CREDIT AGREEMENT KAR HOLDINGS II, LLC Holdings KAR HOLDINGS, INC. Borrower the Lenders party hereto BEAR STEARNS CORPORATE LENDING INC. Administrative Agent UBS SECURITIES LLC Syndication Agent GOLDMAN SACHS CREDIT PARTNERS L.P. DEUTSCHE BANK...Credit Agreement • July 2nd, 2009 • Auto Disposal of Memphis, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
THIS CREDIT AGREEMENT, dated as of April 20, 2007, among KAR HOLDINGS II, LLC, a Delaware limited liability company (“Holdings”), KAR HOLDINGS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BEAR, STEARNS & CO. INC. and UBS SECURITIES LLC, as joint lead arrangers (in such capacity, each a “Lead Arranger,” and collectively, the “Lead Arrangers”), UBS SECURITIES LLC, as syndication agent (in such capacity, the “Syndication Agent”), GOLDMAN SACHS CREDIT PARTNERS L.P. and DEUTSCHE BANK SECURITIES INC., as co-documentation agents (in such capacity, each a “Co-Documentation Agent,” and collectively, the “Co-Documentation Agents”), BEAR, STEARNS & CO. INC., UBS SECURITIES LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as Joint Bookrunners (in such capacity, each a “Joint Bookrunner,” and collectively, the “Joint Bookrunners”) and BEAR STEARNS CORPORATE LENDING INC., as admi
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KAR HOLDINGS II, LLCLimited Liability Company Agreement • July 2nd, 2009 • Auto Disposal of Memphis, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This Second Amended and Restated Limited Liability Company Agreement of KAR Holdings II, LLC (the “Company”) is dated as of April 20, 2007, by and among Axle Holdings II, LLC (“Axle LLC”), the entities listed under the headings “Kelso Members”, “GSCP Members”, “VAC Members” and “Parthenon Members” on Schedule A hereto (each, respectively, a “Kelso Member,” “GSCP Member,” “VAC Member,” and “Parthenon Member” and, together with Axle LLC, collectively, the “Investor Members,” which term shall also include such other Persons who become members of the Company and are designated “Investor Members” after the date hereof in accordance with Section 3.9 of this Agreement), Brian Clingen (a “Management Member” and collectively with such other management employees of the Company who become members of the Company and are designated “Management Members” after the date hereof in accordance with Section 3.9 of this Agreement, the “Management Members”) and BlackRock Senior Income Series II, plc and Cli
