FIFTH AMENDMENT AGREEMENT
Exhibit 10.1
Execution Version
This FIFTH AMENDMENT AGREEMENT, dated as of September 2, 2020 (this “Amendment”), is entered into by and among each undersigned existing Revolving Lender (collectively, the “Consenting Revolving Lenders”), KAR AUCTION SERVICES, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
PRELIMINARY STATEMENTS
WHEREAS, reference is made to the Amended and Restated Credit Agreement, dated as of March 11, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended hereby, the “Credit Agreement”; capitalized terms used but not otherwise defined herein are used with the meanings given in the Credit Agreement), among the Borrower, the lenders and issuing banks party thereto from time to time and the Administrative Agent; and
WHEREAS, in accordance with clause (xiii) of Section 11.1 of the Credit Agreement, the Borrower and the Consenting Revolving Lenders (constituting the Majority Facility Lenders under the Revolving Facility) have agreed to amend the Existing Credit Agreement as provided in Section 1 hereof on the Fifth Amendment Effective Date (as defined below).
NOW, THEREFORE, in consideration of the premises and the agreements, other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendments to Existing Credit Agreement. Effective as of the Fifth Amendment Effective Date, the Existing Credit Agreement shall be amended, in accordance with clause (xiii) of the Section 11.1 of the Existing Credit Agreement, as follows:
(a) Section 1.1 of the Existing Credit Agreement is hereby amended by deleting therefrom the definitions of each of the following terms: “Available Commitments”, “Limited Waiver Period”, “Liquidity” and “Specified Event”.
(b) Section 8.1 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
“8.1 Financial Condition Covenant. Permit the Consolidated Senior Secured Net Leverage Ratio, as of the last day of each fiscal quarter (commencing with the fiscal quarter ending December 31, 2019) on which any Revolving Loans are outstanding, to exceed 3.50:1.00.”
SECTION 2. Conditions to the Fifth Amendment Effective Date. This Amendment shall become a binding agreement of the parties hereto and the amendments set forth in Section 1 hereof shall each become effective on the date of the satisfaction (or waiver) of the following conditions (the date such conditions are satisfied or waived, the “Fifth Amendment Effective Date”):
(a) this Amendment shall have been duly executed by the Borrower, each other Loan Party, the Administrative Agent and Revolving Lenders that collectively constitute the Majority Facility Lenders under the Revolving Facility, and delivered to the Administrative Agent;
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(b) the Borrower shall have compensated the Administrative Agent in immediately available funds for all accrued costs, fees and expenses (including reasonable fees, expenses and other charges of counsel) of the Administrative Agent to the extent invoiced at least two (2) Business Days prior to the Fifth Amendment Effective Date; and
(c) the Administrative Agent and each Revolving Lender shall have received all compensation required to be paid to it (or its Affiliates) on or prior to the Fifth Amendment Effective Date (including such fees set forth in that certain fee letter, dated as of the date hereof, by and among the Borrower, the Administrative Agent and certain Revolving Lenders (the “Fee Letter”) or any other fee letter between, on the one hand, the Borrower and, on the other hand, the Administrative Agent or any Revolving Lender (or any of their respective Affiliates).
SECTION 3. Representations and Warranties. The Borrower represents and warrants that:
(a) Authority. The Borrower and the other Loan Parties have the requisite power and authority to execute and deliver this Amendment and perform its obligations under this Amendment and the Credit Agreement, as applicable. Each Loan Party has the requisite power and authority to perform its obligations under the Loan Documents, as amended hereby. The execution, delivery and performance by the Borrower and the other Loan Parties of this Amendment, and the performance by each Loan Party of each Loan Document (as amended hereby) to which it is a party have been duly approved by all necessary organizational action of such Loan Party.
(b) Enforceability. This Amendment has been duly executed and delivered by the Borrower and each other Loan Party. When the conditions to effectiveness in Section 2 hereof have been satisfied, each of this Amendment and each Loan Document (as amended hereby) is the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought in proceedings in equity or at law).
(c) Representations and Warranties. The representations and warranties made by any Loan Party in or pursuant to the Loan Documents are true and correct in all material respects (other than where a representation or warranty is already qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the Fifth Amendment Effective Date as if made on and as of such date, except to the extent that such representations and warranties refer to an earlier date (in which case they are true and correct in all material respects (or true and correct in all respects where a representation or warranty is already qualified by materiality) as of such earlier date).
(d) No Default. No Default or Event of Default shall have occurred and be continuing on the date hereof or after giving effect to this Amendment.
SECTION 4. Reference to and Effect on the Loan Documents.
(a) On and after the Fifth Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Credit Agreement and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Existing Credit Agreement, shall mean and be a reference to the Credit Agreement.
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(b) The Credit Agreement and the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations under and as defined in the Credit Agreement.
(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents or constitute a waiver or amendment of any provision of any of the Loan Documents. This Amendment shall not constitute a novation of the Existing Credit Agreement or any other Loan Document.
(d) The Borrower and the other parties hereto acknowledge and agree that, on and after the Fifth Amendment Effective Date, this Amendment and each of the other Loan Documents to be executed and delivered by a Loan Party shall constitute a Loan Document for all purposes of the Credit Agreement.
(e) The provisions of Sections 11.12 and 11.16 of the Credit Agreement shall apply with like effect to this Amendment.
SECTION 5. Reaffirmation. Each of the Grantors (as defined in the Amended and Restated Guarantee and Collateral Agreement) hereby (i) confirms and agrees that the Amended and Restated Guarantee and Collateral Agreement, the other Security Documents and all of the Collateral described in the foregoing do, and shall continue to, secure the payment and performance of all of the Secured Obligations (as defined in the Amended and Restated Guarantee and Collateral Agreement), (ii) reaffirms the security interest granted by each Grantor to the Administrative Agent and the Secured Parties and reaffirm the guaranties made pursuant to the Amended and Restated Guarantee and Collateral Agreement and (iii) acknowledges and agrees that the grant of security interests by, and the guaranties of, the Grantors contained in the Amended and Restated Guarantee and Collateral Agreement are, and shall remain, in full force and effect after giving effect to this Amendment.
SECTION 6. Counterparts. This Amendment (including all consents and authorizations relating hereto) may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment (or any consent or authorization relating hereto) by electronic transmission or facsimile shall be effective and enforceable as delivery of a manually executed counterpart thereof. The Administrative Agent will not have any responsibility for determining whether (and makes no representation as to whether) any such counterpart has been duly authorized, executed or delivered or is enforceable against any party hereto. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
SECTION 7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.
| LOAN PARTIES: | |||
| KAR AUCTION SERVICES, INC. | |||
| By: | /s/ Xxxxx X. Xxxxxxx | ||
| Name: | Xxxxx X. Xxxxxxx | ||
| Title: | Chief Executive Officer | ||
| ADESA, INC. | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
| ADESA CORPORATION, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
[Signature Page to KAR Fifth Amendment]
| A.D.E. OF ARK-LA-TEX, INC. | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
| A.D.E. OF KNOXVILLE, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
| ADESA ARK-LA-TEX, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
| ADESA ARKANSAS, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
| ADESA ATLANTA, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
| ADESA BIRMINGHAM, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
[Signature Page to KAR Fifth Amendment]
| ADESA CALIFORNIA, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
| ADESA CHARLOTTE, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
| ADESA COLORADO, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
| ADESA DES MOINES, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
| ADESA FLORIDA, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
| ADESA IDAHO, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
[Signature Page to KAR Fifth Amendment]
| ADESA INDIANAPOLIS, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President & Secretary | ||
| ADESA LANSING, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President & Secretary | ||
| ADESA LEXINGTON, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President & Secretary | ||
| ADESA MISSOURI, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President & Secretary | ||
| ADESA NEW JERSEY, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President & Secretary | ||
| ADESA NEW YORK, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President & Secretary | ||
[Signature Page to KAR Fifth Amendment]
| ADESA OHIO, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President & Secretary | ||
| ADESA OKLAHOMA, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President & Secretary | ||
| ADESA OREGON, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President & Secretary | ||
| ADESA PENNSYLVANIA, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President & Secretary | ||
| ADESA PHOENIX, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President & Secretary | ||
| ADESA SAN DIEGO, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President & Secretary | ||
[Signature Page to KAR Fifth Amendment]
| ADESA-SOUTH FLORIDA, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President & Secretary | ||
| ADESA TEXAS, INC. | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President & Secretary | ||
| ADESA UTAH, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President & Secretary | ||
| ADESA WISCONSIN, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President & Secretary | ||
| ASSET HOLDINGS III, LP | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxx | ||
| Title: Executive Vice President & Secretary | ||
| AUTO DEALERS EXCHANGE OF CONCORD, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President & Secretary | ||
[Signature Page to KAR Fifth Amendment]
| AUTO DEALERS EXCHANGE OF MEMPHIS, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President & Secretary | ||
| AUTOMOTIVE FINANCE CORPORATION | ||
| By: | /s/ Xxxxx X. Money II | |
| Name: Xxxxx X. Money II | ||
| Title: President | ||
| AUTOVIN, INC. | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President & Secretary | ||
| PAR, INC. | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President & Secretary | ||
| AFC CAL, LLC | ||
| By: | /s/ Xxxxx X. Money II | |
| Name: Xxxxx X. Money II | ||
| Title: President | ||
| XXXXX & ASSOCIATES, INC. | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President & Secretary | ||
[Signature Page to KAR Fifth Amendment]
| SIOUX FALLS AUTO AUCTION, INC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
| TRI-STATE AUCTION CO., INC. | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
| LIVEBLOCK AUCTIONS INTERNATIONAL, INC. | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
| ADESA DEALER SERVICES, LLC | |||
| By: | /s/ Xxxxx X. Money II | ||
| Name: | Xxxxx X. Money II | ||
| Title: | President | ||
| ADESA MINNESOTA, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
| ADESA NEVADA, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
[Signature Page to KAR Fifth Amendment]
| OPENLANE, INC | |||
| By: | /s/ Xxxxxxx X. Xxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxx | ||
| Title: | Executive Vice President & Secretary | ||
| RECOVERY DATABASE NETWORK, INC. | |||
| By: | /s/ Xxxxxxx X. Xxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxx | ||
| Title: | Executive Vice President & Secretary | ||
| CARSARRIVE NETWORK, INC. | |||
| By: | /s/ Xxxxxxx X. Xxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxx | ||
| Title: | Executive Vice President & Secretary | ||
| AUCTIONTRAC, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
| MOBILETRAC LLC | |||
| By: | /s/ Xxxxxxx X. Xxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxx | ||
| Title: | Executive Vice President & Secretary | ||
| PREFERRED WARRANTIES OF FLORIDA, INC. | |||
| By: | /s/ Xxxxxx X. Field | ||
| Name: | Xxxxxx X. Field | ||
| Title: | President | ||
[Signature Page to KAR Fifth Amendment]
| ADESA ILLINOIS, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
| AUTOMOTIVE FINANCE CONSUMER DIVISION, LLC | |||
| By: | /s/ Xxxxx X. Money II | ||
| Name: | Xxxxx X. Money II | ||
| Title: | President | ||
| HIGH TECH NATIONAL, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
| AUTOMOTIVE KEY CONTROLS, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
| HT LOCKSMITHS, INC. | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
| PWI HOLDINGS, INC. | |||
| By: | /s/ Xxxxxx X. Field | ||
| Name: | Xxxxxx X. Field | ||
| Title: | President | ||
[Signature Page to KAR Fifth Amendment]
| PREFERRED WARRANTIES, INC. | |||
| By: | /s/ Xxxxxx X. Field | ||
| Name: | Xxxxxx X. Field | ||
| Title: | President | ||
| SUPERIOR WARRANTIES, INC. | |||
| By: | /s/ Xxxxxx X. Field | ||
| Name: | Xxxxxx X. Field | ||
| Title: | President | ||
| ADESA VIRGINIA, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
| AUTONIQ, LLC | |||
| By: | /s/ Xxxxxxx X. Xxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxx | ||
| Title: | Executive Vice President & Secretary | ||
| CARCO TECHNOLOGIES, LLC | |||
| By: | /s/ Xxxxxxx X. Xxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxx | ||
| Title: | Executive Vice President & Secretary | ||
| 111 REMARKETING, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President & Secretary | ||
[Signature Page to KAR Fifth Amendment]
| STRATIM SYSTEMS INCORPORATED | |||
| By: | /s/ Xxxxxxx X. Xxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxx | ||
| Title: | Executive Vice President & Secretary | ||
| CLEARPLAN, LLC | |||
| By: | /s/ Xxxxxxx X. Xxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxx | ||
| Title: | Executive Vice President & Secretary | ||
| NTH GEN SOFTWARE (FLORIDA) LLC | |||
| By: | /s/ Xxxx Xxxxxx | ||
| Name: | Xxxx Xxxxxx | ||
| Title: | Manager | ||
| TRADEREV USA LLC | |||
| By: | /s/ Xxxx Xxxxxx | ||
| Name: | Xxxx Xxxxxx | ||
| Title: | Manager | ||
[Signature Page to KAR Fifth Amendment]
| JPMORGAN CHASE BANK, N.A., | |||
| as Administrative Agent and a Revolving Lender | |||
| By: | /s/ Xxxxxxx Xxxx | ||
| Name: | Xxxxxxx Xxxx | ||
| Title: | Vice President | ||
[Signature Page to KAR Fifth Amendment]
| BANK OF AMERICA, N.A., | |||
| as a Revolving Lender | |||
| By: | /s/ Xxxxx X. Xxxxx | ||
| Name: | Xxxxx X. Xxxxx | ||
| Title: | Senior Vice President | ||
[Signature Page to KAR Fifth Amendment]
| XXXXXXX XXXXX BANK USA, | |||
| as a Revolving Lender | |||
| By: | /s/ Xxxxxx Xxxxx | ||
| Name: | Xxxxxx Xxxxx | ||
| Title: | Authorized Signatory | ||
[Signature Page to KAR Fifth Amendment]
| BARCLAYS BANK PLC, | |||
| as a Revolving Lender | |||
| By: | /s/ Xxxxx Xxxxxx | ||
| Name: | Xxxxx Xxxxxx | ||
| Title: | Director | ||
[Signature Page to KAR Fifth Amendment]
| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, | |||
| as a Revolving Lender | |||
| By: | /s/ Xxxxxx Xxxxx | ||
| Name: | Xxxxxx Xxxxx | ||
| Title: | Authorized Signatory | ||
| By: | /s/ Xxxxxxx Xxxxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxxxx | ||
| Title: | Authorized Signatory | ||
[Signature Page to KAR Fifth Amendment]
| FIFTH THIRD BANK, NATIONAL ASSOCIATION | |||
| as a Revolving Lender | |||
| By: | /s/ Xxxx Xxxxxxx | ||
| Name: | Xxxx Xxxxxxx | ||
| Title: | Director | ||
[Signature Page to KAR Fifth Amendment]
| U.S. BANK NATIONAL ASSOCIATION, | |||
| as a Revolving Lender | |||
| By: | /s/ Xxxxx X. XxXxxxx | ||
| Name: | Xxxxx X. XxXxxxx | ||
| Title: | Senior Vice President | ||
[Signature Page to KAR Fifth Amendment]
| BMO XXXXXX BANK, N.A., | |||
| as a Revolving Lender | |||
| By: | /s/ Xxxx Xxxxxxxxx | ||
| Name: | Xxxx Xxxxxxxxx | ||
| Title: | Director | ||
[Signature Page to KAR Fifth Amendment]
| KEYBANK NATIONAL ASSOCIATION, | |||
| as a Revolving Lender | |||
| By: | /s/ Xxxxxxx XxXxxxxxxx | ||
| Name: | Xxxxxxx XxXxxxxxxx | ||
| Title: | AVP | ||
[Signature Page to KAR Fifth Amendment]
| PNC BANK, NATIONAL ASSOCIATION, | |||
| as a Revolving Lender | |||
| By: | /s/ Xxxxxxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxxxxxx Xxxxxxx | ||
| Title: | Senior Vice President | ||
[Signature Page to KAR Fifth Amendment]
| ROYAL BANK OF CANADA, | |||
| as a Revolving Lender | |||
| By: | /s/ Xxxxx Xxxxxx | ||
| Name: | Xxxxx Xxxxxx | ||
| Title: | Authorized Signatory | ||
[Signature Page to KAR Fifth Amendment]
| TRUIST BANK, successor by merger to SUNTRUST BANK | |||
| as a Revolving Lender | |||
| By: | /s/ Xxxxx Xxxxxx | ||
| Name: | Xxxxx Xxxxxx | ||
| Title: | Senior Vice President | ||
[Signature Page to KAR Fifth Amendment]
| THE HUNTINGTON NATIONAL BANK, | |||
| as a Revolving Lender | |||
| By: | /s/ Xxxxxx X. Xxxxxx | ||
| Name: | Xxxxxx X. Xxxxxx | ||
| Title: | Managing Director | ||
[Signature Page to KAR Fifth Amendment]
| XXXXX FARGO BANK, NATIONAL ASSOCIATION | |||
| as a Revolving Lender | |||
| By: | /s/ Xxxxxxxxx Xxxxxx | ||
| Name: | Xxxxxxxxx Xxxxxx | ||
| Title: | Senior Vice President | ||
[Signature Page to KAR Fifth Amendment]
