AutoTrader Group, Inc. Sample Contracts
LEASE (Single Tenant; Net)Lease • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec • California
THIS LEASE is made as of the 29th day of September, 2004, by and between THE IRVINE COMPANY, a Delaware corporation hereafter called “Landlord,” and KELLEY BLUE BOOK CO., INC., a California corporation, hereinafter called “Tenant.”
Standard Contracts
SHAREHOLDERS AGREEMENT By and Among And Dated as of November 1, 2012Shareholder Agreement • November 26th, 2012 • AutoTrader Group, Inc. • Services-business services, nec • New York
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of November 1, 2012, by and between the following parties and will become effective on the Effective Date (as defined below):
AMENDMENT TO AMENDED AND RESTATED CASH MANAGEMENT AGREEMENTCash Management Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec
This Amendment to Amended and Restated Cash Management Agreement (this “Amendment”), effective as of this 14th day of June, 2012 (the “Effective Date”), by and between Cox Enterprises, Inc., a Delaware corporation (“CEI”), and AutoTrader.com, Inc., a Delaware corporation (the “Company”), hereby amends that Amended and Restated Cash Management Agreement dated as of December 15, 2010, by and between CEI and Company (the “Agreement”).
STOCK PURCHASE AGREEMENT By and Among AUTOTRADER.COM, INC., PROVIDENCE EQUITY PARTNERS VI, L.P., PROVIDENCE EQUITY PARTNERS VI-A, L.P, COX AUTO TRADER, L.L.C., KPCB HOLDINGS, INC. and THE OTHER SELLERS NAMED HEREIN May 5, 2010Stock Purchase Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 5, 2010 by and among AutoTrader.com, Inc., a Delaware corporation (the “Company”), Providence Equity Partners VI, L.P. and Providence Equity Partners VI-A, L.P., each a Delaware limited partnership (each, a “Buyer” and collectively, “Buyer”), Cox Auto Trader, L.L.C., a Delaware limited liability company (“CAT”), KPCB Holdings, Inc., a California corporation (“KPCB”), and the other stockholders of the Company identified on Exhibit A, as Exhibit A may be amended from time to time pursuant to Section 2.1 (such other stockholders, together with CAT and KPCB, the “Sellers”), and CAT (in its capacity as agent and attorney-in-fact of each Seller other than KPCB as set forth in Article X, the “Seller Representative”).
SHARE CHARGE (BVI SHARE FORM) relating to ordinary shares of By and Between (as Chargor) and (as Chargee) Dated as of November [•], 2012Share Charge Agreement • November 26th, 2012 • AutoTrader Group, Inc. • Services-business services, nec • Virgin Islands
NOW, THEREFORE, in consideration of the foregoing premises, which are hereby incorporated into and made a part of the terms hereof, it is agreed as follows:
RELATED PARTY AGREEMENTRelated Party Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec • Delaware
THIS RELATED PARTY AGREEMENT effective as of June 14, 2012 (the “Effective Date”), is entered into by and among AutoTrader Group, Inc., a Delaware corporation (“ATG”), Cox Enterprises, Inc., a Delaware corporation (“CEI”), Cox Digital Exchange, LLC, a Delaware limited liability company (“CDX”), and Manheim, Inc., a Delaware corporation (“Manheim, Inc.,” individually and together with CEI and CDX (as the context requires), “Manheim”). Certain capitalized terms used in this Agreement are defined in Article I.
SHARE PURCHASE AGREEMENT By and Among [SELLER] And [PURCHASER] Dated as of November 1, 2012Share Purchase Agreement • November 26th, 2012 • AutoTrader Group, Inc. • Services-business services, nec • New York
CREDIT AND GUARANTEE AGREEMENT dated as of December 15, 2010, among AUTOTRADER.COM, INC., CERTAIN OF ITS SUBSIDIARIES, as Guarantors, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent,...Credit and Guarantee Agreement • June 15th, 2012 • AutoTrader Group, Inc. • New York
CREDIT AND GUARANTEE AGREEMENT dated as of December 15, 2010, among AUTOTRADER.COM, INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER party hereto, as Guarantor Subsidiaries, the LENDERS party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo Bank”), as Administrative Agent and as Collateral Agent, GOLDMAN SACHS BANK USA and SUNTRUST BANK, as Co-Syndication Agents (in such capacity, the “Syndication Agents”), and WELLS FARGO SECURITIES, LLC (“Wells Fargo Securities”), GOLDMAN SACHS BANK USA, SUNTRUST ROBINSON HUMPHREY, INC., FIFTH THIRD BANK, J.P. MORGAN SECURITIES LLC and UBS SECURITIES LLC, as Arrangers.
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec
THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of the 30 day of September, 2011 (the “Effective Date”), by and between PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, a Georgia limited partnership (“Landlord”), and AUTOTRADER.COM, INC., a Delaware corporation (“Tenant”).
SETTLEMENT AGREEMENTSettlement Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec • England and Wales
LICENSE AGREEMENT (Cox Business)License Agreement • June 15th, 2012 • AutoTrader Group, Inc. • Delaware
THIS LICENSE AGREEMENT (the “Agreement”), dated as of September 10, 2006, is entered into by and between TPI HOLDINGS, INC., a Delaware corporation (“Licensor”), and COX AUTO TRADER, INC., a Delaware corporation (“Licensee”).
EMPLOYMENT AND NON-COMPETITION AGREEMENT (KEITH A. JEZEK)Employment Agreement • June 15th, 2012 • AutoTrader Group, Inc. • Texas
AGREEMENT made and entered into by and between AutoTrader.com. Inc. (“AutoTrader”), a Delaware corporation, and Keith A. Jezek (the “Executive”), effective as of the Closing Date (as defined in the Purchase Agreement which term is hereinafter defined).
NOTE PURCHASE AGREEMENT By and Among And And ATG GLOBAL MANAGEMENT L.P. Dated as of November 1, 2012Note Purchase Agreement • November 26th, 2012 • AutoTrader Group, Inc. • Services-business services, nec • New York
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 15th, 2012 • AutoTrader Group, Inc.
This Assignment and Assumption Agreement (this “Agreement”), dated as of August 31, 2009, is entered into by and between Cox Auto Trader, L.L.C., a Delaware limited liability company (“Assignor”), as successor-in-interest to Cox Auto Trader, Inc., a Delaware corporation, by virtue of the filing of a certificate of conversion with the Delaware Secretary of State, and AutoTrader.com, Inc., a Delaware corporation (“Assignee”).
REGISTRATION RIGHTS AGREEMENT By and Among AUTOTRADER GROUP, INC., MANHEIM ATC, INC., PROVIDENCE EQUITY PARTNERS VI, L.P. PROVIDENCE EQUITY PARTNERS VI-A, L.P., and THE OTHER STOCKHOLDERS PARTY HERETO [DATE]Registration Rights Agreement • August 27th, 2012 • AutoTrader Group, Inc. • Services-business services, nec • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into effective as of [ ], by and among AutoTrader Group, Inc., a Delaware corporation (the “Company”), Manheim ATC, Inc., a Delaware corporation (“Manheim”), Providence Equity Partners VI, L.P. and Providence Equity Partners VI-A, L.P., each a Delaware limited partnership (collectively, “Providence”), and the other Stockholders (as defined herein) that have signed a counterpart to this Agreement (each, an “Other Party Stockholder” and, collectively, the “Other Party Stockholders”). Each of Manheim, Providence, the Other Party Stockholders and any other Person who is or becomes a Stockholder and who signs a Joinder in accordance with the terms of this Agreement is individually referred to herein as a “Specified Stockholder” and, collectively, as the “Specified Stockholders”.
FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF AUTOTRADER.COM, INC.Stockholders Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec
This First Amendment to Amended and Restated Stockholders Agreement of AutoTrader.com, Inc. (this “First Amendment”) is entered into effective as of this 14th day of October, 2010, by and among AutoTrader.com, Inc., a Delaware corporation (the “Company”), Manheim ATC, Inc., a Delaware corporation (“Manheim”), and Providence Equity Partners VI, L.P., a Delaware limited partnership (“Providence VI”).
3003 SUMMIT LEASE AGREEMENT BY AND BETWEEN PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, AS LANDLORD AND AUTOTRADER.COM, INC., AS TENANTLease Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec • Georgia
THIS LEASE AGREEMENT is made and entered into on this 11th day of January, 2010 (the “Effective Date”), by and between PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, a Georgia limited partnership (hereinafter called “Landlord”), and AUTOTRADER.COM, INC., a Delaware corporation, whose address for purposes hereof is set forth in Section 9.01 below (hereinafter called “Tenant”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 27th, 2012 • AutoTrader Group, Inc. • Services-business services, nec • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 20th, 1999, by and among AUTOCONNECT, L.L.C., a Delaware limited liability company to be renamed as “AutoTrader.com, LLC” (referred to herein, together with any Successor thereto, as the “Company”), the undersigned members of the Company (the “Members”), and those other persons and entities who have executed or shall have executed this Agreement and whose names appear on the Schedule of Registration Rights Holders attached hereto as Exhibit A, as such Schedule may be amended from time to time pursuant to Section 11.2 hereof.
EMPLOYMENT AND NON-COMPETITION AGREEMENT (DALE POLLAK)Employment and Non-Competition Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec • Illinois
AGREEMENT made and entered into by and between AutoTrader.com, Inc. (“AutoTrader”), a Delaware corporation, and Dale Pollak (the “Executive”), effective as of the Closing Date (as defined in the Purchase Agreement which term is hereinafter defined).
AMENDMENT TO INTERCOMPANY SERVICES AGREEMENTIntercompany Services Agreement • June 15th, 2012 • AutoTrader Group, Inc.
This Amendment to Intercompany Services Agreement (this “Amendment”), effective as of this 14th day of June, 2012 (the “First Amendment Effective Date”), by and between Cox Enterprises, Inc., a Delaware corporation (“CEI”), and AutoTrader.com, Inc., a Delaware corporation (“ATC”), hereby amends that Intercompany Services Agreement dated as of May 4, 2010, by and between CEI and ATC (the “Agreement”).
BORROWER] SENIOR SECURED GUARANTEED NOTE (this “NOTE”)Senior Secured Guaranteed Note • November 26th, 2012 • AutoTrader Group, Inc. • Services-business services, nec • New York
This Note is made by the Borrower in favor of the Holder pursuant to that certain Note Purchase Agreement, dated November 1, 2012, by and among the Borrower, the Holder and the other parties thereto (the “Note Purchase Agreement”) and is secured (on a first priority basis) by the Pledged Shares (as defined under the Note Purchase Agreement). The entire principal sum under this Note is being used by the Borrower solely to fund the purchase of the Management Purchased Shares (as defined below).
INTERCOMPANY SERVICES AGREEMENTIntercompany Services Agreement • June 15th, 2012 • AutoTrader Group, Inc. • Delaware
THIS INTERCOMPANY SERVICES AGREEMENT (the “Agreement”) is entered into as of the 4th day of May, 2010 (the “Effective Date”), by and between Cox Enterprises, Inc., a Delaware corporation (“CEI”), and AutoTrader.com, Inc., a Delaware corporation (“ATC”).
SECOND AMENDMENT TO LEASELease • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec
SUBLICENSE AGREEMENT (Cox Business)Sublicense Agreement • June 15th, 2012 • AutoTrader Group, Inc. • Delaware
THIS SUBLICENSE AGREEMENT (the “Agreement”), dated as of June 11, 2010, is entered into by and between ATC IP LICENSE HOLDINGS, LLC, a Delaware limited liability company (“Licensor”), and AUTOTRADER.COM, INC., a Delaware corporation (“Licensee”).
FIRST AMENDMENT TO LEASELease • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec
Joint Filing StatementJoint Filing Statement • November 26th, 2012 • AutoTrader Group, Inc. • Services-business services, nec
We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by or on behalf of each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 15th, 2012 • AutoTrader Group, Inc. • Delaware
This Assignment and Assumption Agreement (this “Agreement”), dated as of June 11, 2010, is entered into by and between AutoTrader.com, Inc., a Delaware corporation (“Assignor”), and ATC IP License Holdings, LLC, a Delaware limited liability company (“Assignee”).
DIRECTOR NOMINATION AGREEMENT OF AUTOTRADER GROUP, INC. By and Between AUTOTRADER GROUP, INC., PROVIDENCE EQUITY PARTNERS VI, L.P., and PEP VI-A AUTO TRADER AIV L.P. June 14, 2012Director Nomination Agreement • June 15th, 2012 • AutoTrader Group, Inc. • Delaware
THIS DIRECTOR NOMINATION AGREEMENT OF AUTOTRADER GROUP, INC. is made and entered into as of June 14, 2012 and is made effective as of the ATG IPO Effective Date (as defined below), by and between AutoTrader Group, Inc., a Delaware corporation (the “Company”), and Providence Equity Partners VI, L.P. and PEP VI-A Auto Trader AIV L.P., each a Delaware limited partnership (collectively, “Providence”).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF AUTOTRADER.COM, INC. By and Among AUTOTRADER.COM, INC., MANHEIM ATC, INC., COX AUTO TRADER, L.L.C., PROVIDENCE EQUITY PARTNERS VI, L.P., PEP VI-A AUTO TRADER AIV L.P. KPCB HOLDINGS, INC. and THE OTHER...Stockholders Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT is made and entered into effective as of June 15, 2010, by and among AutoTrader.com, Inc., a Delaware corporation (the “Company”), Manheim ATC, Inc., a Delaware corporation (“Manheim”), Cox Auto Trader, L.L.C., a Delaware limited liability company (“CAT”), Providence Equity Partners VI, L.P. and PEP VI-A Auto Trader AIV L.P., each a Delaware limited partnership (collectively, “Providence”), KPCB Holdings, Inc., a California corporation, as nominee (“KPCB”), and the other Class A Stockholders (as defined herein) that have signed a counterpart to this Agreement with the effect set forth in Section 8.13 or are party to the Prior Stockholders Agreement (as defined below). Each of Manheim, CAT, Providence, KPCB and such other stockholders, together with the Stockholders (as defined for purposes of the Prior Stockholders Agreement) and any other Person who is or becomes a Class A Stockholder and who signs a counterpart to this Agreement in acc
SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF AUTOTRADER.COM, INC.Stockholders Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec • Delaware
This Second Amendment to Amended and Restated Stockholders Agreement of AutoTrader.com, Inc. (this “Second Amendment”) is entered into effective as of this 14th day of June, 2012 (the “Effective Date”), by and among AutoTrader.com, Inc., a Delaware corporation (the “Company”), AutoTrader Group, Inc., a Delaware corporation (“ATG”), Manheim ATC, Inc., a Delaware corporation (“Manheim”), and Providence Equity Partners VI, L.P., a Delaware limited partnership (“Providence”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Stockholders Agreement (as defined below).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of the 3rd day of January, 2011 (the “Effective Date”) by and between PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, a Georgia limited partnership (“Landlord”), and AUTOTRADER.COM, INC., a Delaware corporation (“Tenant”).
AGREEMENT AND CONSENTStockholders Agreement • July 31st, 2012 • AutoTrader Group, Inc. • Services-business services, nec • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into effective as of [ ], by and among AutoTrader Group, Inc., a Delaware corporation (the “Company”), Manheim ATC, Inc., a Delaware corporation (“Manheim”), Providence Equity Partners VI, L.P. and Providence Equity Partners VI-A, L.P., each a Delaware limited partnership (collectively, “Providence”), and the other Stockholders (as defined herein) that have signed a counterpart to this Agreement (each, an “Other Party Stockholder” and, collectively, the “Other Party Stockholders”). Each of Manheim, Providence, the Other Party Stockholders and any other Person who is or becomes a Stockholder and who signs a Joinder in accordance with the terms of this Agreement is individually referred to herein as a “Specified Stockholder” and, collectively, as the “Specified Stockholders”.
AMENDED AND RESTATED CASH MANAGEMENT AGREEMENT WITH REVOLVING CREDIT FACILITY AutoTrader.com, Inc. / Cox Enterprises, Inc.Cash Management Agreement • June 15th, 2012 • AutoTrader Group, Inc. • Georgia
THIS AMENDED AND RESTATED CASH MANAGEMENT AGREEMENT (this “Agreement”) is effective as of the 15th day of December, 2010, by and between AutoTrader.com, Inc., a Delaware corporation with its principal place of business at 5775 Peachtree Dunwoody Road, Atlanta, GA 30342 (the “Company”), and Cox Enterprises, Inc., a Delaware corporation with its principal place of business at 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328 (“CEI”).
AMENDMENT NO. 1 TO CREDIT AND GUARANTEE AGREEMENTCredit and Guarantee Agreement • June 15th, 2012 • AutoTrader Group, Inc. • New York
AMENDMENT NO. 1 TO CREDIT AND GUARANTEE AGREEMENT, dated as of June 14, 2011 (this “Amendment”), among AUTOTRADER.COM, INC., a Delaware corporation (the “Borrower”), WELLS FARGO SECURITIES, LLC, as lead arranger for purposes of this Amendment (the “Lead Arranger”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) and as a Replacement Term Lender (as defined below).
DIRECTOR NOMINATION AGREEMENT OF AUTOTRADER GROUP, INC. By and Between AUTOTRADER GROUP, INC., and MANHEIM ATC, INC. June 14, 2012Director Nomination Agreement • June 15th, 2012 • AutoTrader Group, Inc. • Delaware
THIS DIRECTOR NOMINATION AGREEMENT OF AUTOTRADER GROUP, INC. is made and entered into as of June 14, 2012 and is made effective as of the ATG IPO Effective Date (as defined below), by and between AutoTrader Group, Inc., a Delaware corporation (the “Company”), and Manheim ATC, Inc., a Delaware corporation (“Manheim”).
