THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KAR Holdings II, LLCLimited Liability Company Agreement • February 28th, 2012 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations
This Third Amendment to the Second Amended and Restated Limited Liability Company Agreement of KAR Holdings II, LLC (this “Amendment”), effective as of February 27, 2012, amends the Second Amended and Restated Limited Liability Company Agreement of KAR Holdings II, LLC, dated April 20, 2007, as amended by the First Amendment thereto, dated December 10, 2009 and the Second Amendment thereto, dated as of December 15, 2009 (as the same may be amended from time to time, the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Agreement.
AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • February 28th, 2012 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Indiana
THIS AMENDMENT NO. 2 to FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of October 12, 2011, is entered into among AFC FUNDING CORPORATION, an Indiana corporation (the “Seller”), AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the “Servicer”), FAIRWAY FINANCE COMPANY, LLC (a “Purchaser”), MONTEREY FUNDING LLC (a “Purchaser”), SALISBURY RECEIVABLES COMPANY LLC (a “Purchaser”), DEUTSCHE BANK AG, NEW YORK BRANCH, as Purchaser Agent for Monterey Funding LLC (a “Purchaser Agent”), BARCLAYS BANK PLC, as Purchaser Agent for Salisbury Receivables Company LLC (a “Purchaser Agent”), and BMO CAPITAL MARKETS CORP., as Purchaser Agent for Fairway Finance Company, LLC (a “Purchaser Agent”) and as the initial agent (the “Agent”).
AMENDMENT NO. 4 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 28th, 2012 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Indiana
THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of January 30, 2009, is entered into between AFC FUNDING CORPORATION, an Indiana corporation (the “Company”) and AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the “Originator”).
FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KAR Holdings II, LLCLimited Liability Company Agreement • February 28th, 2012 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations
This First Amendment to the Second Amended and Restated Limited Liability Company Agreement of KAR Holdings II, LLC (this “Amendment”), effective as of December 10, 2009, amends the Second Amended and Restated Limited Liability Company Agreement of KAR Holdings II, LLC, dated April 20, 2007 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Agreement.
AMENDMENT NO. 5 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 28th, 2012 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Indiana
THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of April 25, 2011, is entered into between AFC FUNDING CORPORATION, an Indiana corporation (the “Company”) and AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the “Originator”).
SEVERANCE AND CONSULTING AGREEMENTSeverance and Consulting Agreement • February 28th, 2012 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Indiana
This Agreement is made and entered this 15th day of August, 2011, by and between Peter Kelly (“Employee”) and ADESA, Inc. (“Employer”). Employer is a member of the KAR Auction Services, Inc. family of companies, (collectively, “the Company”). The Company is an intended third-party beneficiary of this Agreement between Employer and Employee and shall be entitled to enforce its provisions to the same extent as Employer.
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2012 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Indiana
This Employment Agreement (this “Agreement”), dated and effective February 27, 2012 (“Effective Date”), is entered into by and between KAR Auction Services, Inc. (“Employer”) and James P. Hallett (“Employee”).
AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • February 28th, 2012 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Indiana
THIS AMENDMENT NO. 1 to FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of May 20, 2011, is entered into among AFC FUNDING CORPORATION, an Indiana corporation (the “Seller”), AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the “Servicer”), FAIRWAY FINANCE COMPANY, LLC (a “Purchaser”), MONTEREY FUNDING LLC (a “Purchaser”), SALISBURY RECEIVABLES COMPANY LLC (a “Purchaser”), DEUTSCHE BANK AG, NEW YORK BRANCH, as Purchaser Agent for Monterey Funding LLC (a “Purchaser Agent”), BARCLAYS BANK PLC, as Purchaser Agent for Salisbury Receivables Company LLC (a “Purchaser Agent”), and BMO CAPITAL MARKETS CORP., as Purchaser Agent for Fairway Finance Company, LLC (a “Purchaser Agent”) and as the initial agent (the “Agent”).
SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KAR Holdings II, LLCLimited Liability Company Agreement • February 28th, 2012 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations
This Second Amendment to the Second Amended and Restated Limited Liability Company Agreement of KAR Holdings II, LLC (this “Amendment”), effective as of December 15, 2009, amends the Second Amended and Restated Limited Liability Company Agreement of KAR Holdings II, LLC, dated April 20, 2007, as amended by the First Amendment thereto, dated December 10, 2009 (as the same may be amended from time to time, the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Agreement.
