Exhibit 10.27
TERMINATION OF SECOND CONTINGENT
PAYMENT AGREEMENT
This Termination of Second
Contingent Payment Agreement (this “Agreement”) is made
and entered into as of this 13 th day of December, 2006 by and between LKQ
Corporation, a Delaware corporation (“LKQ”), and Elias
Hawa, Sabah Hawa and Fouad Pouyafar (the
“Shareholders”).
Recitals
Pursuant to a Stock Purchase
Agreement dated December 31, 2005 (the “SPA”), LKQ
acquired all of the outstanding capital stock of Fit-Rite Body
Parts, Inc. (the “Company”) from the
Shareholders. Concurrent with the execution of the SPA, LKQ
and the Shareholders also executed on December 31, 2005 a First
Contingent Payment Agreement (the “First CPA”) and a
Second Contingent Payment Agreement (the “Second
CPA”).
NOW, THEREFORE, in consideration of
the payment described below, the mutual promises and covenants
contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which as consideration are hereby
acknowledged, the Shareholders and LKQ covenant and agree as
follows:
1.
The Second CPA is terminated
effective as of the date of this Agreement. Except as expressly set
forth in this Agreement, none of the parties to the Second CPA
shall have any rights or obligations under the Second CPA after the
date of this Agreement.
2.
Within two business days after full
execution of this Agreement, LKQ shall pay an aggregate of One
Million Dollars ($1,000,000) in cash to the
Shareholders.
3.
Each of the
Shareholders hereby releases, waives and forever discharges LKQ and
its past and present officers, directors and agents,
subsidiarie
