Contract
Exhibit 10.3
ASSUMPTION AGREEMENT, dated as of December 26, 2007, made by ADESA Dealer Services, LLC, an Indiana limited liability company, Automotive Finance Consumer Division, LLC, an Indiana limited liability company, ADESA Pennsylvania, LLC, a Pennsylvania limited liability company, Dent Demon, LLC, an Indiana limited liability company, Xxxxx & Associates, Inc., a North Dakota corporation, Sioux Falls Auto Auction, Inc., a South Dakota corporation, and Tri-State Auction Co., Inc., a North Dakota corporation (collectively, the “Additional Grantors”), in favor of Bear Xxxxxxx Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.
RECITALS
A. KAR HOLDINGS, INC., KAR HOLDINGS II, LLC, the Lenders, other agents party thereto and the Administrative Agent have entered into that certain Credit Agreement, dated as of April 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);
B. In connection with the Credit Agreement, KAR HOLDINGS, INC., KAR HOLDINGS II, LLC, and certain of their Affiliates (other than the Additional Grantors) have entered into that certain Guarantee and Collateral Agreement, dated as of April 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) in favor of the Administrative Agent for the benefit of the Secured Parties;
C. The Credit Agreement requires the Additional Grantors to become parties to the Guarantee and Collateral Agreement; and
D. The Additional Grantors have agreed to execute and deliver this Assumption Agreement in order to become parties to the Guarantee and Collateral Agreement.
NOW, THEREFORE, IT IS AGREED:
1. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, each of the Additional Grantors, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly guarantees the Borrower Obligations (as defined in the Guarantee and Collateral Agreement) as set forth in Section 2 thereof, grants the Administrative Agent, for the benefit of the Secured Parties, a security interest in its property as set forth in Section 3 thereof, and assumes all other obligations and liabilities of a Grantor set forth therein. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules 1, 2, 3, and 6 to the Guarantee and Collateral Agreement. Each of the Additional Grantors hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement, as they relate to such Additional Grantor, is true and correct in all material respects on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE PROVISIONS OF SECTIONS 8.1, 8.3, 8.4, 8.5, 8.7, 8.8, 8.9, 8.10, 8.12, 8.13 AND 8.16 OF THE GUARANTEE AND COLLATERAL AGREEMENT SHALL APPLY WITH LIKE EFFECT TO THIS ASSUMPTION AGREEMENT, AS FULLY AS IF SET FORTH AT LENGTH HEREIN.
IN WITNESS WHEREOF, the undersigned have caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
| ADESA DEALER SERVICES, LLC | ||
| By: | /s/ Xxxxxx X Xxxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxxx | |
| Title: | President and Chief Executive Officer | |
| AUTOMOTIVE FINANCE CONSUMER DIVISION, LLC | ||
| By: | /s/ Xxxxxx XX Xxxxxxx | |
| Name: | Xxxxxx XX Xxxxxxx | |
| Title: | Executive vice President | |
| ADESA PENNSYLVANIA, LLC | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | President and Chief Executive Officer | |
| DENT DEMON, LLC | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | President and Chief Executive Officer | |
| XXXXX & ASSOCIATES, INC. | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | President and Chief Executive Officer | |
| SIOUX FALLS AUTO AUCTION, INC. | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | President and Chief Executive Officer | |
| TRI-STATE AUCTION CO., INC. | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | President and Chief Executive Officer | |
Annex I-A
to
Schedule 1:
| Name of Grantor |
Notice Address | |
| ADESA Dealer Services, LLC |
00000 Xxxxxxxx Xxxxxxxx Xxxx. Xxxxxx, XX 00000 | |
| Automotive Finance Consumer Division, LLC |
00000 Xxxxxxxx Xxxxxxxx Xxxx. Xxxxxx, XX 00000 | |
| ADESA Pennsylvania, LLC |
00000 Xxxxxxxx Xxxxxxxx Xxxx. Xxxxxx, XX 00000 | |
| Dent Demon, LLC |
00000 Xxxxxxxx Xxxxxxxx Xxxx. Xxxxxx, XX 00000 | |
| Xxxxx & Associates, Inc. |
00000 Xxxxxxxx Xxxxxxxx Xxxx. Xxxxxx, XX 00000 | |
| Sioux Falls Auto Auction, Inc. |
00000 Xxxxxxxx Xxxxxxxx Xxxx. Xxxxxx, XX 00000 | |
| Tri-State Auction Co., Inc. |
00000 Xxxxxxxx Xxxxxxxx Xxxx. Xxxxxx, XX 00000 | |
Schedule 2:
| Pledgor |
Issuer |
Class of |
Certificated (Y/N) |
Certificate No. |
Number of Shares/Interest |
Percent of Equity Pledged |
|||||||
| ADESA, Inc. |
ADESA Dealer Services, LLC | N/A | Y | 1 | Sole Member | 100 | % | ||||||
| ADESA Dealer Services, LLC |
Automotive Finance Consumer Division, LLC | N/A | Y | 1 | Sole Member | 100 | % | ||||||
| ADESA, Inc. |
ADESA Pennsylvania, LLC | N/A | Y | 1 | Sole Member | 100 | % | ||||||
| ADESA, Inc. |
Dent Demon LLC | N/A | Y | 1 | Sole Member | 100 | % | ||||||
| ADESA, Inc. |
Xxxxx & Associates, Inc. | Common | Y | 24 | 7,350 | 100 | % | ||||||
| Xxxxx &. Associates, Inc. |
Sioux Falls Auto Auction, Inc. | Common | Y | 9 | 4,500 | 100 | % | ||||||
| Xxxxx &. Associates, Inc. |
Tri-State Auction Co., Inc. | Common | Y | 10 | 321 | 100 | % | ||||||
Schedule 3:
| Exact Legal Name of Grantor |
Jurisdiction of |
Organizational ID Number |
Location of Chief Executive Office | |||
| ADESA Dealer Services, LLC |
Indiana | 2007100400331 | 00000 Xxxxxxxx Xxxxxxxx Xxxx. Xxxxxx, XX 00000 | |||
| Automotive Finance Consumer Division, LLC |
Indiana | 2007100400334 | 00000 Xxxxxxxx Xxxxxxxx Xxxx. Xxxxxx, XX 00000 | |||
| ADESA Pennsylvania, LLC |
Pennsylvania | 3759485 | 00000 Xxxxxxxx Xxxxxxxx Xxxx. Xxxxxx, XX 00000 | |||
| Dent Demon, LLC |
Indiana | 2007120400444 | 00000 Xxxxxxxx Xxxxxxxx Xxxx. Xxxxxx, XX 00000 | |||
| Xxxxx & Associates, Inc. |
North Dakota | 11541400 | 00000 Xxxxxxxx Xxxxxxxx Xxxx. Xxxxxx, XX 00000 | |||
| Sioux Falls Auto Auction, Inc. |
South Dakota | DB029642 | 00000 Xxxxxxxx Xxxxxxxx Xxxx. Xxxxxx, XX 00000 | |||
| Tri-State Auction Co., Inc. |
North Dakota | 2016900 | 00000 Xxxxxxxx Xxxxxxxx Xxxx. Xxxxxx, XX 00000 | |||
Schedule 6:
III. Trademarks and Trademark Licenses:
| Jurisdiction |
Trademark |
Registration No. (App. No.) |
Reg. Date (App. Date) | Record Owner |
Status/ Comments | |||||||
| United States |
AFCD | (77/355,964 | ) | (December 19, 2007 | ) | Automotive Finance Consumer Division, LLC | Pending | |||||
| United States |
AFCD and Design | (77/355,950 | ) | (December 19, 2007 | ) | Automotive Finance Consumer Division, LLC | Pending | |||||
DISCLOSED DOMAIN NAMES
| Domain |
Record Owner |
Expiration Date | ||
| XXXXXX.XXX |
Automotive Finance Consumer Division, LLC | 11/20/2012 | ||
| XXXXXXXXXXXXX.XXX |
Automotive Finance Consumer Division, LLC | 11/20/2012 | ||
| XXXXXXXXXXXXXXXXXXX.XXX |
Automotive Finance Consumer Division, LLC | 11/20/2012 | ||
| XXXXXXXXXXXXXXX.XXX |
Automotive Finance Consumer Division, LLC | 11/20/2012 | ||
| XXXXXXXXXXXXXXXXXX.XXX |
Automotive Finance Consumer Division, LLC | 11/20/2012 | ||
| XXXXXXXXXXX.XXX |
Automotive Finance Consumer Division, LLC | 11/20/2012 | ||
| XXXXXXXXXXXX.XXX |
Automotive Finance Consumer Division, LLC | 11/20/2012 | ||
| XXXXXXXX.XXX |
Automotive Finance Consumer Division, LLC | 11/20/2012 | ||
| XXXXXXXXXX.XXX |
Automotive Finance Consumer Division, LLC | 11/20/2012 | ||
| XXXXXXXXXXXXXXXXXXX.XXX |
Automotive Finance Consumer Division, LLC | 11/20/2012 | ||
| XXXXXX.xxx |
Automotive Finance Consumer Division, LLC | 11/20/2012 | ||
| XXXXXXX.xxx |
Automotive Finance Consumer Division, LLC | 12/20/2012 | ||
| xxxxxx.xxx |
Automotive Finance Consumer Division, LLC | 11/26/2012 | ||
| xxxxxxxxxxxxx.xxx |
Automotive Finance Consumer Division, LLC | 11/26/2012 | ||
| xxxxxxxxxxxxxxxxxxx.xxx |
Automotive Finance Consumer Division, LLC | 11/26/2012 | ||
| xxxxxxxxxxxxxxx.xxx |
Automotive Finance Consumer Division, LLC | 11/26/2012 | ||
| xxxxxxxxxxxxxxxxxx.xxx |
Automotive Finance Consumer Division, LLC | 11/26/2012 | ||
| xxxxxxxxxxx.xxx |
Automotive Finance Consumer Division, LLC | 11/26/2012 | ||
| xxxxxxxxxxxx.xxx |
Automotive Finance Consumer Division, LLC | 11/26/2012 | ||
| xxxxxxxx.xxx |
Automotive Finance Consumer Division, LLC | 11/26/2012 | ||
| xxxxxxxxxx.xxx |
Automotive Finance Consumer Division, LLC | 11/26/2012 | ||
| xxxxxxxxxxxxxxxxxxx.xxx |
Automotive Finance Consumer Division, LLC | 11/26/2012 | ||
| xxxxxx.xxx |
Automotive Finance Consumer Division, LLC | 11/26/2012 | ||
| xxxxxxx.xxx |
Automotive Finance Consumer Division, LLC | 12/20/2012 | ||
