'  best  knowledge,   all  Group  Company  web  services   have  been developed in   accordance    with   all   applicable    Laws.   The   Sellers    have   no knowledge  of any developers   not having  all required  Intellectual  Property  rights required to do so.


		
	15.
	Legal  compliance


		
	15.1.
	To   the   best   of   the   Sellers'    knowledge,    all   licences,    permits,    consents, authorisations,    certificates    and   registrations     material    to   the   Business    as conducted  by the Group Companies  at the Signing  Date (collectively  and, where 





30


Execution version


appropriate,    individually)    have   been   obtained,   are   in  force,   and   are   being complied  with in ali respects.
		
	15.2.
	To  the  best  of the  Sellers'   knowledge,   no circumstances   exist  or are  expected that  could   result   in  the  suspension,    revocation,   cancellation,    modification    or refusal  to renew any of the  permits  necessary  for the Business  as conducted   by the  Group  Companies   (collectively   and,  where  appropriate,   individually)   at  the Signing  Date, nor will entering  into this Agreement  create  such circumstances.


		
	15.3.
	No  Group   Company   is  a  party   to  or   liable   in  respect   of  any   agreement, arrangement,   or practice  which  in any  way  restricts  its freedom  to carry  on the whole  or any  part of its Business  as it sees  fit or is contrary  to any competition Law.


		
	15.4.
	To the  best of the Sellers'  knowledge,   none of the Group  Companies  have  been the  subject  of  any  investigation    by  any  Governmental   Authority   related   or  in connection  with any violation  of any applicable  anti-bribery  Laws,  anti-corruption Laws, and/or competition  Laws.


		
	16.
	Environmental


		
	16.1.
	All   activities    of   the   Group   Companies    have   been   conducted    in   material compliance   with,  and  all  real  estate  used  by  the  Group  Companies   materially comply with, all environmental   Laws.


		
	16.2.
	No  Group  Company   has  received   any  claim,  notice,  action  or  communication from  any  governmental   or  regulatory   authority,   citizen  group,  employee,   works council  or otherwise,  nor is such claim,  notice,  action or communication   pending, claiming   any  violation   of  any   of  the  environmental    Laws,   or  demanding    or requiring  any environmental   repair,  construction,   alteration  or emission  (including but  not  limited  to  emission   to  air  and  water,  noise  or  malodour)  and  vibration reduction.


		
	16.3.
	The  Group  Companies   currently   hold,  and  are  in  material  compliance   with  all conditions   and  requirements    of,  all  environmental    permits   necessary   for  the Business  and have made all necessary  notifications  ("me/dingen")  required  under all such environmental   permits  or under applicable  Law.


		
	16.4.
	All appropriate  or necessary  action  in connection  with the renewal or extension  of any environmental   permit  has been taken.





31


Execution version




		
	16.5.
	No   soil   or   groundwater    contamination    exists   at  the   Havendoklaan    site   in Vilvoorde, Belgium   which   is  caused   by  activities   of  the   Group   Companies resulting  in decontamination   obligations  or use restrictions.


		
	17.
	Warranties   And  Products


There  is no outstanding  claim  against  any of the Group  Companies  for breach  of service  or  warranty   to  any  customer   and  there  are  no  product   liability   claims outstanding  against  a Group Company.
		
	18.
	Brokers


Other  than  referred  to  in this  Agreement,   no Group  Company   has  engaged,  or caused   to  be  incurred   any   liability   to  any  finder,   broker   or  sales   agent   in connection  with the origin,  negotiation,  execution,  delivery,  or performance  of the Agreement   and  the  transactions    contemplated   hereby  pursuant   to  which   any Group Company  owes or will owe any amounts  if the Transaction   is effectuated.
		
	19.
	Information


		
	19.1.
	All   of   the   Disclosed    Information    provided   to   Purchaser    and/or   any   of   its representatives   and professional  advisors  is correct  in all material  respects.


The  statements    made   in  the   letter  from   Imprima   B.V.  dated   22  April   2013 regarding   the   Data   Room   ("1mprima   Statement")    are  all  accurate   and  the Sellers,  a Group  Company  or any of their advisors  have not taken  any actions  or given   any  instructions    to  take   any  actions   which   may   lead  to  the   Imprima Statement  not being correct.



32




Schedule            8
  Tax



Execution version


SCHEDULE 8   TAX


		
	1.
	Tax  Indemnity




		
	1.1.
	The  Sellers   shall   indemnify   and  hold  the  Purchaser   and  each  of  the  Group Companies harmless  (vrijwaren  en volle dig schadeloosstellen)    from  and against any (i) Tax Liability  for which  a Group Company  is liable  as a result  of any event relating   to   any   period   prior   to  the   Completion    Date,   occurring    before   the Completion   Date  (other  than  Tax  arising  in  respect  of  income,  profits  or gains earned  on  or  after  the  Completion   Date  as  a  result  of  such  an  event)  or  in respect  of any  profits  earned  or revenues  realized  before  the  Completion   Date; (ii) any Leakage  Tax Benefit  included  in the Leakage  Notice which  cannot  be fully obtained  and (iii) any VAT costs not included  in the Leakage  Notice which cannot be fully recovered.




		
	1.1.
	Any  indemnification  payment  made  pursuant  to this  Schedule  8 shall  be treated as  an  adjustment   to  the  Purchase   Price,  for  Tax  purposes,   unless  otherwise required  by applicable   Law.   Each Party shall  notify  the other  party  if it receives notice  that  any  Tax  authority  proposes  to treat  any  indemnification  payment  as other  than   an  adjustment    to  the   Purchase   Price  for  Tax   purposes,   or  if  it otherwise  determines   that  an indemnification  payment  is required  by applicable Law  to  be treated  as  other  than  an adjustment   to  the  Purchase   Price  for  Tax purposes.




2.Exclusions


The  indemnity contained   in Clause 1.1 of this  Schedule    8 shall  not cover  any
Tax Liability  to the extent that:


		
	a.
	an allowance, provision  or reserve  in respect  of that  Tax  Liability  has been made in the Accounts; or




		
	b.
	the  relevant  Tax  Liability  arises  in consequence   of  any  event,  transaction, income,  profit  or  gain in the  event  that  such  event,  transaction, income, profit  or gain  has  occurred  since  the  Effective   Date  in the  relevant  Group Company's ordinary    course    of   business, or   in   the event    that   the corresponding profit,   gain  or  income   to  which   that   Tax   Liability relates occurs  outside  the  ordinary  course  of business  but is for  the  benefit  of the Purchaser  or the relevant  Group Company;  or




		
	c.
	the Tax Liability  arises  or is increased  as a result  of any change,  on or after the  Effective  Date,  in Tax  rates  or the  passing  of or any  change  in Law or 





33


Execution version


		
	d.
	generally  accepted  accounting  practice,  or a change  in interpretation   on the basis  of case  law,  regulation,   directive  or  requirement, or a change in the administrative   practice  of any Tax Authority  or any withdrawal   of any extra- statutory  concession  by a Tax Authority;  or




		
	e.
	the  Tax Liability would not  have  arisen   but  for, or  is  increased by, a transaction,   action  or omission  carried  out or effected  by any member  of the Purchaser's Group   (for   the   avoidance of doubt    including the   Group Companies) or  any  other  person   connected with  any  of  them, including directors,  officers,  employees,   advisors,  agents  or successors  in title  at any time  after  the  Completion   Date,   it  being  agreed   and  understood   that  a correction    after   the   Completion    Date   of  Tax   filings   made   prior  to  the Completion   Date shall  for the  purposes  of this  Schedule   not be considered to exclude  the Sellers'  liability;  or




		
	f.
	written  notice  of  a claim  in  respect  of the  Tax  Liability   is delivered   by the Purchaser  or the  relevant  Group  Company  to the  Sellers  after expiry  of the statutory   limitation   period  applicable   in the  relevant  jurisdiction   to  make  a timely  objection  or appeal to the Tax matter giving  rise to such claim; or




		
	g.
	the Tax Liability  arises  as a result  of any change  on or after the Completion Date in any accounting  policy  (including  the length  of any accounting  period for Tax purposes)  or any Tax or accounting  basis,  method  or practice  of any of the Group Companies,  other than a change  which  is necessary  in order to comply  with the  Law applicable  to the  relevant  Group  Company  in effect  on or prior to the Completion  Date; or




		
	h.
	the  Tax  Liability  arises  as a result  of the  Purchaser  or any  member  of the Purchaser's    Group   (for   the   avoidance    of   doubt    including    the   Group Companies)   not complying  with  its obligations   under  the Agreement  or any ancillary  agreements;  or




		
	h.
	recovery  has  been  made  under  an  insurance  policy,  or the  Tax  Liability  is otherwise  compensated  for without  cost to the Purchaser,  a Group Company or any other  member  of the  Purchaser's   Group,  including  under the Sellers' Warranties.




		
	3.
	Due date for payment




A payment to be made by Sellers  under to Clause  1.1 of this Schedule  8 shall be made



34


Execution version




		
	a.
	in a case  of  any  actual  payment  of or  in respect  of Tax,  five  (5)  Business Days  before  the  date  on  which  such  payment  is  due  to  be  made  to  the relevant  Tax Authority,   provided  that the Company  or the Purchaser  will use all  reasonable   efforts  to  procure  that  it  will  obtain  an  extension   for  such payment;  or




		
	b.
	in all  other  cases,  within  five  (5)  Business  Days  after  the  earlier  of  (i) the date  on  which   a  compromise   or  settlement   had  been  reached   between Parties  with  respect  to a claim on basis of Clause  1.1 of this Schedule   8 (ii) the  date  on which  a full  and final  settlement   agreement   has  been  reached with  the  relevant  Tax  Authoritywith     respect  to  a Tax  Liability  subject  to  a claim  on basis  of Clause  1.1 of this  Schedule   8 or (iii) the date  on which  a final  decision  is made on appeal  with  respect  to a Tax  Liability  subject  to a claim  on basis  of clause  1.1 of this  Schedule   8 against  which  no appeal  is permitted  (uitspraak  in kracht  van gewijsde).




		
	4.
	Tax Benefit


The  indemnification   payment  obligation  of the  Sellers  pursuant  to Clause  1.1 of this Schedule   8 shall  be reduced  by:


		
	a.
	any Tax Refund  actually  received  by any Group Company;






		
	b.
	 any reduction  of Tax actually  owing  by any Group Company;  or




		
	c.
	 the  net  present  value  of  future  Tax  Refunds  or  reductions  of  Tax  for  the Group Company  or any other member  of the Purchaser's  Group;




((a) through  (c) each a "Tax  Benefit")


to the extent  that  the Tax  Refund  or reduction  of Tax is connected  with the facts on  which  the  Purchaser's   claim  pursuant  to  Clause   1.1 of  this  Schedule    8  is based. For the avoidance  of doubt  it is agreed  that any individual  Tax Benefit will not be applied  more than once in respect  of any Tax Liabilities.


		
	5.
	Mitigation


The  Purchaser  shall  take,  and shall  procure  that each  Group  Company  takes  all reasonable  measures  required  to mitigate  any Tax Liability.


6.Preparation of Tax  Returns


		
	6.1.
	The Company  shall,  at the  costs  and expense  of the  relevant  Group  Company, prepare  and  file  (or  procure   the  preparation   and  filing  of)  all  Tax  Returns in





35


Execution version


respect  of the Group  Companies  in a manner  and on a basis consistent  with past practice   and   shall   thus   procure   that   it  will   not,   unless   required based   on applicable laws   or   sound    business    principles of   Dutch   Tax   rules   (goed koopmansgebruik), or, as the case may be, similar  rules  in another  jurisdictions, take  any  position   in  the  Tax  Returns  relating  to  any  Group  Company  that  is contrary  to the position  that the relevant Group Company  has taken or will take in the Tax Returns  relating  to the period up to and including  the Effective  Date


		
	6.2.
	The  Sellers  and the  Purchaser  shall  provide  the  Company  such  information  and render  such assistance  as is necessary  and reasonable  to ensure  the proper and timely  completion  and filing  of such Tax Returns.


		
	6.3.
	The  Company  shall  not amend,  refile or otherwise  modify,  or  cause  or permit  to be amended,   refiled  or otherwise   modified,  any  Tax  Return  filed  by any  Group Company   for  any  taxable   year  or  period  beginning   on  or  before  the  Effective Date,  save  to  the  extent   such  amendments,   refilings   or   modifications   (i)  are required   based  on  applicable   laws  or  sound  business   principles   of  Dutch  Tax rules  (goed  koopmansgebruik),    or, as the case  may  be,  similar  rules  in another jurisdictions,    (ii)  are  required   as  a  result  of  any  evident   mistake   or  (iii)  are required   as  a  result  of  any  adjustments   made  by  any  Tax  Authorities.   To  the extent  that  an  exception   as  set  out  under  (i),  (ii)  or  (iii)  applies,  the  Company shall  advise  the  Sellers  of its intentions  to amend,   refile  or otherwise  modify  the relevant   Tax  Return  and  shall  accept  all  reasonable   comments   of  the  Sellers before amending,  refiling  or otherwise  modifying  the relevant  Tax Return.




		
	7.
	Conduct   of Tax  claims




		
	7.1.
	Upon  becoming  aware  of any  pending  audit,  investigation,   assessment   or other any  other  action  by any  Tax Authority  which  gives  or  may  give  rise to any Tax Liability   ("Tax   Issue")  relating  to  any  taxable   year  or  period  beginning   on  or before the Completion   Date, the Purchaser  shall give written  notice to the Sellers of  such  Tax  Issue  without   unreasonable   delay.  This  notice  shall  set  out  such information   as  is available   and  as  is reasonably   necessary  to  enable  the  other party to assess  the merits  of the Tax Issue. Any failure  to timely  give such notice shall  not affect  the  rights  of the  Purchaser,  except  to the  extent  that  the Sellers are prejudiced  by such failure.


		
	7.2.
	At  its specific   request,  the  Sellers  may  control  the  conduct  of a Tax  Issue  and shall  be  the   responsible   party  to  negotiate,   settle   and  compromise   that  Tax Issue,  if that  Tax  Issue  relates  to  any  taxable  year  or  period  beginning  on  or before  the  Completion   Date  provided  that  the  Sellers  (i)  have  accepted  liability 





36


Execution version


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


		
	7.3.
	The Purchaser  shall procure that:




		
	a.
	each Group  Company  provides  the Sellers  or their  advisors  such information and assistance,   including  but without  limitation  such access  to its books and records,  which  may reasonably  be required  to ensure  a proper and adequate defense  in relation  to the Tax Issue; and




		
	b.
	any correspondence   which  relates  to the Tax  Issue shall  be provided  to the Sellers  or their advisors without  unreasonable   delay.

















37




Schedule       12.1
Purchaser's  Warranties



Execution version


SCHEDULE   12.1                  PURCHASER'S   WARRANTIES


		
	1.
	Capacity and consequences of sale


		
	1.1.
	The Purchaser has been duly incorporated and validly exists under the Laws of its jurisdiction and has the necessary corporate capacity and power to enter into this Agreement and to perform its obligations under this Agreement.


		
	1.2.
	All  corporate and (where applicable) other action required to be taken by the Purchaser to  authorise the execution and performance of this Agreement has been duly taken.


		
	1.3.
	Other than as contemplated by this Agreement, as far as the Purchaser  is aware, no  notices, reports or filings are required to be made by the Purchaser in connection with the   Transaction and no consents, approvals, registrations, authorisations or permits are required to be obtained by the Purchaser in connection with the execution and  performance of its obligations under  this Agreement, all except as explicitly set out in this Agreement.


		
	1.4.
	This Agreement comprises obligations that are legal, valid and binding on the Purchaser and enforceable by the Sellers against the Purchaser in accordance with the terms thereof.


		
	1.5.
	The execution, delivery, performance and consummation by the Purchaser of this Agreement does not and shall not violate a provision of the organisational documents of the Purchaser.







41






Schedule        13.1
Escrow  Agreement

















	
			
	 
	 
	 








Draft,  for  discussion  purposes  only




Pending  client  acceptance  by


ABN AMRO  Escrow & Settlement




ESCROW & SETTLEMENT AGREEMENT 




Escrow Reference  CarCare


	
			
	 
	 
	 








among






LQK NETHERLANDS B.V. 


as the  Purchaser




and


 
STICHTING CARCARE




and






ABN AMRO  Bank N.V.


(trading  as ABN AMRO Escrow & Settlement)


as the  Escrow Agent








Dated  [1] May 2013





130405 Draft Escrow Agreement CarCare








THE UNDERSIGNED:




		
	1. 
	LQK NETHERLANDS B.V., a private  company  with  limited  liability   incorporated    under the   laws  of  the  Netherlands,    having  its  registered   address  at  's-Gravenlandseweg 379, 3125  BJ Schiedam,  filed  at the trade  register  held by the  Chamber  of Commerce in Rotterdam under  registration   number  57731306, 


hereinafter   referred  to as: the  Purchaser;




		
	2.
	STICHTING CARECARE, a foundation    (stichting)   incorporated    under  the  laws  of  the Netherlands,having  its  registered   address  at  Oosteinde   19,  1017WT  Amsterdam, filed  at the  trade   register  held  by the  Chamber  of  Commerce   in Amsterdam   under registration number  57740836,


hereinafter   referred  to as: the  Stichting;




		
	3.
	ABN AMRO  Bank N.V., (trading  as ABN AMRO Escrow & Settlement),   a public  limited liability   company  organised  and  existing  under  the  laws of the  Netherlands,   for  the purposes  hereof  having  its address at Weena  200, Rotterdam   (The Netherlands),   filed at  the   trade   register   held   by  the   Chamber   of   Commerce    in  Amsterdam    (The Netherlands)  under     registration      number     34334259     and    with     VAT   number N L820646660B01,


hereinafter   referred  to as: the  Escrow Agent;




The  Purchaser  and the  Stichting  are  hereinafter   jointly   referred  to  as the Parties  and each individually   as a Party.






WHEREAS:




		
	A.
	The  following   companies   together    are  holder  of the  entire   issued  and  outstanding share   capital   of   Sator   Beheer   B.V.,  a  private    company    with    limited    liability, incorporated under  the  laws of the  Netherlands,   with  registered   seat in Amsterdam, the  Netherlands,   registered   with   the  trade   register  of  the  Chamber  of  Commerce under  number  34341147   (the Company);




		
	a.   
	H2 SATOR B.V.,  a private   company  with   limited   liability   incorporated    under the  laws of  the  Netherlands,   having  its  registered   address  at  Oosteinde   19, 1017WT  Amsterdam,    filed   at  the  trade   register   held   by  the   Chamber   of Commerce  in Amsterdam   under  registration   number  34341144, 


hereinafter   referred  to as: the  Seller I;


		
	b.    COOPERATIEVE H2  SATOR  U.A.,  a  private   company   with   limited    liability incorporated
	under  the  laws of the  Netherlands,   having  its registered  address at Oosteinde   19, 1017WT  Amsterdam,   filed  at the  trade  register  held  by the Chamber  of Commerce  in Amsterdam   under  registration   number  34373652, 


hereinafter   referred  to as: the  Seller II; and


		
	c.
	HOLDING SATOR MANAGEMENT  B.V., a private  company  with  limited  liability incorporated    under  the  laws of the  Netherlands,   having  its registered  address at Riederhagen  5, 2993XE Barendrecht,   filed  at the  trade  register  held  by the Chamber  of Commerce  in Rotterdam  under  registration   number  24481004, hereinafter   referred  to as: the  Seller III;


Seller  I,  II  and  III hereinafter jointly referred to as the Sellers  and  each individually as a Seller.


		
	B.
	the  Sellers and the  Purchaser  have entered   into  a share  purchase  agreement   dated [22]  April  2013  (the  SPA) with   regard  to  the  sale and  purchase  of the  entire  issued and outstanding   share capital  of the  Company;









130405 Draft Escrow Agreement CarCare








		
	C.   
	the  Sellers have certain  obligations   pursuant  to the SPA / Agreement;




		
	D.
	in order  to secure possible  liabilities  of the Sellers, the  Sellers and the  Purchaser have agreed  for  the  Purchaser  to  pay an amount,   as further   specified   in the  SPA, into  an escrow  account;




		
	E.
	the  Sellers  have  assigned  and  transferred   their  rights  and  obligations   in relation  to this  Escrow  & Settlement   Agreement   to  the  Stlchtlng,   which  assignment   has been accepted by   the   Stichting.    The   purchaser    has   acknowledged     and   agreed   to assignment;




		
	F.
	the   Escrow  Agent   has  agreed   to   open   and  manage   the   escrow   account,   all  in accordance  with  the terms  laid down  in this  Escrow & Settlement   Agreement.






HAVE AGREED AS FOLLOWS:




1.     Appointment    of the  Escrow Agent


The  Parties  hereby   appoint   the   Escrow  Agent   for   the   purpose   of  this   Escrow  & Settlement    Agreement    as  escrow   agent  and  hereby   instruct   the   Escrow  Agent  to administer   the  Escrow Account  and to  perform  certain  services in accordance  with  the terms   and  conditions   set  out  in this  Escrow  & Settlement    Agreement.   The  Escrow Agent  hereby  accepts the  appointment    and the  instructions.


2.    Escrow Account


The details  of the  account  in which  the  Escrow Agent  will  receive the  Escrow Amount as further   contemplated   in this  Escrow & Settlement  Agreement   (the  Escrow Account)
are as follows:




Account in name of    :    ABN AMRO ESCROW& SETTLEMENT
Account Reference    :    CarCare
Currency    :    EUR
Account number    :    [=]
IBAN number    :    [=]
Bank    :    ABN AMRO Bank N.V.
Bank address    :    Coolsingel 93, Rotterdam,  The Netherlands
SWIFT address    :    ABNANL2A




3.    Escrow Amount


The Escrow Amount   is the  amount as received  in the  Escrow Account  and confirmed as received  by the  Escrow Agent and  as reduced, from time to  time, in compliance with  this Escrow & Settlement Agreement.


The Parties have agreed for the  Purchaser to transfer  an amount  of EUR 2,000,000  (in words:  two  million  euro),  into  the  Escrow Account,  on the  date  of signing this  Escrow & Settlement  Agreement.


Upon  receipt  of the  Escrow  Amount   in the  Escrow Account,  the  Escrow Agent  shall notify  the  Parties.


4.    Notices


1.           Escrow Release Notice


The template   document   as annexed  to  this  Escrow & Settlement   Agreement (annexed  as Schedule  B), which  is to  be used  by the  Parties to  instruct   the Escrow Agent  to  release  (a part  of) the  Escrow Amount  to such beneficiary  as further   





130405 Draft Escrow Agreement CarCare








specified   in  the  Escrow  Release Notice  and  in  compliance   with  the Escrow Release Conditions.


2.           Escrow Stichting   Entitlements    Notice


The template   document  as annexed to this  Escrow Agreement   (annexed  as Schedule C), which  is to be used by the Stichting  to inform  the  Escrow Agent of the apportionment    of entitlement   of the Stichting  to (a part of) the  Escrow Amount  in the  event  of a release of (a part of) the  Escrow Amount  to the Stichting  in compliance  with  Escrow Release Condition  5.1.


5.    Escrow Release Conditions


The earlier  of the following   events to occur:


1.    Escrow Release Condition   1


On the  first  Dutch  business day following   1 May  2015, the  Escrow Agent  shall, without   any instruction   from  the  Parties being  required,   release the  balance  of the   Escrow  Amount    to   the   Stichting   as  specified   in  the   Escrow  Stichting Entitlements   Notice  duly executed  by the  Stichting  to the  Escrow Agent  prior  to such date,  unless the  Escrow Agent  has received  an Escrow Claim Notice,  duly executed  by the  Purchaser  at least one (1) Dutch  business day before  the  date mentioned   above  in this  Escrow Release Condition  1, in which  case the following provisions  of this clause 5.1 shall apply.


In the  event  that  the  Escrow  Agent  receives  (an)  Escrow  Claim  Notice(s),  the Escrow  Agent   shall   release  the   balance  of  the   Escrow  Amount    minus   the aggregate  amount   stated  in the  Escrow Claim Notice(s)  received  by the  Escrow Agent in accordance  with  this Escrow Release Condition  1.


2.    Escrow Release Condition   2


Upon receipt  by the  Escrow Agent  of an Escrow Release Notice  jointly   and duly executed  by the  Parties  instructing   the  Escrow Agent  to  release  (a part  of) the Escrow Amount   to  the  Stichting  and/or  the  Purchaser,  the  Escrow Agent  shall release  (a part   of)  the   Escrow  Amount   in  full  compliance   with   such  Escrow Release Notice.


If the  Escrow Release Notice  is to release a claimed  amount  such Escrow Release Notice  shall specify  exactly  which  part  of the  claimed  amount   is to  be released and by doing  so the  Parties acknowledge  the  claim is no longer  outstanding   with respect to such amount.


3.    Escrow Release Condition   3


Upon   receipt   by  the   Escrow  Agent   of  an  opinion    of   a  lawyer   reasonably acceptable  to the  Escrow Agent  and admitted   to the  bar in the jurisdiction   and forum   of  the   Netherlands,   not  being  a  lawyer   employed   or  associated  with Baker & McKenzie  Amsterdam   NV or  Houthoff   Buruma  Coöperatief,   that  there exists a final  judgement,   no longer  subject  to  appeal,  to  release  (a part  of) the Escrow Amount   to  the  Purchaser  and/or   the  Stichting,  the  Escrow Agent  shall release  (a part  of)  the  Escrow  Amount   in  full  compliance   with   such  lawyer's opinion.


6.    Escrow Account  Interest


The  Escrow Account   Interest   is the  interest   as received  in the  Escrow Account.  The Party that  is entitled   to  the  Escrow Amount   (or  part  thereof)   is also entitled   to  the accrued  Escrow Account   Interest   relating  thereto.   The  Escrow Account   Interest  shall be  released  one  month   after   the   release  of  the   Escrow  Amount   or  the   last  part thereof.


7.    Escrow & Settlement   Terms and Conditions







130405 Draft Escrow Agreement CarCare








The   Escrow  Agent   shall   have  only   those   duties,   obligations    and   responsibilities expressly  specified  in this  Escrow & Settlement   Agreement   and shall have no implied duties,  obligations  and responsibilities.


The Escrow & Settlement   Terms and Conditions,  annexed  to this  Escrow & Settlement Agreement   as Schedule  D, shall be deemed  to form  part  of this  Escrow & Settlement Agreement.


In the  event  of  a conflict   between  the  body  of this  Escrow  & Settlement   Agreement and  the   Escrow  &  Settlement    Terms  and  Conditions,   the   body  of  this  Escrow  & Settlement   Agreement   shall prevail.


8.    Contact  details


Any notice,  instruction   and communication   addressed  to the  Escrow Agent shall only be deemed  to be valid  if made in writing,  in English and duly executed  and if the following   address and contact  details  are used and if such notice,  instruction   and communication    is confirmed   to be received  by the  Escrow Agent:


ABN AMRO Bank N.V.
ABN AM RO Escrow & Settlement 
Attn.  the  Operations   Director 
Blaak 555 (PAC: GP0765)
3011 GB Rotterdam
P.O. Box 1898
3000 BW Rotterdam
The Netherlands


Facsimile    :+3110  4016225
E-mail:        escrow-settlement@nl.abnamro.com






The Escrow Agent is entitled to  rely on all information contained in Schedule A of this Escrow & Settlement Agreement.


The  Parties  are  entitled   to  amend  their   address  and  account   details  by  means  of submitting   a duly executed  notice  to that  extent  to the  Escrow Agent.


9.    Escrow Agent  Fees


The Escrow Agent  Fee for  arranging  this  Escrow & Settlement   Agreement   (the  Set Up Fee) shall be EUR 5.000  (in words:  five  thousand   euro)  and shall be due and  payable 50% by the  Stichting   and  50% by the  Purchaser  upon  receipt  of  an invoice  from  the Escrow Agent.


The  Escrow Agent  Fee per  release  (the  Release  Fee) of  the  Escrow Amount   (or  any part thereof)   to  a beneficiary   shall be EUR 250 (in words:  two  hundred  and fifty  euro). The  Release Fee shall  be  due  and  payable  by  such  Party  which   is beneficiary   of  a release  and  shall  be  paid  by  means  of  withholding    the  applicable   amount   from  the amount(s)  which  is/are  released  by the  Escrow Agent.


Any   addendum    or   amendment     to   this    Escrow   &   Settlement     Agreement     (an Addendum)   shall be charged  at EUR 2.000,00  (in words:  two  thousand  euro),  due and payable  in equal  parts  by the  Stichting   on the  one  hand  and  the  Purchaser  on  the other  hand.


An amendment   in Schedule  A is, for the  purpose  of this   article,  considered  not to  be an Addendum.


All Escrow Agent  Fees are excluding  VAT.


10.     Termination





130405 Draft Escrow Agreement CarCare










This  Escrow  &  Settlement    Agreement   terminates    with   immediate    effect   as per  the moment  the  outstanding   balance on the  Escrow Account  amounts  to nil euro for  more than ten  consecutive   Dutch  business days.


This  Escrow  &  Settlement    Agreement   may  be  terminated    by  the  Parties  jointly    in writing   observing  a 45 days notice  period.


As of termination    the  Escrow Agent  shall  be discharged  of  its obligations   under  this
Escrow & Settlement   Agreement.


		
	11.    
	Assignment or transfer of rights




No Party  may assign or transfer   any of its rights  and/or   obligations   under  this  Escrow &  Settlement   Agreement   without    prior  written   consent   of  the  other   Party  and  the Escrow Agent.


12.      Confidentiality


Save when   required   by applicable   laws or  regulations   of  any competent   regulatory authority   or court,  neither  the  Escrow Agent,  nor any of the  Parties shall divulge  any information    in   relation    to   this   Escrow  &   Settlement    Agreement,    including    the existence  of this  Escrow & Settlement   Agreement   and the  provisions  set out  herein.


13.         Governing law




This  Escrow  &  Settlement    Agreement   is governed   by  and  construed   in  accordance with  the  laws of The Netherlands.


Any  dispute   arising  from   or  connected   with  this  Escrow  &  Settlement   Agreement   is subject   to   the   exclusive   jurisdiction    of  the   competent    court   in  Amsterdam,    The Netherlands.


14.        Counterparts


This Escrow   &   Settlement     Agreement     may   be   executed    in   any   number    of counterparts,    all of  which,  taken  together   constitute   one  agreement   and  any  Party may enter  into this  Escrow & Settlement   Agreement   by executing  a counterpart.


SCHEDULES:


Schedule A      Address  and Account  Details


Schedule  B      Template  of Escrow Release Notice


Schedule  C      Template  of Escrow Stichting  Entitlements   Notice


Schedule  D      Escrow & Settlement   Terms and Conditions






Signature  page  to follow























130405 Draft Escrow Agreement CarCare








The  undersigned    each  agree  to   be  bound   by  the   terms   of  this   Escrow  &  Settlement Agreement   and the  Escrow  & Settlement   Terms  and  Conditions   (annexed  as Schedule  D) attached  thereto.




	
			
	For and on behalf  of the  Purchaser
	 
	 

	 
	 
	 

	 
	 
	 

	By:
	 
	By:

	Date:
	 
	Date:

	 
	 
	 

	For and on behalf  of the Stichting
	 
	 

	 
	 
	 

	 
	 
	 

	By:
	 
	By:

	Date:
	 
	Date:

	 
	 
	 

	For and on behalf  of ABN AMRO  Bank N.V.
	 
	 

	 
	 
	 

	 
	 
	 

	By:
	 
	By:

	Date:
	 
	Date:























130405 Draft Escrow Agreement CarCare








SCHEDULE  A






	
			
	Address and Account  details

	Purchaser
	Company  name
	LKQ Netherlands   B.V.

	 
	Address
	's-Gravelandseweg   379

	 
	 
	 

	 
	Postal Code and City
	3125  BJ        Schiedam

	 
	Country
	The Netherlands

	 
	VAT no.
	[=]

	 
	Duly represented   by
	Mr. John Sidney Quinn

	 
	Contact  person
	[=]

	 
	Telephone  /  Fax
	[=]                                [=]

	 
	E-mail
	[=]

	 
	Account  in name of
	[=]

	 
	Account  number
	[=]

	 
	IBAN number
	[=]

	 
	Bank
	[=]

	 
	Bank address
	[=]

	 
	Swift  address
	[=]

	Stichting
	Company  name
	Stichting  Carcare

	 
	Address
	Oosteinde  19

	 
	 
	 

	 
	Postal Code and City
	1017 WT       Amsterdam

	 
	Country
	The Netherlands

	 
	VAT no.
	N/A

	 
	Duly represented   by
	H2 Equity  Partners  B.V.

	 
	Contact  person
	Patrick  Kalverboer  and Harmen  Geerts

	 
	Telephone  /  Fax
	+31206790822    +31206758359 

	 
	E-mail
	p.kalverboer@h2ep.com and h.geerts@h2.nl

	 
	Account  in name of
	[=]

	 
	Account  number
	[=]

	 
	IBAN number
	[=]

	 
	Bank
	[=]

	 
	Bank address
	[=]

	 
	Swift  address
	[=]























130405 Draft Escrow Agreement CarCare








SCHEDULE   B




Template   of Escrow Release Notice




To:          ABN AMRO Escrow & Settlement
Attn.  the  Operations  Director


From:     [=] 


Date:      [=]
Re:         Escrow & Settlement   Agreement   CarCare




On  [=], the  Escrow Agent,  the  Purchaser  and  the  Stichting   have entered   into  an Escrow  & Settlement    Agreement   with   Escrow  Reference   CarCare.  Unless  otherwise   defined   herein, capitalised   terms   in this  notice  shall  have the  meaning   ascribed  to  them   in the  Escrow  & Settlement   Agreement.


In  compliance   with   Clause  5.2  of  the   Escrow  &  Settlement    Agreement,   the   undersigned notify  the  Escrow Agent  to  proceed  to  the  release  of  all or  part  of the  Escrow Amount   as follows:




Amount  to be released     :


In writing        :


Beneficiary         :                    Stichting






For and on behalf  of the Purchaser                               For and on behalf  of the Stichting


	
			
	 
	 
	 

	By:
	 
	By:

	Date:
	 
	Date:














Please attach to the Escrow Release Notice appropriate documents certifying the authority of each of the signatories representing the relevant party.













130405 Draft Escrow Agreement CarCare








SCHEDULE   C




Template   of Escrow Stichting  Entitlements    Notice




To:    ABN AMRO Escrow & Settlement
Attn.  the  Operations  Director 


From:     the Stichting
Date:    [=]
Re:    Escrow Agreement   CarCare


On  [=]  the   Escrow  Agent,  the  Purchaser  and  the  Stichting   have  entered   into   an  Escrow Agreement   with   Escrow  Reference   CarCare.  Unless  otherwise   defined   herein,   capitalised terms  in this  notice  shall have the  meaning  ascribed to them  in the Escrow Agreement.


In compliance   with  Clause 5.1 of the  Escrow Agreement,   the  undersigned   notify  the  Escrow Agent that  each and every  release to the  Stichting  of (a part of) the Escrow Amount   pursuant to  the   Escrow  Release  Conditions   5.1  shall  be  executed   by  the   Escrow  Agent   in  strict conformity   with  the following   apportionment




Stichting                                                                                          100 percent




For and on behalf  of Stichting  CarCare


	
		
	 
	 

	By:
	 

	Date:
	 















130405 Draft Escrow Agreement CarCare








SCHEDULE D


ESCROW & SETTLEMENT  TERMS AND CONDITIONS


The Escrow Amount


		
	1.   a.
	These  Escrow &  Settlement  Terms  and Conditions  shall  apply  to  and form  an integral  part  of  this  Escrow &  Settlement Agreement   and  any  amendments   made  thereto   at  a  later  date,  such  original  Escrow &  Settlement   Agreement   and/or amendments  thereto  hereinafter  jointly  and severally referred to as the "Escrow & Settlement  Agreement",  entered  into by the Parties and the  Escrow Agent. Any (general) terms  and conditions  used by either  of the  Parties in whatever  form  shall not be applicable to this Escrow & Settlement Agreement.




b.      The Parties hereby explicitly agree that the Escrow Agent holds legal title  to the Escrow Amount  for the duration  of this Escrow & Settlement  Agreement  and is administered  by the  Escrow Agent in accordance with  the terms  of this  Escrow & Settlement Agreement.


		
	2. 
	The  Escrow Agent  shall  have no obligations  pursuant  to  this  Escrow &  Settlement  Agreement  other  than  those  expressly stipulated  herein. The Escrow Agent's  sole obligation  shall consist of the  release of (any part  of) the  Escrow Amount(s),  in accordance with the terms of this Escrow & Settlement  Agreement. The Escrow Agent shall sufficiently  maintain  its operation  to carry out its obligations  hereunder.  Nothing herein shall constitute  a partnership  or a joint  legal title  (gemeenschap) between the Parties and or Escrow Agent or any two or more of them.




3.            The term  "Entitlement"   used herein  refers to  any entitlement   to  (a part  of) the  Escrow Amount  by either  Party and/or  the Escrow Agent (or if applicable a third  party) and as indicated in this Escrow & Settlement Agreement.


		
	4. 
	The Escrow Agent  hereby irrevocably  and unconditionally  waives any right  it  might  have under  applicable  law to  set-off  its obligation  to release an Entitlement,  against any claims it might have on the person or entity entitled  to such Entitlement  other than claims and/or  Entitlements based upon this Escrow & Settlement  Agreement.




		
	5.
	Any  Interest  received over the  Escrow Amount  is due and payable to  the  Escrow Agent as part  of  its remuneration,   unless expressly otherwise agreed between the Parties and the Escrow Agent in this Escrow & Settlement  Agreement.




		
	6. 
	The Escrow Agent shall keep complete  and accurate books of the  Escrow Account and records relating  to the  Escrow Amount received and released by it hereunder.  Each of the  Parties shall be entitled  to audit the  Escrow Agent's  books relating to the administration  and the release of the Escrow Amounts  at its own expense, but no more than once every 12 months during the term  of this Escrow & Settlement  Agreement.  In any such case, the Escrow Agent shall be entitled  to charge a reasonable hourly fee for  providing  assistance, information   and services related to  such audit.  Such fees shall, for  the  purpose  of this Escrow & Settlement  Agreement,  be deemed Escrow Agent Expenses and shall be due and payable by the  Party that  has instigated the audit.






Fees and Expenses


		
	7.     a.
	 It is agreed that the Escrow Agent shall be paid fees in a form  as agreed upon in this Escrow & Settlement  Agreement  ("Escrow Agent Fees·) in exchange for its services rendered under this Escrow & Settlement  Agreement. The Escrow Agent is allowed to retain  both the  Escrow Agent Fees, and the  expenses incurred  by it  in connection  with  this  Escrow & Settlement  Agreement ("Escrow Agent Expenses") against the Entitlements of the  Parties. In the event that any amounts owed to the Escrow Agent are not  settled  when  due, the  Escrow Agent  shall be irrevocably  authorised  at  any time  to  effect  payment  out  of  the  Escrow Account, without  prejudice to any payment obligation  of the Parties.




b.    The Escrow Agent Fees shall be non-refundable  and shall be due and payable as agreed in this Escrow & Settlement  Agreement.


		
	c. 
	The Escrow Agent Expenses shall include any costs and expenses incurred  by the  Escrow Agent in connection  with  its activities hereunder,  including (but not limited to) bank charges.







130405 Draft Escrow Agreement CarCare










		
	d. 
	VAT is a mandatory tax imposed on fees for professional services. Each Party shall be responsible for the correctness of the VAT number  referenced in Schedule A. VAT will always be charged on top of our fees to Dutch tax resident entities.  To the extent we are provided with  a VAT number and an entity  is a non Dutch EU tax resident, the Escrow Agent will apply the so called 'reverse charge'. This means that  all fees shall be invoiced exclusive of VAT. The reverse charge will  always be applied with  respect to entities  which are non EU tax resident, even when  no VAT number  is submitted  to the  Escrow Agent.  Possible levy of VAT tax shall be governed by the applicable local tax regulations.




		
	e. 
	All amounts due by a Party to the Escrow Agent under this Escrow & Settlement Agreement shall be paid gross, except if taxes need to be deducted or added. If taxes were to  be deducted from any amounts paid or to be paid by a Party to the Escrow Agent, such Party shall pay the additional  amounts required to ensure that the amount received by the Escrow Agent is equal to the full  amount  which it would  have received if the  relevant payment had not been subject to the deduction  of such taxes. If taxes were to be added to any amounts paid by any Party, such Party shall pay such taxes on top of such amounts. Furthermore such Party shall reimburse the Escrow Agent for any taxes paid with  regard to this Escrow & Settlement Agreement.


All  Entitlements  to  be released by the  Escrow Agent  hereunder  shall be released without   deducting  or withholding   taxes in respect  thereof, unless the  Escrow Agent  is obliged  under  applicable  law to  deduct  or  withhold   taxes  in  respect  of  such Entitlements,  as the case may be. In such cases the  Escrow Agent shall, vis-a-vis the person or entity to which such Entitlement pertains, be entitled  to deduct or withhold  such taxes prior to such Entitlement  being released. If at any time the  Escrow Agent determines  that  the  (value of) the  Escrow Amount  is not  sufficient  to  make the  necessary deductions  or with holdings, the Parties, jointly   and severally,  shall at  the  Escrow Agent's  request,  forthwith   pay the  amount  of  any such shortfall  or  the estimated amount thereof  in the Escrow Account.




Liability of the Escrow Agent


		
	8.    a.
	The Escrow Agent shall be indemnified  and held harmless jointly  and severally by the Parties against any and all costs, expenses, damages or losses suffered by the Escrow Agent in connection  with  any action, suit, proceeding, claim or demand, which in any way,  directly  or  indirectly,  arises from  or  relates  to  the  performance   of  the  duties  of  the  Escrow Agent  pursuant  to  the provisions  of  this  Escrow &  Settlement   Agreement,   except  in the  event  of  gross negligence  (grove nalatigheid)   or  willful misconduct (opzet) by the Escrow Agent.




		
	b.
	The Escrow Agent shall not be liable for any damages or losses occurring as a result of any act, mistake or omission made by it in good faith  or by reason of any other  matter  or thing,  except  in the  event  of gross negligence (grove nalatigheid)  or willful misconduct  (opzet)  by the  Escrow Agent.  In  no event  shall the  Escrow Agent  be liable  for  any  consequential,  indirect  or unforeseeable damages.




		
	9.
	In the  event that  the  Escrow Agent  shall  be uncertain  as to  its duties  or  rights  hereunder  or shall  receive  instructions  or demands from  any party to this Escrow & Settlement  Agreement  which in its opinion conflict with  any provisions of this Escrow & Settlement  Agreement,  or if the Escrow Agent reasonably assumes that  it becomes illegal, or impossible for  reasons outside the  Escrow Agent's control, to carry out any of the  provisions  hereof, the  Escrow Agent shall be entitled  to refrain from  taking any action, until in its opinion, the uncertainty  has been solved. The Escrow Agent shall not be required to take any legal action or to institute  (or defend its position  in) legal proceedings. If the Escrow Agent does elect to act it may do so only to the extent that  It shall have received such security as it may require (whether  by way of payment in advance or otherwise)  for any cost or expenses relating thereto.




		
	10.  a.
	The Escrow Agent shall never be under any duty to make a payment  of any amount, which exceeds the balance on the Escrow Account at any point in time.




		
	b.
	Any liability  arising from  obligations  of the  Escrow Agent under this Escrow & Settlement  Agreement  shall be restricted  to and shall never exceed the Escrow Amount.




		
	11.  a. 
	The Escrow Agent shall be entitled  to  rely on information,   reasonably believed by the  Escrow Agent to be correct,  provided to the Escrow Agent by a Party and on any document  or 







130405 Draft Escrow Agreement CarCare








correspondence  reasonably believed by the  Escrow Agent to  be genuine and to have been sent or signed by the person by whom  it purports to have been sent or signed. Provided the Escrow Agent has acted reasonably, it shall not be liable to any Party for any consequence of any such reliance.


		
	b.
	The Escrow Agent may, in its sole discretion  and notwithstanding   article 11 a of the Escrow & Settlement  Terms and Conditions hereto,  request that  an  Escrow Release Notice  should  be submitted   to  the  Escrow Agent  in  legalised and  apostilled  form, whereas the  legalisation should at least refer to  (i) the  authenticity  of the  signatures of the  individuals  who  have purportedly executed the Escrow Release Notice and (ii) the fact that the individuals who have executed the  Escrow Release Notice had the representational  authority  to  do so. Insofar as it  is not  possible to  provide  an Escrow Release Notice in apostilled  form,  the Escrow Agent may, in its reasonable discretion,  require that the Escrow Release Notice is legalised up until a Dutch Embassy or a Dutch Consulate.




		
	12.
	Any claims in relation to the Escrow Agent's liability  hereunder  shall be made within  fifteen  calendar days after the occurrence of the event upon which the claim is based.






Miscellaneous


		
	13.
	The Parties explicitly agree not to attach the Escrow Amounts  nor to take any other legal action against the Escrow Agent, which will or may impede the Escrow Agent's performance  of its obligations  under this Escrow & Settlement  Agreement.




		
	14.
	Where  reference is made to a 'Dutch  Business Day' or a 'Business Day' in this Escrow & Settlement  Agreement,  this shall mean each such day during which banks are open for general business in The Netherlands.




		
	15.
	Confirmations  from  Escrow Agent with  regard to the balance of the Escrow Amount  or amounts received in the  Escrow Account can be in the format  of (electronic)  bank statements  and/or  account statements  and shall be conclusive evidence with  respect to the Escrow Amount.




		
	16.
	The Escrow Agent shall use its best effort  to process Notices it receives prior to 12.00 hours CET time  on a Business Day on that same Business Day, whereas the  Escrow Agent  does not  have any obligation  whatsoever  to  process a Notice  it receives after 12.00 hours CET time on a Business Day on that  same Business Day.




		
	17.
	This Escrow & Settlement  Agreement  replaces and annuls any agreement,  communication,  offer,  proposal,  or correspondence, oral or written,   exchanged or concluded  between  the  Parties and the  Escrow Agent and relating  to  the  same matter,  unless explicitly agreed otherwise  in writing.









130405 Draft Escrow Agreement CarCare






Schedule       13.2
Tax Escrow Agreement





AAB Comments  April  5, 2013
 _________________________________________________


Draft,  for  discussion  purposes  only


Pending  client  acceptance  by
ABN AMRO  Escrow & Settlement


ESCROW & SETTLEMENTAGREEMENT


 Escrow Reference CarCare Tax
_________________________________________________






among






LQK NETHERLANDS B.V. 
as the  Purchaser




and






STICHTING CARCARE






and






ABN AMRO  Bank N.V.
(trading  as ABN AMRO Escrow & Settlement)
as the  Escrow Agent






Dated [1] May 2013





130405 Draft Escrow Agreement CarCare Tax






THE UNDERSIGNED:


		
	1.
	LQK NETHERLANDS B.V., a private  company  with  limited   liability  incorporated    under the   laws  of  the   Netherlands,  having  its  registered   address  at  's-Gravenlandseweg


379, 3125  BJ Schiedam,  filed  at the trade  register  held  by the  Chamber  of Commerce in Rotterdam   under  registration number  57731306,
hereinafter   referred  to as: the  Purchaser;


		
	2.
	STICHTING CARECARE, a foundation  (stichting) incorporated  under  the  laws  of  the Netherlands,having  its  registered   address  at  Oosteinde   19,  1017WT  Amsterdam, filed  at the  trade register  held by the  Chamber  of  Commerce  in Amsterdam   under registration number  57740836,


hereinafter referred  to as: the  Stichting;


		
	3.
	ABN AMRO  Bank N.V. (trading  as ABN AMRO  Escrow & Settlement),   a public  limited liability   company   organised  and existing  under  the  laws of the  Netherlands,   for  the purposes  hereof  having  its address at Weena  200, Rotterdam   (The Netherlands),   filed at  the   trade    register   held   by  the   Chamber   of   Commerce   in  Amsterdam    (The Netherlands) under     registration      number     34334259     and    with     VAT   number NL820646660B01,


hereinafter   referred  to as: the  Escrow Agent;


The  Purchaser  and the  Stichting   are hereinafter   jointly   referred   to  as the  Parties  and  each individually   as a Party.


WHEREAS: 


WHEREAS:


		
	A.
	The following   companies   together   are  holder  of the  entire   issued  and  outstanding share   capital    of   Sator   Beheer   B.V.,  a   private    company    with    limited    liability, incorporated    under  the  laws of the  Netherlands,   with  registered  seat in Amsterdam, the  Netherlands,    registered   with  the  trade   register   of  the  Chamber  of  Commerce under  number  34341147   (the Company);




		
	a.
	H2 SATOR B.V., a private company with limited liability incorporated under the laws of the Netherlands, having its registered address at Oosteinde 19, 1017WT Amsterdam, filed at the  trade register held  by the Chamber of Commerce in Amsterdam under registration number  34341144, hereinafter referred to as: the Seller I;




		
	b.
	COOPERATIEVE H2 SATOR U.A., a private company with limited liability incorporated under the laws of the Netherlands, having its registered address at Oosteinde   19, 1017WT Amsterdam, filed at the trade register held by the Chamber of Commerce in Amsterdam under registration number 34373652, hereinafter referred to as: the Seller II; and




		
	c.
	HOLDING SATOR MANAGEMENT  B.V., a private  company  with  limited  liability incorporated under the  laws of the  Netherlands,   having its registered  address at Riederhagen  5, 2993XE Barendrecht,   filed  at the trade  register  held  by the Chamber  of Commerce  in Rotterdam  under  registration   number  24481004, hereinafter referred  to as: the Seller III;


 Seller  I,  "  and  '"   hereinafter    jointly    referred   to   as the   Sellers  and  each individually   as a Seller.





130405 Draft Escrow Agreement CarCare Tax






		
	B.
	the  Sellers and the  Purchaser  have entered   into  a share  purchase  agreement   dated [22]  April  2013  (the  SPA) with  regard  to  the  sale and  purchase  of the  entire  issued and outstanding   share capital of the Company;


		
	C.
	the Sellers have certain  obligations  pursuant  to the tax covenant  included  in schedule 8 of the SPA / Agreement;


		
	D.
	in  order  to  secure  possible  liabilities   of  the  Sellers  pursuant   to  the  tax  covenant included  in schedule  8 of the  SPA, the  Sellers and the  Purchaser  have agreed for the Purchaser to pay an amount,  as further  specified  in the SPA, into  an escrow account;


		
	E.
	the  Sellers  have assigned and transferred   their   rights  and obligations   in relation   to this  Escrow  & Settlement   Agreement   to  the  Stichting,   which  assignment   has been accepted    by   the   Stichting.    The   purchaser    has   acknowledged    and   agreed   to assignment;


		
	F.
	the   Escrow  Agent   has  agreed  to   open   and   manage  the   escrow   account,   all  in accordance  with  the terms  laid down  in this  Escrow & Settlement   Agreement.




HAVE AGREED AS FOLLOWS:


1.Appointment  of the Escrow Agent


The  Parties  hereby   appoint   the   Escrow  Agent   for   the   purpose   of  this   Escrow  & Settlement    Agreement    as escrow  agent  and  hereby   instruct   the  Escrow  Agent  to administer  the  Escrow Account  and to  perform   certain  services in accordance  with  the terms   and  conditions   set  out  in this  Escrow  & Settlement   Agreement.   The  Escrow Agent  hereby  accepts the appointment   and the  instructions.


		
	2.
	Escrow Account




The details  of the  account  in which  the  Escrow Agent  will  receive the  Escrow Amount as further   contemplated   in this Escrow & Settlement   Agreement  (the  Escrow Account) are as follows:
	
			
	Account in name of
	:
	ABN AMRO ESCROW& SETILEMENT

	Account Reference Currency
	:
	CarCare Tax

	Currency
	:
	EUR

	Account number
	:
	[=]

	IBAN number
	:
	[=]

	Bank
	:
	ABN AMRO Bank N.V.

	Bank address
	:
	v

	SWIFT address
	:
	ABNANL2A




		
	3.
	Escrow Amount




The Escrow Amount  is the  amount  as received  in the  Escrow Account  and confirmed as received  by the  Escrow Agent  and  as reduced,  from  time  to  time,   in compliance with  this  Escrow & Settlement  Agreement.


The Parties have agreed for the  Purchaser to transfer  an amount  of EUR 2,000,000  (in words:  two  million  euro),  into  the  Escrow Account,  on the  date of signing this  Escrow
& Settlement   Agreement.


Upon  receipt  of the Escrow Amount  in the  Escrow Account,  the  Escrow Agent  shall notify  the  Parties.





130405 Draft Escrow Agreement CarCare Tax








		
	4.
	Notices




		
	1.
	Escrow Release Notice




The template   document  as annexed  to  this Escrow & Settlement  Agreement (annexed  as Schedule  B), which  is to  be  used  by the  Parties to  instruct   the Escrow Agent  to  release (a part  of) the  Escrow Amount  to such beneficiary   as further   specified   in  the  Escrow  Release  Notice  and  in  compliance   with   the Escrow Release Conditions.


		
	2.
	Escrow Stichting  Entitlements   Notice




The template  document  as annexed to this Escrow Agreement (annexed as Schedule  C), which  is to be used by the Stichting  to inform  the  Escrow Agent of the  apportionment  of entitlement of the Stichting  to (a part of) the  Escrow Amount in the event of a release of (a part of) the Escrow Amount  to the Stichting  in compliance with  Escrow Release Condition  5.1.


		
	5.
	Escrow Release Conditions




The earlier of the following events to occur:


		
	1.
	Escrow Release Condition 1




On the  first  Dutch  business day following   15 December  2016, the  Escrow Agent shall,  without    any  instruction    from   the   Parties  being   required,    release  the balance of the  Escrow Amount  to the Stichting  in such proportion   as specified  in the  Escrow Stichting  Entitlements   Notice  duly  executed  by the  Stichting  to  the Escrow  Agent   prior  to  such  date,   unless  the   Escrow  Agent   has  received   an Escrow  Claim  Notice,  duly  executed   by the  Purchaser  at  least  one  (1)  Dutch business day before  the  date  mentioned   above in this  Escrow Release Condition
1, in which  case the following   provisions  of this clause 5.1 shall apply.


In the  event  that  the  Escrow Agent  receives  (an)  Escrow  Claim  Notice(s),  the Escrow  Agent   shall  release  the   balance   of  the   Escrow  Amount    minus   the aggregate  amount  stated  in the  Escrow Claim Notice(s)  received  by the  Escrow Agent  in accordance  with  this Escrow Release Condition  1.


		
	2.
	Escrow  Release Condition 2




Upon  receipt  by the  Escrow Agent  of an Escrow Release Notice  jointly   and duly executed  by the  Parties instructing the  Escrow Agent  to  release  (a part  of) the Escrow  Amount   to  the  Stichting   and/or   the  Purchaser,  the  Escrow  Agent  shall release  (a  part  of)  the   Escrow  Amount   in  full  compliance   with   such  Escrow Release Notice.


If the  Escrow Release Notice is to release a claimed  amount  such Escrow Release Notice  shall specify  exactly  which  part  of the  claimed  amount   is to  be released and by doing  so the  Parties acknowledge  the claim is no longer outstanding   with respect to such amount.


		
	3.
	 Escrow Release Condition 3









130405 Draft Escrow Agreement CarCare Tax






Upon   receipt by  the Escrow  Agent of an opinion of  a lawyer reasonably acceptable  to the Escrow Agent  and admitted to the  bar in the jurisdiction and forum   of  the Netherlands,  not  being  a lawyer employed or associated with Baker & McKenzie Amsterdam  NV or Houthoff Buruma Cooperatlef  that there exists a final  judgement,  no longer  subject  to appeal, to release  (a part  of) the Escrow Amount  to the Purchaser and/or the Stichting, the Escrow Agent shall release (a part  of) the Escrow  Amount  in full compliance with such lawyer's opinion.


		
	6.
	Escrow Account  Interest




The  Escrow  Account   Interest  is the  interest   as received  in the  Escrow Account.  The Party  that   is entitled   to  the  Escrow Amount   (or  part  thereof)   is also  entitled   to  the accrued  Escrow Account  Interest  relating  thereto.   The  Escrow Account   Interest  shall be  released   one  month   after   the   release  of  the   Escrow  Amount   or  the   last  part thereof.


		
	7.
	Escrow & Settlement   Terms and Conditions




The   Escrow  Agent   shall   have  only   those   duties,   obligations    and   responsibilities expressly  specified  in this  Escrow & Settlement   Agreement   and shall  have no implied duties,  obligations  and responsibilities.


The Escrow & Settlement   Terms and Conditions,   annexed to this  Escrow & Settlement Agreement   as Schedule  0, shall be deemed  to  form  part  of this  Escrow & Settlement Agreement.


In the  event  of a conflict  between  the  body  of this  Escrow & Settlement   Agreement and  the   Escrow  & Settlement    Terms  and  Conditions,   the   body  of  this   Escrow  & Settlement   Agreement  shall prevail.


		
	8.
	Contact  details


Any notice,  instruction   and communication    addressed  to the  Escrow Agent shall only be deemed  to be valid if made in writing,   in English and duly executed  and if the following   address and contact  details  are used and if such notice,  instruction   and communication    is confirmed  to be received  by the  Escrow Agent:


ABN AMRO Bank N.V.
ABN AMRO Escrow & Settlement 
Attn.  the  Operations  Director 
Blaak 555 (PAC: GP0765)
3011 GB Rotterdam
P.O. Box 1898
3000 BW Rotterdam
The Netherlands


Facsimile:   +31 10 4016225
E-mail:        escrow-settlement@nl.abnamro.com


The Escrow Agent  is entitled   to  rely on all information   contained   in Schedule  A of this
Escrow & Settlement   Agreement.


The  Parties  are  entitled   to  amend   their   address  and  account   details   by  means  of submitting   a duly executed  notice  to that  extent  to the  Escrow Agent.







130405 Draft Escrow Agreement CarCare Tax






		
	9.
	Escrow Agent  Fees




The  Escrow Agent  Fee per  release (the Release Fee) of the  Escrow  Amount (or  any part thereof)   to a beneficiary  shall be EUR 250 (in words:  two hundred  and fifty  euro). The  Release  Fee shall  be  due  and  payable by  such  Party which is beneficiary of  a release  and  shall  be paid  by means  of  withholding the  applicable amount from  the amount(s)  which  is/are  released  by the  Escrow Agent.


Any addendum  or amendment to this Escrow &  Settlement Agreement (an Addendum) shall be charged  at EUR 2.000,00  (in words:  two thousand euro), due and payable  in  equal  parts  by the Stichting on  the  one  hand  and the  Purchaser  on  the other  hand.


An amendment in Schedule A is, for the  purpose  of this article, considered  not to be an Addendum.


All Escrow Agent  Fees are excluding  VAT.


		
	10.
	Termination




This  Escrow  &  Settlement   Agreement   terminates    with   immediate    effect   as per  the moment   the outstanding   balance on the  Escrow Account  amounts  to  nil euro for  more than  ten  consecutive  Dutch  business days.


This  Escrow  & Settlement    Agreement    may  be  terminated    by  the   Parties  jointly   in writing   observing  a 45 days notice  period.


As of  termination the  Escrow Agent shall  be discharged  of  its obligations  under  this
Escrow & Settlement Agreement.


		
	11.
	Assignment or transfer of rights




No Party  may assign or transfer any of its rights  and/or obligations  under  this  Escrow
& Settlement Agreement without prior  written consent of  the  other   Party  and  the Escrow Agent.


		
	12.
	Confidentiality




Save when required by applicable laws or regulations of  any competent regulatory authority or court, neither the  Escrow Agent,  nor any of the  Parties  shall divulge  any information in  relation to this Escrow &  Settlement Agreement, including   the existence  of this Escrow & Settlement Agreement and the provisions  set out herein.


		
	13.
	Governing law




This  Escrow  & Settlement Agreement  is governed  by  and  construed   in  accordance with  the  laws of The Netherlands.


Any  dispute  arising  from or  connected with  this  Escrow  &  Settlement   Agreement   is subject  to  the exclusive  jurisdiction of  the   competent court in  Amsterdam, The Netherlands.


		
	14.
	Counterparts




This Escrow   &   Settlement Agreement may be executed in   any   number    of counterparts, all of  which,  taken  together constitute   one agreement and  any  Party may enter  into this  Escrow & Settlement   Agreement by executing  a counterpart.





130405 Draft Escrow Agreement CarCare Tax








SCHEDULES:


Schedule  A      Address and Account  Details


Schedule  B      Template  of Escrow Release Notice


Schedule  C      Template  of Escrow Stichting  Entitlements   Notice


Schedule  D      Escrow & Settlement   Terms and Conditions


Signature page to follow





130405 Draft Escrow Agreement CarCare Tax






The undersigned each agree to be bound by the terms of this Escrow & Settlement Agreement and the Escrow & Settlement Terms and Conditions  (annexed  as Schedule D) attached  thereto.


For and on behalf  of the  Purchaser




	
			
	By:
	 
	By:

	Date:

	 
	Date:










For and on behalf  of the Stichting




	
			
	By:
	 
	By:

	Date:

	 
	Date:










For and on behalf  of ABN AMRO  Bank N.V.




	
			
	By:
	 
	By:

	Date:

	 
	Date:











130405 Draft Escrow Agreement CarCare Tax






SCHEDULE A
	
					
	Address and Account details

	Purchaser
	Company Name
	 
	LKQ Netherlands B.V.
	 

	Address
	 
	's-Gravelandseweg 379
	 

	 
	 
	 
	 

	Postal Code and City
	 
	3125 BJ    Schiedam
	 

	Country
	 
	The Netherlands
	 

	VATno.
	 
	[=]
	 

	Duly represented by
	 
	 
	 

	Contact person
	 
	[=]
	 

	Telephone / Fax
	 
	[=]
	[=]

	E-mail
	 
	[=]
	 

	Account in name of
	 
	[=]
	 

	Account number
	 
	[=]
	 

	IBAN number
	 
	[=]
	 

	Bank
	 
	[=]
	 

	Bank address
	 
	[=]
	 

	Swift address
	 
	[=]
	 

	Stichting
	Company Name
	 
	Stichting Carcare
	 

	Address
	 
	Oosteinde 19
	 

	 
	 
	 
	 

	Postal Code and City
	 
	1017 WT Amsterdam
	 

	Country
	 
	The Netherlands
	 

	VATno.
	 
	N/A
	 

	Duly represented by
	 
	H2 Equity Partners B.V.
	 

	Contact person
	 
	Patrick Kalverboer and Harmen Geerts
	 

	Telephone / Fax
	 
	+31206790822
	+31206758359

	E-mail
	 
	p.kalverboer@h2ep.com     and 
	h.geerts@h2ep.com

	Account in name of
	 
	[=]
	 

	Account number
	 
	[=]
	 

	IBAN number
	 
	[=]
	 

	Bank
	 
	[=]
	 

	Bank address
	 
	[=]
	 

	Swift address
	 
	[=]
	 









130405 Draft Escrow Agreement CarCare Tax






SCHEDULE  B


Template   of Escrow Release Notice


		
	To:
	ABN AMRO Escrow & Settlement 


Attn.the Operations Director


From:        [=]


Date:        [=]


Re:               Escrow & Settlement   Agreement   CarCare Tax


On [=], the  Escrow Agent,  the  Purchaser  and the  Stichting  have  entered   into  an Escrow  & Settlement  Agreement  with  Escrow Reference  CarCare Tax. Unless otherwise   defined  herein, capitalised  terms  in this  notice  shall  have the  meaning  ascribed  to  them   in the  Escrow  & Settlement  Agreement.


In compliance with Clause  5.2  of  the Escrow & Settlement Agreement, the  undersigned notify the Escrow Agent to proceed to the release of all or part of the Escrow Amount as follows:


Amount  to be released    	
			
	Amount  to be released
	:
	 

	In writing
	:
	 

	Beneficiary
	:
	Stichting








	
			
	For and on behalf of the Purchaser
	 
	For and on behalf of the Stichting

	By:
	By:

	Date:

	Date:










Please attach to the Escrow Release Notice appropriate document certifying the authority of each of the signatories representing the relevant party.





130405 Draft Escrow Agreement CarCare Tax






SCHEDULE C 


Template of Escrow Stichting Entitlements Notice


To:        ABN AMRO Escrow & Settlement
Attn.  the Operations Director
From:         the Stichting
Date:         [=]
Re:        Escrow Agreement CarCare Tax


On  [=],  the Escrow  Agent,  the Purchaser  and  the  Stichting have  entered   into  an  Escrow Agreement with Escrow  Reference CarCare.  Unless otherwise defined herein, capitalised terms  in this  notice  shall have the meaning  ascribed to them  in the  Escrow Agreement.




In compliance with  Clause 5.1 of the  Escrow Agreement,   the  undersigned notify the Escrow Agent  that  each and every  release to the Stichting  of (a part of) the Escrow Amount pursuant to  the Escrow Release  Conditions 5.1 shall  be executed by  the Escrow  Agent in  strict conformity   with  the following apportionment


	
		
	Stichting
	100 Percent






	
	
	For and on behalf of the Stichting CarCare

	By:

	Date:











130405 Draft Escrow Agreement CarCare Tax






SCHEDULE D


ESCROW & SETTLEMENT  TERMS  AND CONDITIONS


The Escrow Amount


		
	1.   a.
	These Escrow &  Settlement   Terms  and Conditions  shall  apply  to  and  form  an  integral  part  of  this  Escrow &  Settlement Agreement  and  any  amendments   made  thereto   at  a  later  date,  such  original   Escrow  &  Settlement   Agreement  and/or amendments thereto  hereinafter  jointly  and severally referred to as the "Escrow & Settlement  Agreement",  entered into by the Parties and the  Escrow Agent. Any (general) terms  and conditions  used by either  of the  Parties in whatever  form  shall not be applicable to this Escrow & Settlement  Agreement.






		
	b.
	The Parties hereby explicitly  agree that the Escrow Agent holds legal title  to the  Escrow Amount  for the duration  of this Escrow & Settlement  Agreement  and is administered  by the  Escrow Agent in accordance with  the terms  of this Escrow & Settlement Agreement.




		
	2.
	The  Escrow Agent  shall  have  no obligations  pursuant  to  this  Escrow &  Settlement  Agreement  other  than  those  expressly stipulated  herein.  The Escrow Agent's  sole obligation  shall consist of the  release of  (any part  of)  the  Escrow Amount(s),  in accordance with the terms of this Escrow & Settlement Agreement. The Escrow Agent shall sufficiently  maintain its operation  to carry out  its obligations  hereunder.  Nothing herein shall constitute  a partnership  or a joint  legal title  (gemeenschap) between the Parties and or Escrow Agent or any two or more of them.




		
	3.
	The term  "Entitlement"   used herein  refers to  any entitlement   to  (a part  of) the  Escrow Amount  by either  Party and/or  the Escrow Agent (or if applicable a third  party) and as indicated in this Escrow & Settlement  Agreement.




		
	4.
	The Escrow Agent  hereby  irrevocably  and unconditionally  waives any right  it  might  have under  applicable  law to  set-off  its obligation to release an Entitlement,  against any claims it might have on the person or entity  entitled  to such Entitlement  other than claims and/or  Entitlements  based upon this Escrow & Settlement  Agreement.




		
	5.
	Any Interest  received over the  Escrow Amount  is due and payable to  the  Escrow Agent  as part  of its remuneration,  unless expressly otherwise  agreed between the Parties and the Escrow Agent in this Escrow & Settlement  Agreement.




		
	6.
	The Escrow Agent shall keep complete  and accurate books of the  Escrow Account and records relating to the  Escrow Amount received and released by it hereunder.  Each of the  Parties shall be entitled  to audit  the  Escrow Agent's books relating to the administration  and the release of the  Escrow Amounts at its own expense, but no more than once every 12 months during the term  of this Escrow & Settlement Agreement. In any such case, the Escrow Agent shall be entitled  to charge a reasonable hourly fee for  providing  assistance, information   and services related to  such audit. Such fees shall, for the  purpose of this  Escrow & Settlement  Agreement,  be deemed  Escrow Agent Expenses and shall be due and payable by the  Party that  has instigated the audit.






Fees and Expenses


		
	7.   a.
	It is agreed that the  Escrow Agent shall be paid fees in a form  as agreed upon in this Escrow & Settlement  Agreement ("Escrow Agent Fees") in exchange for its services rendered under this Escrow & Settlement  Agreement.  The Escrow Agent is allowed to retain  both the  Escrow Agent  Fees, and the  expenses incurred  by it in connection  with  this  Escrow & Settlement  Agreement ("Escrow Agent Expenses") against the Entitlements of the Parties. In the event that any amounts owed to the Escrow Agent are not  settled  when  due, the  Escrow Agent  shall be irrevocably  authorised  at  any time  to  effect  payment  out  of the  Escrow Account, without  prejudice to any payment obligation of the Parties.




		
	b.
	The Escrow Agent Fees shall be non-refundable  and shall be due and payable as agreed in this Escrow & Settlement Agreement.




		
	c.
	The Escrow Agent Expenses shall include any costs and expenses incurred  by the  Escrow Agent in connection with  its activities hereunder, including (but not limited to) bank charges.




		
	d.
	VAT is a mandatory tax imposed on fees for professional services. Each Party shall be responsible for the correctness of the VAT number referenced in Schedule A. VAT will always be charged on top of our fees to Dutch tax resident entities. To the extent we are provided with  a VAT number and an entity  is a non Dutch EU tax resident, the Escrow Agent will apply the so called 'reverse charge'. This means that  all fees shall be invoiced exclusive of VAT. The reverse charge will  always be applied with  respect to entities  which are non EU tax resident, even when no VAT number  is submitted  to the  Escrow Agent.  Possible levy of VAT tax shall be governed by the applicable local tax regulations.




		
	e.
	All amounts due by a Party to the  Escrow Agent under this Escrow & Settlement  Agreement  shall be paid gross, except if taxes need to  be deducted  or added.  If taxes were to  be deducted  from  any amounts  paid or to  be paid by a Party to the  Escrow Agent, such Party shall pay the additional  amounts required to ensure that the amount  received by the Escrow Agent is equal to the full  amount  which  it would  have received if the  relevant  payment  had not  been subject to the deduction  of such taxes. If taxes were to be added to any amounts  paid by any Party, such Party shall pay such taxes on top of such amounts.  Furthermore such Party shall reimburse the  Escrow Agent for any taxes paid with  regard to this Escrow & Settlement  Agreement. All Entitlements  to  be released by the  Escrow Agent  hereunder  shall be released without   deducting  or withholding   taxes in respect thereof,   unless the  Escrow Agent  is obliged  under  applicable  law  to  deduct  or  withhold   taxes  in  respect  of  such Entitlements,  as the case may be. In such cases the Escrow Agent shall, vis-a-vis the  person or entity  to which such Entitlement pertains, be entitled  to deduct or withhold  such taxes prior to such Entitlement  being released. If at any time the  Escrow Agent determines  that  the  (value  of) the  Escrow Amount  is not  sufficient  to make the  necessary deductions  or  with holdings,  the Parties, jointly   and  severally,  shall  at  the  Escrow Agent's request,  forthwith pay the  amount  of  any such shortfall or the estimated amount thereof  in the Escrow Account.











130405 Draft Escrow Agreement CarCare Tax






Liability of the Escrow Agent




		
	8.    a
	The Escrow Agent shall be indemnified  and held harmless jOintly and severally by the Parties against any and all costs, expenses, damages or losses suffered  by the  Escrow Agent in connection  with  any action, suit, proceeding,  claim or demand, which  in any way,  directly  or  indirectly,   arises from   or  relates  to  the  performance   of  the  duties  of  the  Escrow Agent  pursuant  to  the provisions  of  this  Escrow &  Settlement   Agreement,  except  in  the  event  of  gross negligence  (grove  no/atigheid)   or  willful misconduct (opzet) by the Escrow Agent.




		
	b.
	The Escrow Agent shall not be liable for any damages or losses occurring as a result of any act, mistake or omission made by it in good faith  or  by reason of  any other  matter  or thing,  except  in the  event  of gross negligence  (grove no/atigheid)  or  willful misconduct  (opzet)  by the  Escrow Agent.  In  no event  shall the  Escrow Agent  be liable  for  any consequential,  indirect   or unforeseeable damages.




		
	9.
	In the  event  that  the  Escrow Agent  shall be uncertain  as to  its duties  or  rights  hereunder  or  shall  receive instructions   or demands from  any party to this Escrow & Settlement  Agreement  which in its opinion  conflict  with  any provisions of this Escrow & Settlement  Agreement,  or if the  Escrow Agent reasonably assumes that  it becomes illegal, or impossible for  reasons outside the Escrow Agent's  control,  to carry out any of the  provisions hereof, the  Escrow Agent shall be entitled  to refrain from  taking any action, until  in its opinion,  the  uncertainty  has been solved. The Escrow Agent shall not be required to take any legal action or to institute  (or defend its position  in) legal proceedings. If the Escrow Agent does elect to act it may do so only to the extent that  it shall have received such security as it may require (whether  by way of payment  in advance or otherwise)  for any cost or expenses relating thereto.




		
	10.  a.
	The Escrow Agent shall never be under any duty to make a payment of any amount,  which exceeds the balance on the  Escrow Account at any point  in time.




		
	b.
	Any liability  arising from  obligations  of the  Escrow Agent under this  Escrow & Settlement  Agreement  shall be restricted  to and shall never exceed the Escrow Amount.






		
	11.  a.
	The Escrow Agent shall be entitled  to rely on information,   reasonably believed by the  Escrow Agent to be correct,  provided  to the Escrow Agent  by a Party and on any document  or correspondence  reasonably believed by the  Escrow Agent to be genuine and to have been sent or signed by the person by whom  it purports to have been sent or signed. Provided the Escrow Agent has acted reasonably, it shall not be liable to any Party for any consequence of any such reliance.




		
	b. 
	The Escrow Agent may, in its sole discretion  and notwithstanding   article  11 a of the Escrow & Settlement  Terms and Conditions hereto,  request  that  an  Escrow Release Notice  should  be submitted   to  the  Escrow Agent  in  legalised and apostilled  form, whereas the  legalisation  should  at least refer to (f)  the authenticity   of the signatures  of the  individuals who  have purportedly executed the Escrow Release Notice and (ii) the fact that the individuals  who have executed the Escrow Release Notice had the representational   authority   to  do so. Insofar as it  is not  possible to  provide  an Escrow Release Notice  in apostilled  form,  the Escrow Agent may, in its reasonable discretion,  require that the Escrow Release Notice is legalised up until a Dutch Embassy or a Dutch Consulate.




		
	12.
	Any claims in relation  to the  Escrow Agent's  liability  hereunder  shall be made within  fifteen  calendar days after the occurrence of the event upon which the claim is based.






Miscellaneous


		
	13.
	The Parties explicitly  agree not to attach the Escrow Amounts nor to take any other legal action against the Escrow Agent, which will or may impede the Escrow Agent's performance  of its obligations  under this Escrow & Settlement  Agreement.




		
	14.
	Where reference  is made to a 'Dutch  Business Day' or a 'Business Day' in this  Escrow & Settlement  Agreement,  this shall mean each such day during which banks are open for general business in The Netherlands.




		
	15.
	Confirmations  from  Escrow Agent with  regard to the balance of the Escrow Amount  or amounts  received in the Escrow Account can be in the format  of (electronic)  bank statements  and/or  account statements  and shall be conclusive evidence with  respect to the Escrow Amount.




		
	16.
	The Escrow Agent shall use its best effort  to process Notices it receives prior to 12.00 hours CET time on a Business Day on that same Business Day, whereas the  Escrow Agent does not have any obligation  whatsoever  to process a Notice it receives after 12.00 hours CET time on a Business Day on that same Business Day.




		
	17.
	This Escrow & Settlement  Agreement  replaces and annuls any agreement, communication,  offer,  proposal, or correspondence, oral or written,   exchanged or concluded  between the  Parties and the  Escrow Agent and relating  to the  same matter,  unless explicitly agreed otherwise  in writing.







130405 Draft Escrow Agreement CarCare Tax






Schedule 14
Restrictive covenants















Execution version


SCHEDULE   14      RESTRICTIVE  COVENANTS




The Parties  have agreed the following:


		
	1.1.
	None of the Sellers  will,  for a period  of three  (3) years  following  the Completion Date, for their own account  or in conjunction  with or on behalf  of any person, firm or  company   carry   on  or   be  engaged,   concerned   or   interested,    directly   or indirectly,    whether    as   shareholder,    director,    employee,    partner,    agent   or otherwise,  carry on or be engaged  in:




		
	a.
	wholesale   distribution   of  automotive   parts  (including   for  the  avoidance   of doubt  body parts)  and  light garage  tools for the independent   aftermarket  for passenger  cars  and  light  commercial  vehicles  in the  Netherlands,   Belgium, Luxembourg  and France;  and/or




		
	b.
	the supply  of automotive parts that  have price or quality  similarities  with the Company's Nipparts brand to wholesale distributors in  the Netherlands, Belgium, Luxembourg, France,  Norway,    Sweden, Finland, Iceland, Denmark, Germany, Austria,  Switzerland,  Italy, Spain,  Russia  and Portugal.




		
	1.2.
	H2  Equity  Partners   shall,   as  long  as  funds   managed   by  H2  Equity  Partners (indirectly)  own a controlling   equity  interest  in Unipart,  procure  that  Unipart  shall not  gain  any  business   advantage   over  the  Group  from  the  knowledge   of  H2 Equity  Partners  relating  to the Group.




		
	1.3.
	None  of the  Sellers  will,  for  a period  of two  (2) years  following   the  Completion Date, for their own account  or in conjunction  with or on behalf  of any person, firm or company:




		
	c.
	solicit  or entice  away  or attempt  to solicit  or entice  away  from the Group the custom  of any  person,  firm,  company  or organisation   who  shall  at any time within  the year  preceding  the Completion  Date have  been a customer  of the Group; or




		
	d.
	enter  into any  contract  for  sale  and  purchase  or accept  business  from  any person,  firm,  company  or organisation  who shall  at any time  within  the year preceding  the  Completion   Date  have  been  a customer  of the  Group,  in the Netherlands,  Belgium,  Luxembourg  and France.




1.4.       None  of the Sellers  will,  for  a period  of two  (2) years  following   the  Completion Date, for their own account  or in conjunction  with or on behalf  of any person,  firm or company,  employ,  solicit,  entice  away  or attempt  to employ,  solicit  or entice 



44


Execution version


away from the Group any person  who at the Completion  Date can reasonably  be deemed  a key employee  of the Group, whether  or not such  person  would commit a breach of contract  by reason  of leaving  such employment.   For the avoidance  of doubt,  the  restrictions  in this  Schedule  1.4 shall  not apply  to any individual  who currently   is involved  with  Unipart  or any  other  company   affiliated   to  H2  Equity Partners,  and  shall  not  prevent  Unipart  or  any  other  company   affiliated   to  H2 Equity    Partners    from    undertaking    general    recruitment    activities,    or   from negotiating with and recruiting any person who replies to any such contact or advertisement   or who  initiates   any  contact  with  Unipart  or  any  other  company affiliated  to  H2 Equity  Partners,  provided  that  such  recruitment   activity  was  not targeted   at  Group  Company   employees   by  virtue   of  being   Group   Company employees.


		
	1.5.
	The Sellers  shall  procure  that  all of their Affiliates,   including  for the avoidance  of doubt  H2 Equity  Partners,  shall  be bound  by and observe  the  provisions  of this Schedule  14 as if they were  parties  covenanting  with the Purchaser  on the same terms as this Schedule  14.









45