Exhibit 10.33
March 3, 2005
Insurance Auto Auctions, Inc.
000 X. Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
Dear Xxxxx:
Reference is hereby made to that certain Second Amended and Restated
Credit Agreement dated as of March 19, 2004 by and among the Insurance Auto
Auctions, Inc. (the "Borrower"), the financial institutions party from time to
time thereto as Lenders (the "Lenders"), the financial institutions party from
time to time thereto as LC Issuers (the "LC Issuers") and LaSalle Bank National
Association, as administrative agent (the "Administrative Agent") (as the same
may be amended, restated, supplemented or otherwise modified from time to time,
the "Credit Agreement"). Terms used herein and not otherwise defined herein
shall have the meanings set forth in the Credit Agreement.
The Borrower has informed the Administrative Agent and the Lenders
that a Default has occurred or is expected to occur as a result of the
Borrower's noncompliance with the Capital Expenditures, Acquisitions and Stock
Repurchases financial covenant set forth in Section 6.19.4 of the Credit
Agreement for Fiscal Year 2004 (the "Specified Default"). In accordance with the
provisions of Section 8.2 of the Credit Agreement, the Borrower has requested
that the Lenders waive the Specified Default.
The Lenders hereby agree to such waiver.
Very truly yours,
LASALLE BANK NATIONAL
ASSOCIATION, as Administrative Agent, as an
LC Issuer and as a Lender
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
BANK OF AMERICA, N.A., as an LC Issuer
and as a Lender
By: /s/ Xxxxx X. XxXxxxx
---------------------------------------
Name: Xxxxx X. XxXxxxx
Title: Senior Vice President
NATIONAL CITY BANK OF THE
MIDWEST, as an LC Issuer and as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
WAIVER LETTER DATED AS OF MARCH 2005
