AGREEMENT AND PLAN OF MERGERMerger Agreement • December 22nd, 2006 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
AGREEMENT AND PLAN OF MERGER, dated as of December 22, 2006, (this “Agreement”), by and among ADESA, Inc., a Delaware corporation (the “Company”), KAR Holdings II, LLC, a Delaware limited liability company (“Buyer”), KAR Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Buyer (“Holdings”), and KAR Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Holdings (“Merger Sub”).
LIMITED GUARANTEE OF PARTHENON INVESTORS II, L.P. AND INSURANCE AUTO AUCTIONS, INC.Limited Guarantee • December 22nd, 2006 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
LIMITED GUARANTEE, dated as of December 22, 2006 (this “Limited Guarantee”), by Parthenon Investors II, L.P. (“Parthenon”) and Insurance Auto Auctions, Inc. (“IAAI” and together with Parthenon, the “Guarantors”), in favor of ADESA, INC., a Delaware corporation (the “Company”). On the date hereof, the Company has entered into guarantees (the “Other Guarantees”) with (i) ValueAct Capital Master Fund, L.P., (ii) GS Capital Partners VI, L.P. (together with GS Capital Partners VI Parallel, L.P., GS Capital Partners VI Offshore, L.P. and GS Capital Partners VI GmbH & Co. KG) and (iii) Kelso Investment Associates VII, L.P. and Insurance Auto Auctions, Inc. (collectively, the “Other Guarantors”) on substantially similar terms, except as otherwise expressly provided therein. Any capitalized term not otherwise defined herein shall be as defined in the Merger Agreement (as defined below).
ADESA, INC. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • December 22nd, 2006 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), entered into this 21st day of December, 2006 (the “Effective Date”), by and between ADESA, INC., a Delaware corporation (the “Company”), and [ ] (the “Executive”).
LIMITED GUARANTEE OF GS CAPITAL PARTNERS VI, L.P.Limited Guarantee • December 22nd, 2006 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
LIMITED GUARANTEE, dated as of December 22, 2006 (this “Limited Guarantee”), by GS Capital Partners VI, L.P. (together with GS Capital Partners VI Parallel, L.P., GS Capital Partners VI Offshore, L.P. and GS Capital Partners VI GmbH & Co. KG) (“Guarantor”), in favor of ADESA, INC., a Delaware corporation (the “Company”). On the date hereof, the Company has entered into guarantees (the “Other Guarantees”) with (i) ValueAct Capital Master Fund, L.P., (ii) Parthenon Investors II, L.P. and Insurance Auto Auctions, Inc. and (iii) Kelso Investment Associates, VII, L.P. and Insurance Auto Auctions, Inc. (collectively, the “Other Guarantors”) on substantially similar terms, except as otherwise expressly provided therein. Any capitalized term not otherwise defined herein shall be as defined in the Merger Agreement (as defined below).
