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 • June 17th, 2009 • Carbuyco, LLC • Retail-auto dealers & gasoline stations • 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
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AXLE HOLDINGS II, LLCLimited Liability Company Agreement • June 17th, 2009 • Carbuyco, LLC • Retail-auto dealers & gasoline stations • Delaware
This Amended and Restated Limited Liability Company Agreement of Axle Holdings II, LLC, a Delaware limited liability company (the “Company”) is made as of May 25, 2005 by and among the individuals or entities listed under the heading “Kelso Members” on Schedule A hereto (each a “Kelso Member” and collectively, the “Kelso Members”), Thomas C. O’Brien, Scott Pettit, David Montgomery, Don Hermanek, John Kett, John Nordin and Sidney Kerley (each a “Management Member” and collectively, the “Management Members,” which term shall also include such other management employees of the Company and its Affiliates as shall become members of the Company after the date hereof in accordance with Section 4.8 of this Agreement), the entities listed under the heading “Parthenon Members” on Schedule A hereto (each a “Parthenon Member” and the collectively, the “Parthenon Members”), Magnetite Asset Investors III L.L.C. (“Magnetite,”), Brian T. Clingen and Dan Simon (each an “Investor Member” and, together w
ContractSupplemental Indenture • June 17th, 2009 • Carbuyco, LLC • Retail-auto dealers & gasoline stations • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of March 26, 2009 (this “Supplemental Indenture”), among CarBuyCo, LLC, a North Carolina limited liability company (the “Subsidiary Guarantor”), KAR Holdings, Inc., a Delaware corporation (the “Company,” which term includes its successors and assigns), each other then existing Guarantor under the Indenture referred to below (the “Existing Guarantors” and, together with the Subsidiary Guarantor, the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”) under the Indenture referred to below.
ContractSupplemental Indenture • June 17th, 2009 • Carbuyco, LLC • Retail-auto dealers & gasoline stations • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of May 6, 2008 (this “Supplemental Indenture”), among Auto Disposal of Bowling Green, Inc., Auto Disposal of Chattanooga, Inc., Auto Disposal of Memphis, Inc., Auto Disposal of Nashville, Inc., Auto Disposal of Paducah, Inc., Salvage Disposal Company of Georgia, ADESA Minnesota, LLC and ADESA Missouri Redevelopment Corporation (the “Subsidiary Guarantors”), KAR Holdings, Inc. a Delaware corporation (the “Company,” which term includes its successors and assigns), each other then existing Guarantor under the Indenture referred to below (the “Existing Guarantors” and, together with the Subsidiary Guarantors, the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”) under the Indenture referred to below.
OPERATING AGREEMENT FOR CarBuyCo, LLC Effective as of February 19, 2009Operating Agreement • April 21st, 2009 • Carbuyco, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • North Carolina
THIS OPERATING AGREEMENT (this “Agreement”) is made and entered into as of this 19th day of February, 2009 (the “Effective Date”), by and between CarBuyCo, LLC, a North Carolina limited liability company (the “Company”), and ADESA, Inc. (the “Member”), as the sole initial member of the Company. The Company was organized as a limited liability company under the North Carolina General Statutes (the “N.C.G.S.”). Certain defined terms used in this Agreement are set forth in Schedule I (Schedule of Definitions) attached hereto and made a part hereof. In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, and intending to be legally bound hereby, the undersigned parties hereby agree as follows:
THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of April 20, 2007 among AFC FUNDING CORPORATION, as Seller, AUTOMOTIVE FINANCE CORPORATION, as Servicer, FAIRWAY FINANCE COMPANY, LLC, MONTEREY FUNDING LLC and such other entities from...Receivables Purchase Agreement • June 17th, 2009 • Carbuyco, LLC • Retail-auto dealers & gasoline stations • Indiana
SEVERANCE, RELEASE AND WAIVER AGREEMENTSeverance Agreement • June 17th, 2009 • Carbuyco, LLC • Retail-auto dealers & gasoline stations • Indiana
This Severance, Release and Waiver Agreement (hereinafter “Agreement”) is made by and between Curt Phillips, residing at 13757 Laredo Drive, Carmel, IN, 46032, (the “Employee”), and Automotive Finance Corporation (“AFC”) and its Company Entities (as defined below) (collectively hereinafter referred to as “AFC”, “Company” or “Employer”), with corporate offices located at 13085 Hamilton Crossing Blvd., Carmel, IN, 46032.
KAR HOLDINGS, INC. FORM OF CONVERSION AGREEMENTConversion Agreement • June 17th, 2009 • Carbuyco, LLC • Retail-auto dealers & gasoline stations • Delaware
This Conversion Agreement (this ”Agreement”) is made and entered into as of this day of , , between KAR Holdings, Inc., a Delaware corporation (“Buyer Parent”), and (the “Shareholder”).
ContractSupplemental Indenture • June 17th, 2009 • Carbuyco, LLC • Retail-auto dealers & gasoline stations • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of September 30, 2008 (this “Supplemental Indenture”), among LiveBlock Auctions International, Inc., a Nevada corporation, and Live Global Communications USA Incorporated, a Nevada corporation (the “Subsidiary Guarantors”), KAR Holdings, Inc., a Delaware corporation (the “Company,” which term includes its successors and assigns), each other then existing Guarantor under the Indenture referred to below (the “Existing Guarantors” and, together with the Subsidiary Guarantors, the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”) under the Indenture referred to below.
GUARANTEE AND COLLATERAL AGREEMENT made by KAR HOLDINGS II, LLC, and KAR HOLDINGS, INC. and certain of its Subsidiaries in favor of BEAR STEARNS CORPORATE LENDING INC. Administrative Agent Dated as of April 20, 2007Guarantee and Collateral Agreement • June 17th, 2009 • Carbuyco, LLC • Retail-auto dealers & gasoline stations • New York
This GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 20, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”, and each individually, a “Grantor”), in favor of Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”) for the banks, financial institutions and other entities (the “Lenders”) from time to time party as Lenders to the Credit Agreement and the other Secured Parties, dated as of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among KAR Holdings, Inc., a Delaware corporation (the “Borrower”), KAR Holdings II, LLC, a Delaware limited liability company (“Holdings”), the several banks, financial institutions and other entities from time to time parties to the Credit Agreement, Bear, Stearns & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LL
ContractSupplemental Indenture • June 17th, 2009 • Carbuyco, LLC • Retail-auto dealers & gasoline stations • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of September 30, 2008 (this “Supplemental Indenture”), among LiveBlock Auctions International, Inc., a Nevada corporation, and Live Global Communications USA Incorporated, a Nevada corporation (the “Subsidiary Guarantors”), KAR Holdings, Inc. a Delaware corporation (the “Company,” which term includes its successors and assigns), each other then existing Guarantor under the Indenture referred to below (the “Existing Guarantors” and, together with the Subsidiary Guarantors, the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”) under the Indenture referred to below.
ContractSupplemental Indenture • June 17th, 2009 • Carbuyco, LLC • Retail-auto dealers & gasoline stations • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of September 30, 2008 (this “Supplemental Indenture”), among LiveBlock Auctions International, Inc., a Nevada corporation, and Live Global Communications USA Incorporated, a Nevada corporation (the “Subsidiary Guarantors”), KAR Holdings, Inc. a Delaware corporation (the “Company,” which term includes its successors and assigns), each other then existing Guarantor under the Indenture referred to below (the “Existing Guarantors” and, together with the Subsidiary Guarantors, the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”) under the Indenture referred to below.
