Exhibit 10.6 Portions of this Exhibit 10.24 have been omitted based upon a request for confidential treatment. This Exhibit 10.24, including the non- public information, has been filed separately with the Securities and Exchange Commission. "[*]"...Receivables Purchase Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
CREDIT AGREEMENT dated as of June 21, 2004, among ADESA, INC., as Borrower, THE GUARANTORS PARTY THERETO, as Subsidiary Guarantors, THE LENDERS PARTY THERETO and UBS SECURITIES LLC and MERRILL LYNCH & CO., as Joint Lead Arrangers and Co- Bookmanagers,...Credit Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
This CREDIT AGREEMENT (as amended, modified or otherwise supplemented from time to time in accordance herewith, this "Agreement") dated as of June 21, 2004, among ADESA, INC., a Delaware corporation ("Borrower"), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC and MERRILL LYNCH & CO., as joint lead arrangers (in such capacity, each an "Arranger" and, together, the "Arrangers"), BANK ONE, N.A., GENERAL ELECTRIC CAPITAL CORPORATION, KEYBANK NATIONAL ASSOCIATION, SUNTRUST BANK and U.S. BANK NATIONAL ASSOCIATION, as co-documentation agents (in such capacity, each a "Documentation Agent" and, together, the "Documentation Agents"), MERRILL LYNCH & CO., as syndication agent (in such capacity, "Syndication Agent"), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, "Swingline Lender"), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, "Issuing B
ADESA, INC. 6,250,000 Shares Common Stock ($.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
express any view as to the financial statements, schedules and other financial information included therein or excluded therefrom or the exhibits to the Registration Statement).
MASTER AGREEMENT dated as of June 21, 2004Master Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions.
EMPLOYEE AND DIRECTOR MATTERS AGREEMENT by and between ALLETE, Inc. and ADESA, Inc. June 15, 2004Employee and Director Matters Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This EMPLOYEE AND DIRECTOR MATTERS AGREEMENT is entered into on June 15, 2004, between ALLETE, Inc., a Minnesota corporation ("ALLETE") and ADESA, Inc., a Delaware corporation ("ADESA"). Capitalized terms used herein (other than the formal names of ALLETE Plans (as defined below) or ADESA Plans (as defined below)) and not otherwise defined, shall have the respective meanings assigned to them in Article I hereof.
MASTER SEPARATION AGREEMENT between ALLETE, INC. and ADESA, INC.Master Separation Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This Master Separation Agreement (this "Agreement") is dated as of June 4, 2004, 2004, between ALLETE, Inc., a Minnesota corporation ("ALLETE"), and ADESA, Inc., a Delaware corporation ("ADESA," and together with ALLETE, each a "Party," and together, the "Parties"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article IX hereof.
TAX SHARING AGREEMENT by and among ALLETE, INC. AND ITS AFFILIATES and ADESA, INC. AND ITS AFFILIATESTax Sharing Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
JOINT AIRCRAFT OWNERSHIP MANAGEMENT AGREEMENT BETWEEN ALLETE, INC. and ADESA, INC. dated as of June 4, 2004Joint Aircraft Ownership & Management Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies
This JOINT AIRCRAFT OWNERSHIP & MANAGEMENT AGREEMENT (hereinafter the "Agreement"), is made and entered into on this 4th day of June, 2004, by and between ALLETE, Inc., a corporation incorporated under the laws of Minnesota, with principal offices at 30 West Superior Street, Duluth, Minnesota 55802, (hereinafter referred to as "ALLETE") and ADESA, Inc., a corporation incorporated under the laws of Delaware, with principal offices at 13085 Hamilton Crossing Boulevard, Suite 500, Carmel, Indiana 46032, (hereinafter referred to as "ADESA"). ALLETE and ADESA are also hereinafter referred to individually as "Owner" or jointly as "Owners".
AMENDMENT NO. 1 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this "Amendment"), dated as of June 15, 2004, is entered into between AFC FUNDING CORPORATION, an Indiana corporation (the "Company") and AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the "Originator").
ADESA, INC. % Senior Subordinated Notes due 2012 UNDERWRITING AGREEMENTUnderwriting Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
Indenture Act, and I have been orally advised by the Commission that (i) no stop order suspending the effectiveness of the Registration Statement has been issued and (ii) no proceedings for that purpose have been instituted or are pending or threatened by the Commission.
