DATE: February 28, 2012Letter Agreement • February 29th, 2012 • DealerTrack Holdings, Inc. • Services-computer integrated systems design
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National Association (“Dealer”) and DealerTrack Holdings, Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
DATE: February 28, 2012 TO: DealerTrack Holdings, Inc. ATTENTION: President and Chief Executive Officer TELEPHONE: 516-734-3700 FACSIMILE: 516-300-8003 FROM: WELLS FARGO SECURITIES, LLC (“Agent”)Letter Agreement • February 29th, 2012 • DealerTrack Holdings, Inc. • Services-computer integrated systems design
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Wells Fargo Bank, National Association (“Dealer”), through its agent Wells Fargo Securities, LLC (the “Agent”), and DealerTrack Holdings, Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Master Agreement specified below.
DealerTrack Holdings, Inc. 1.50% Senior Convertible Notes due 2017 PURCHASE AGREEMENTPurchase Agreement • February 29th, 2012 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
FIRST AMENDMENTFirst Amendment • February 29th, 2012 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
FIRST AMENDMENT, dated as of February 27, 2012 (this “Amendment”), to the CREDIT AGREEMENT, dated as of April 20, 2011, among DEALERTRACK HOLDINGS, INC., a Delaware corporation, (the “Company”), DEALERTRACK CANADA, INC., an Ontario corporation (the “Canadian Borrower”, and together with the Company, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”), and KEYBANK NATIONAL ASSOCIATION, as syndication agent (as further amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”).
SECOND AMENDMENTCredit Agreement • February 29th, 2012 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
SECOND AMENDMENT, dated as of February 29, 2012 (this “Amendment”), to the CREDIT AGREEMENT, dated as of April 20, 2011, as amended by the First Amendment, dated as of February 27, 2012, among DEALERTRACK HOLDINGS, INC., a Delaware corporation, (the “Company”), DEALERTRACK CANADA, INC., an Ontario corporation (the “Canadian Borrower”, and together with the Company, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”), and KEYBANK NATIONAL ASSOCIATION, as syndication agent (as further amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”).
DATE: February 28, 2012Letter Agreement • February 29th, 2012 • DealerTrack Holdings, Inc. • Services-computer integrated systems design
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Wells Fargo Bank, National Association (“Dealer”), through its agent Wells Fargo Securities, LLC (the “Agent”), and DealerTrack Holdings, Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
