AGREEMENT AND PLAN OF MERGER Dated as of September 4, 2020 by and among BACKLOTCARS, INC., ADESA, INC., SHOWROOM MERGER SUB, INC., solely for the purposes set forth herein, SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Stockholder Representative,...Agreement and Plan of Merger • September 8th, 2020 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 4, 2020 (this “Agreement”), by and among BACKLOTCARS, INC., a Delaware corporation (the “Company”), ADESA, INC., a Delaware corporation (“Parent”), SHOWROOM MERGER SUB, INC., a Delaware corporation wholly owned by Parent (“Merger Sub”), solely in its capacity as representative, agent and attorney-in-fact of the Holders, SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company (the “Stockholder Representative”), and, solely for purposes of Section 11.18, KAR AUCTION SERVICES, INC., a Delaware corporation (the “Ultimate Parent Entity”).
FIFTH AMENDMENT AGREEMENTFifth Amendment Agreement • September 8th, 2020 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • New York
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”).
