Exhibit 10.6 Portions of this Exhibit 10.24 have been omitted based upon a request for confidential treatment. This Exhibit 10.24, including the non- public information, has been filed separately with the Securities and Exchange Commission. "[*]"...Receivables Purchase Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
CREDIT AGREEMENT dated as of June 21, 2004, among ADESA, INC., as Borrower, THE GUARANTORS PARTY THERETO, as Subsidiary Guarantors, THE LENDERS PARTY THERETO and UBS SECURITIES LLC and MERRILL LYNCH & CO., as Joint Lead Arrangers and Co- Bookmanagers,...Credit Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
This CREDIT AGREEMENT (as amended, modified or otherwise supplemented from time to time in accordance herewith, this "Agreement") dated as of June 21, 2004, among ADESA, INC., a Delaware corporation ("Borrower"), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC and MERRILL LYNCH & CO., as joint lead arrangers (in such capacity, each an "Arranger" and, together, the "Arrangers"), BANK ONE, N.A., GENERAL ELECTRIC CAPITAL CORPORATION, KEYBANK NATIONAL ASSOCIATION, SUNTRUST BANK and U.S. BANK NATIONAL ASSOCIATION, as co-documentation agents (in such capacity, each a "Documentation Agent" and, together, the "Documentation Agents"), MERRILL LYNCH & CO., as syndication agent (in such capacity, "Syndication Agent"), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, "Swingline Lender"), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, "Issuing B
ADESA, INC. 6,250,000 Shares Common Stock ($.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
express any view as to the financial statements, schedules and other financial information included therein or excluded therefrom or the exhibits to the Registration Statement).
MASTER AGREEMENT dated as of June 21, 2004Master Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions.
RETENTION AND SEVERANCE AGREEMENTRetention and Severance Agreement • March 16th, 2006 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
THIS AGREEMENT, dated September 7, 2004, is made by and between ADESA Corporation, an Indiana corporation (the "Company"), and George J. Lawrence (the "Executive").
ADESA, INC. % Senior Subordinated Notes due 2012 UNDERWRITING AGREEMENTUnderwriting Agreement • May 26th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
Exhibit 10.24 SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • May 26th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
ADESA, INC. 6,250,000 Shares Common Stock ($.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • May 26th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
EMPLOYEE AND DIRECTOR MATTERS AGREEMENT by and between ALLETE, Inc. and ADESA, Inc. June 15, 2004Employee and Director Matters Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This EMPLOYEE AND DIRECTOR MATTERS AGREEMENT is entered into on June 15, 2004, between ALLETE, Inc., a Minnesota corporation ("ALLETE") and ADESA, Inc., a Delaware corporation ("ADESA"). Capitalized terms used herein (other than the formal names of ALLETE Plans (as defined below) or ADESA Plans (as defined below)) and not otherwise defined, shall have the respective meanings assigned to them in Article I hereof.
MASTER SEPARATION AGREEMENT between ALLETE, INC. and ADESA, INC.Master Separation Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This Master Separation Agreement (this "Agreement") is dated as of June 4, 2004, 2004, between ALLETE, Inc., a Minnesota corporation ("ALLETE"), and ADESA, Inc., a Delaware corporation ("ADESA," and together with ALLETE, each a "Party," and together, the "Parties"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article IX hereof.
TAX SHARING AGREEMENT by and among ALLETE, INC. AND ITS AFFILIATES and ADESA, INC. AND ITS AFFILIATESTax Sharing Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
JOINT AIRCRAFT OWNERSHIP MANAGEMENT AGREEMENT BETWEEN ALLETE, INC. and ADESA, INC. dated as of June 4, 2004Management Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies
This JOINT AIRCRAFT OWNERSHIP & MANAGEMENT AGREEMENT (hereinafter the "Agreement"), is made and entered into on this 4th day of June, 2004, by and between ALLETE, Inc., a corporation incorporated under the laws of Minnesota, with principal offices at 30 West Superior Street, Duluth, Minnesota 55802, (hereinafter referred to as "ALLETE") and ADESA, Inc., a corporation incorporated under the laws of Delaware, with principal offices at 13085 Hamilton Crossing Boulevard, Suite 500, Carmel, Indiana 46032, (hereinafter referred to as "ADESA"). ALLETE and ADESA are also hereinafter referred to individually as "Owner" or jointly as "Owners".
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 22nd, 2006 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
AGREEMENT AND PLAN OF MERGER, dated as of December 22, 2006, (this “Agreement”), by and among ADESA, Inc., a Delaware corporation (the “Company”), KAR Holdings II, LLC, a Delaware limited liability company (“Buyer”), KAR Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Buyer (“Holdings”), and KAR Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Holdings (“Merger Sub”).
LEASE AGREEMENT BETWEEN DEVELOPMENT AUTHORITY OF FULTON COUNTY AND ADESA ATLANTA, LLC DATED AS OF DECEMBER 1, 2002Lease Agreement • March 11th, 2004 • Adesa Inc • Georgia
THIS LEASE AGREEMENT made and entered into as of December 1, 2002 (this "Lease") by and between DEVELOPMENT AUTHORITY OF FULTON COUNTY (herein called the "Issuer"), a public body corporate and politic duly organized and existing under the laws of the State of Georgia, as Lessor, and ADESA ATLANTA, LLC (herein called the "Lessee"), a limited liability corporation duly organized and existing under the laws of the State of New Jersey, as Lessee.
AMENDMENT NO. 9 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • April 20th, 2012 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
THIS AMENDMENT NO. 9 dated as of January 18, 2007 to SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) is entered into among AFC FUNDING CORPORATION, an Indiana corporation (the “Seller”), AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the “Servicer”), FAIRWAY FINANCE COMPANY, LLC (as successor to Fairway Finance Corporation), a Delaware limited liability company (the “Initial Purchaser” and a “Purchaser”), GRESHAM RECEIVABLES (NO. 8) LIMITED (together with the Initial Purchaser, each a “Purchaser”), LLOYDS TSB BANK PLC, as agent for Gresham Receivables (No. 8) Limited, and BMO CAPITAL MARKETS CORP. (formerly known as HARRIS NESBITT CORP.), a Delaware corporation, as agent for Fairway Finance Company, LLC and as the initial agent (the “Agent”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this "Amendment"), dated as of June 15, 2004, is entered into between AFC FUNDING CORPORATION, an Indiana corporation (the "Company") and AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the "Originator").
AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • February 28th, 2007 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
THIS AMENDMENT NO. 5 dated as of March 20, 2006 to SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this "Amendment") is entered into among AFC FUNDING CORPORATION, an Indiana corporation (the "Seller"), AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the "Servicer"), FAIRWAY FINANCE COMPANY, LLC (as successor to Fairway Finance Corporation), a Delaware limited liability company (the "Purchaser"), and HARRIS NESBITT CORP. (as successor to BMO NESBITT BURNS CORP.), a Delaware corporation, as agent for Purchaser and as the initial agent (the "Agent").
LIMITED GUARANTEE OF KELSO INVESTMENT ASSOCIATES VII, L.P. AND INSURANCE AUTO AUCTIONS, INC.Adesa Inc • December 22nd, 2006 • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
LIMITED GUARANTEE, dated as of December 22, 2006 (this “Limited Guarantee”), by Kelso Investment Associates VII, L.P. (“Kelso”) and Insurance Auto Auctions, Inc. (“IAAI” and together with Kelso, the “Guarantors”), in favor of ADESA, INC., a Delaware corporation (the “Company”). On the date hereof, the Company has entered into guarantees (the “Other Guarantees”) with (i) ValueAct Capital Master Fund, L.P., (ii) GS Capital Partners VI, L.P. (together with GS Capital Partners VI Parallel, L.P., GS Capital Partners VI Offshore, L.P. and GS Capital Partners VI GmbH & Co. KG) and (iii) Parthenon Investors II, L.P. and Insurance Auto Auctions, Inc. (collectively, the “Other Guarantors”) on substantially similar terms, except as otherwise expressly provided therein. Any capitalized term not otherwise defined herein shall be as defined in the Merger Agreement (as defined below).
ADESA, INC. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • December 22nd, 2006 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), entered into this 21st day of December, 2006 (the “Effective Date”), by and between ADESA, INC., a Delaware corporation (the “Company”), and [ ] (the “Executive”).
ADMINISTRATIVE AND GENERAL SERVICES AGREEMENTGeneral Services Agreement • March 11th, 2004 • Adesa Inc • Minnesota
This Agreement made this 4th day of April 1996, between MINNESOTA POWER & LIGHT COMPANY, a Minnesota corporation (hereinafter referred to as "MINNESOTA POWER"), and ADESA HOLDINGS, INC., an Indiana corporation (hereinafter referred to as "ADESA").
AMENDMENT NO.1 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • October 19th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
THIS AMENDMENT NO. 1 dated as of October 14, 2004 to SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) is entered into among AFC FUNDING CORPORATION, an Indiana corporation (the “Seller”), AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the “Servicer”), FAIRWAY FINANCE COMPANY, LLC (as successor to Fairway Finance Corporation), a Delaware limited liability company (the “Purchaser”), HARRIS NESBITT CORP. (as successor to BMO NESBITT BURNS CORP.), a Delaware corporation, as agent for Purchaser and as the initial agent (the “Agent”) and XL CAPITAL ASSURANCE INC., a New York stock insurance company (the “Insurer”).
AMENDMENT NO. 7 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • November 8th, 2006 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
THIS AMENDMENT NO. 7 dated as of July 28, 2006 to SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) is entered into among AFC FUNDING CORPORATION, an Indiana corporation (the “Seller”), AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the “Servicer”), FAIRWAY FINANCE COMPANY, LLC (as successor to Fairway Finance Corporation), a Delaware limited liability company (the “Initial Purchaser” and a “Purchaser”), GRESHAM RECEIVABLES (NO. 8) LIMITED (together with the Initial Purchaser, each a “Purchaser”), LLOYDS TSB BANK PLC, as agent for Gresham Receivables (No. 8) Limited, and BMO CAPITAL MARKETS CORP. (formerly known as HARRIS NESBITT CORP.), a Delaware corporation, as agent for Fairway Finance Company, LLC and as the initial agent (the “Agent”).
AMENDMENT NO. 8 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • November 8th, 2006 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
THIS AMENDMENT NO. 8 dated as of September 22, 2006 to SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) is entered into among AFC FUNDING CORPORATION, an Indiana corporation (the “Seller”), AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the “Servicer”), FAIRWAY FINANCE COMPANY, LLC (as successor to Fairway Finance Corporation), a Delaware limited liability company (the “Initial Purchaser” and a “Purchaser”), GRESHAM RECEIVABLES (NO. 8) LIMITED (together with the Initial Purchaser, each a “Purchaser”), LLOYDS TSB BANK PLC, as agent for Gresham Receivables (No. 8) Limited, and BMO CAPITAL MARKETS CORP. (formerly known as HARRIS NESBITT CORP.), a Delaware corporation, as agent for Fairway Finance Company, LLC and as the initial agent (the “Agent”).
AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • May 10th, 2006 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
THIS AMENDMENT NO. 6 dated as of March 31, 2006 to SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) is entered into among AFC FUNDING CORPORATION, an Indiana corporation (the “Seller”), AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the “Servicer”), FAIRWAY FINANCE COMPANY, LLC (as successor to Fairway Finance Corporation), a Delaware limited liability company (the “Purchaser”), and HARRIS NESBITT CORP. (as successor to BMO NESBITT BURNS CORP.), a Delaware corporation, as agent for Purchaser and as the initial agent (the “Agent”).
AMENDMENT NO.3 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • April 20th, 2012 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
THIS AMENDMENT NO. 3 dated as of November 16, 2005 to SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) is entered into among AFC FUNDING CORPORATION, an Indiana corporation (the “Seller”), AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the “Servicer”), FAIRWAY FINANCE COMPANY, LLC (as successor to Fairway Finance Corporation), a Delaware limited liability company (the “Purchaser”), and HARRIS NESBITT CORP. (as successor to BMO NESBITT BURNS CORP.), a Delaware corporation, as agent for Purchaser and as the initial agent (the “Agent”).
Exhibit 10.24 Portions of this Exhibit 10.24 have been omitted based upon a request for confidential treatment. This Exhibit 10.24, including the non- public information, has been filed separately with the Securities and Exchange Commission. "[*]"...Receivables Purchase Agreement • June 11th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
AMENDMENT NO. 1Adesa Inc • November 8th, 2006 • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
THIS AMENDMENT NO. 1, dated as of October 10, 2006 (“Amendment No. 1”) by and among ADESA, INC., a Delaware corporation (the “Borrower”), certain subsidiaries of the Borrower, as guarantors (collectively, the “Subsidiary Guarantors”), the lenders from time to time parties thereto (collectively, the “Lenders”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”), the Swing Line Lender and the L/C Issuer to the Amended and Restated Credit Agreement, dated as of July 25, 2005, as supplemented, amended and modified (the “Credit Agreement”) among the Borrower, the Subsidiary Guarantors, the Lenders, the Administrative Agent, Swing Line Lender, L/C Issuer and Collateral Agent and certain other agents parties thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement (the Credit Agreement, as amended by, and together with, this Amendment No. 1, and as hereinafter amended, mod
AMENDMENT NO. 2 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 28th, 2007 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this "Amendment"), dated as of January 18, 2007, is entered into between AFC FUNDING CORPORATION, an Indiana corporation (the "Company") and AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the "Originator").
AMENDMENT NO. 1 TO RETENTION AND SEVERANCE AGREEMENTRetention and Severance Agreement • August 9th, 2006 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
This Amendment No. 1, dated as of June 19, 2006, to Retention and Severance Agreement (this “Amendment”) is entered into between ADESA, Inc. (as successor to ADESA Corporation), a Delaware corporation (the “Company”), and Cameron C. Hitchcock (the “Executive”).
AGREEMENT FOR ASSIGNMENT OF PARTNERSHIP INTEREST in ASSET HOLDINGS III, L.P. (a limited partnership organized under the laws of Ohio)Adesa Inc • March 11th, 2004
This Agreement for Assignment of Partnership Interest (this "Agreement") is made and entered into as of June 30, 2003 by and among ADESA CORPORATION, an Indiana corporation ("ADESA"), REALTY FACILITY HOLDING I, L.L.C., an Ohio limited liability company ("RFH"), and REALTY FACILITY INVESTMENTS, L.L.C., an Ohio limited liability company ("RFI").
AMENDMENT TO ENGAGEMENT LETTERAdesa Inc • October 26th, 2006 • Wholesale-motor vehicles & motor vehicle parts & supplies
This letter hereby amends that certain Engagement Letter (the “Agreement”), dated as of June 12, 2006, between ADESA, Inc. (the “Company”) and Emerging Capital. The initial term of the Agreement shall be extended for a term beginning on October 13, 2006 and ending on June 30, 2007. Either party may terminate the Agreement upon 30 days’ advance written notice; provided, however, that if the termination is initiated by the Company before June 30, 2007, the Company will pay Emerging Capital an amount equal to the product of the period remaining under the Agreement, as amended, multiplied by the monthly retainer.
AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • April 20th, 2012 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
THIS AMENDMENT NO. 6 dated as of March 31, 2006 to SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) is entered into among AFC FUNDING CORPORATION, an Indiana corporation (the “Seller”), AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the “Servicer”), FAIRWAY FINANCE COMPANY, LLC (as successor to Fairway Finance Corporation), a Delaware limited liability company (the “Purchaser”), and HARRIS NESBITT CORP. (as successor to BMO NESBITT BURNS CORP.), a Delaware corporation, as agent for Purchaser and as the initial agent (the “Agent”).
ADESA, INC. % Senior Subordinated Notes due 2012 UNDERWRITING AGREEMENTUnderwriting Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
Indenture Act, and I have been orally advised by the Commission that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and (ii) no proceedings for that purpose have been instituted or are pending or threatened by the Commission.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 29th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 26th day of October, 2004, by and between U.S. Bank National Association solely in its capacity as directed trustee for the Minnesota Power and Affiliated Companies Master Pension Trust (“Seller”), Minnesota Power and Affiliated Companies Master Pension Trust Retirement Plans Investment Subcommittee (“Named Fiduciary”) and ADESA, Inc., a Delaware corporation (“Buyer”).
AMENDED AND RESTATED PLEDGE AGREEMENT By ADESA, INC., as Borrower and THE GUARANTORS PARTY HERETO and BANK OF AMERICA, N.A., as Collateral Agent Dated as of July 25, 2005Pledge Agreement • July 29th, 2005 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
AMENDED AND RESTATED PLEDGE AGREEMENT dated as of July 25, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time in accordance with the provisions hereof, the “Agreement”) made by ADESA, INC., a Delaware Corporation (the “Borrower”) and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Guarantors,” and together with the Original Guarantors, the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
