FLOATING RATE SENIOR NOTES DUE 2014Indenture • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
INDENTURE, dated as of April 20, 2007 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among KAR Holdings, Inc., a Delaware corporation (the “Company” or the “Issuer”), the guarantors from time to time parties hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
OPERATING AGREEMENT FOR ADESA VIRGINIA, LLC Effective as of April 27, 2005Operating Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • Virginia
THIS OPERATING AGREEMENT (this “Agreement”) is made and entered into as of this 27th day of April, 2005 (the “Effective Date”), by and between ADESA Virginia, LLC, a Virginia limited liability company (the “Company”), and ADESA Corporation, LLC (the “Member”), as the sole initial member of the Company. The Company was organized as a limited liability company under the Virginia Limited Liability Company Act, as amended, Code of Virginia §13.1-1000 et seq. (the “Act”). Certain defined terms used in this Agreement are set forth in Schedule I (Schedule of Definitions) attached hereto and made a part hereof. In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, and intending to be legally bound hereby, the undersigned parties hereby agree as follows:
CREDIT AGREEMENT KAR HOLDINGS II, LLC Holdings KAR HOLDINGS, INC. Borrower the Lenders party hereto BEAR STEARNS CORPORATE LENDING INC. Administrative Agent UBS SECURITIES LLC Syndication Agent GOLDMAN SACHS CREDIT PARTNERS L.P. DEUTSCHE BANK...Credit Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
THIS CREDIT AGREEMENT, dated as of April 20, 2007, among KAR HOLDINGS II, LLC, a Delaware limited liability company (“Holdings”), KAR HOLDINGS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BEAR, STEARNS & CO. INC. and UBS SECURITIES LLC, as joint lead arrangers (in such capacity, each a “Lead Arranger,” and collectively, the “Lead Arrangers”), UBS SECURITIES LLC, as syndication agent (in such capacity, the “Syndication Agent”), GOLDMAN SACHS CREDIT PARTNERS L.P. and DEUTSCHE BANK SECURITIES INC., as co-documentation agents (in such capacity, each a “Co-Documentation Agent,” and collectively, the “Co-Documentation Agents”), BEAR, STEARNS & CO. INC., UBS SECURITIES LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as Joint Bookrunners (in such capacity, each a “Joint Bookrunner,” and collectively, the “Joint Bookrunners”) and BEAR STEARNS CORPORATE LENDING INC., as admi
10% SENIOR SUBORDINATED NOTES DUE 2015Indenture • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
INDENTURE, dated as of April 20, 2007 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among KAR Holdings, Inc., a Delaware corporation (the “Company” or the “Issuer”), the guarantors from time to time parties hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
GUARANTEE AND COLLATERAL AGREEMENT made by KAR HOLDINGS II, LLC, and KAR HOLDINGS, INC. and certain of its Subsidiaries in favor of BEAR STEARNS CORPORATE LENDING INC. Administrative Agent Dated as of April 20, 2007Guarantee and Collateral Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
This GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 20, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”, and each individually, a “Grantor”), in favor of Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”) for the banks, financial institutions and other entities (the “Lenders”) from time to time party as Lenders to the Credit Agreement and the other Secured Parties, dated as of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among KAR Holdings, Inc., a Delaware corporation (the “Borrower”), KAR Holdings II, LLC, a Delaware limited liability company (“Holdings”), the several banks, financial institutions and other entities from time to time parties to the Credit Agreement, Bear, Stearns & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LL
LIMITED LIABILITY COMPANY AGREEMENT OF KAR HOLDINGS II, LLCLimited Liability Company Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of KAR Holdings II, LLC (the “Company”) dated as of this 15th day of December, 2006, by Kelso Investment Associates VII, L.P., as the sole member of the Company (the “Member”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AXLE HOLDINGS II, LLCLimited Liability Company Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This Amended and Restated Limited Liability Company Agreement of Axle Holdings II, LLC, a Delaware limited liability company (the “Company”) is made as of May 25, 2005 by and among the individuals or entities listed under the heading “Kelso Members” on Schedule A hereto (each a “Kelso Member” and collectively, the “Kelso Members”), Thomas C. O’Brien, Scott Pettit, David Montgomery, Don Hermanek, John Kett, John Nordin and Sidney Kerley (each a “Management Member” and collectively, the “Management Members,” which term shall also include such other management employees of the Company and its Affiliates as shall become members of the Company after the date hereof in accordance with Section 4.8 of this Agreement), the entities listed under the heading “Parthenon Members” on Schedule A hereto (each a “Parthenon Member” and the collectively, the “Parthenon Members”), Magnetite Asset Investors III L.L.C. (“Magnetite,”), Brian T. Clingen and Dan Simon (each an “Investor Member” and, together w
OPERATING AGREEMENT FOR ADESA DEALER SERVICES, LLC Effective as of October 4, 2007Operating Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
THIS OPERATING AGREEMENT (this “Agreement”) is made and entered into as of this 4th day of October, 2007 (the “Effective Date”), by and between ADESA Dealer Services, LLC, an Indiana limited liability company (the “Company”), and ADESA, Inc., a Delaware corporation, as the sole initial Member of the Company. The Company was organized as a limited liability company under the Indiana Business Flexibility Act, as amended, Ind. Code § 23-18-1-1 et seq. (the “Act”). Certain defined terms used in this Agreement are set forth in Schedule I (Schedule of Definitions) attached hereto and made a part hereof. In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, and intending to be legally bound hereby, the undersigned parties hereby agree as follows:
OPERATING AGREEMENT FOR ADESA ARKANSAS, LLC Effective as of January 1, 2004Operating Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
THIS OPERATING AGREEMENT (this “Agreement”) is made and entered into as of this 1st day of January, 2004 (the “Effective Date”), by and between ADESA Arkansas, LLC, a Delaware limited liability company (the “Company”), and ADESA Corporation (the “Member”), as the sole initial member of the Company. The Company was organized as a limited liability company under the Delaware Limited Liability Company Act (the “Act”). Certain defined terms used in this Agreement are set forth in Schedule I (Schedule of Definitions) attached hereto and made a part hereof. In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, and intending to be legally bound hereby, the undersigned parties hereby agree as follows:
OPERATING AGREEMENT FOR DENT DEMON, LLC Effective as of December 5, 2007Operating Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
THIS OPERATING AGREEMENT (this “Agreement”) is made and entered into as of this 5th day of December, 2007 (the “Effective Date”), by and between Dent Demon, LLC, an Indiana limited liability company (the “Company”), and ADESA, Inc. (the “Member”), as the sole initial member of the Company. The Company was organized as a limited liability company under the Indiana Business Flexibility Act, as amended, Ind. Code § 23-18-1-1 et seq. (the “Act”). Certain defined terms used in this Agreement are set forth in Schedule I (Schedule of Definitions) attached hereto and made a part hereof. In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, and intending to be legally bound hereby, the undersigned parties hereby agree as follows:
THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of April 20, 2007 among AFC FUNDING CORPORATION, as Seller, AUTOMOTIVE FINANCE CORPORATION, as Servicer, FAIRWAY FINANCE COMPANY, LLC, MONTEREY FUNDING LLC and such other entities from...Receivables Purchase Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
ASSET HOLDINGS III, L.P. First Amended and Restated Agreement of Limited Partnership Dated as of March 31, 2000 Organized Under the Ohio Revised Uniform Limited Partnership ActAdesa California, LLC • January 25th, 2008 • Wholesale-motor vehicles & motor vehicle parts & supplies • Ohio
This First Amended and Restated Agreement of Limited Partnership (the “Agreement”) dated as of March 31, 2000, evidences the mutual agreement of the parties hereinafter named (collectively, the “Partners”) in consideration of their contributions and promises each to the others, for the purpose of amending and restating in its entirety the Limited Partnership Agreement of Asset Holdings III, L.P. (the “Partnership”) dated as of November 18, 1994, and all amendments and supplements thereto, entered into in connection with the formation of this limited partnership pursuant to the Ohio Revised Uniform Limited Partnership Act, Chapter 1782 of the Ohio Revised Code, as the same may be amended from time to time (the “Act”).
AGREEMENT AND PLAN OF MERGER by and among KAR HOLDINGS II, LLC (“Buyer”) KAR HOLDINGS, INC., a wholly owned subsidiary of Buyer (“Holdings”) KAR ACQUISITION, INC., a wholly owned subsidiary of Holdings (“Merger Sub”) and ADESA, INC. Dated as of...Agreement and Plan of Merger • January 25th, 2008 • Adesa California, LLC • 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”).
LEASE AGREEMENT BETWEEN DEVELOPMENT AUTHORITY OF FULTON COUNTY AND ADESA ATLANTA, LLC DATED AS OF DECEMBER 1, 2002Lease Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • Georgia
THIS LEASE AGREEMENT made and entered into as of December 1, 2002 (this “Lease”) by and between DEVELOPMENT AUTHORITY OF FULTON COUNTY (herein called the “Issuer”), a public body corporate and politic duly organized and existing under the laws of the State of Georgia, as Lessor, and ADESA ATLANTA, LLC (herein called the “Lessee”), a limited liability corporation duly organized and existing under the laws of the State of New Jersey, as Lessee.
KAR HOLDINGS, INC. FORM OF CONVERSION AGREEMENTForm of Conversion Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This Conversion Agreement (this ”Agreement”) is made and entered into as of this day of , , between KAR Holdings, Inc., a Delaware corporation (“Buyer Parent”), and (the “Shareholder”).
ContractSupplemental Indenture • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
SUPPLEMENTAL INDENTURE, dated as of December 26, 2007 (this “Supplemental Indenture”), among ADESA Dealer Services, LLC, ADESA Pennsylvania, LLC, Automotive Finance Consumer Division, LLC, Dent Demon, LLC, Sioux Falls Auto Auction, Inc., Tri-State Auction Co., Inc. and Zabel & Associates, Inc. (the “Subsidiary Guarantors”), KAR Holdings, Inc. a Delaware corporation (the “Company,” which term includes its successors and assigns), each other then existing Guarantor under the Indenture referred to below (the “Existing Guarantors” and, together with the Subsidiary Guarantors, the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”) under the Indenture referred to below.
ContractSupplemental Indenture • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of January 22, 2008 (this “Supplemental Indenture”), among Axle Holdings, Inc. (the “Subsidiary Guarantor”), KAR Holdings, Inc. a Delaware corporation (the “Company,” which term includes its successors and assigns), each other then existing Guarantor under the Indenture referred to below (the “Existing Guarantors” and, together with the Subsidiary Guarantor, the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”) under the Indenture referred to below.
AMENDED AND RESTATED OPERATING AGREEMENT FOR AFC CAL, LLCOperating Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • California
Capitalized terms used in this Agreement have the meanings specified in this Article or elsewhere in this Agreement and when not so defined shall have the meanings set forth in California Corporations Code §17001.
KAR Holdings, Inc. c/o Kelso & Company, L.P.Adesa California, LLC • January 25th, 2008 • Wholesale-motor vehicles & motor vehicle parts & supplies
KAR Holdings, Inc. (the “Company”) hereby agrees to retain you, PCap, LP (“PCap”), and any of your affiliates or designees (collectively, with PCap, the “Parthenon Capital Group”), to provide consulting and advisory services to the Company commencing on the Closing Date (as defined in the Agreement and Plan of Merger by and among ADESA, Inc. (“ADESA”), the Company, KAR Holdings II, LLC and KAR Acquisition, Inc., dated as of December 22, 2006 (the “Merger Agreement”)) for a term ending on the date on which PCap and its affiliates (including Axle Holdings II, LLC and PCap KAR LLC) cease to own, directly or indirectly, any equity interests of the Company. Such services may include (i) assisting in the raising of additional debt and equity capital from time to time for the Company or any of its Subsidiaries, if deemed advisable by the Board of Directors of the Company, (ii) assisting the Company and its Subsidiaries in their long-term strategic planning generally, (iii) providing the Compa
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT Dated as of May 31, 2002 between AFC FUNDING CORPORATION and AUTOMOTIVE FINANCE CORPORATIONPurchase and Sale Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
THIS AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (as amended, supplemented or modified from time to time, this “Agreement”), dated as of May 31, 2002, is between AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the “Originator”), as seller, and AFC FUNDING CORPORATION, an Indiana corporation (the “Company”), as purchaser.
AMENDMENT NO. 3 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of April 20, 2007, is entered into between AFC FUNDING CORPORATION, an Indiana corporation (the “Company”) and AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the “Originator”).
ContractSupplemental Indenture • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
SUPPLEMENTAL INDENTURE, dated as of December 26, 2007 (this “Supplemental Indenture”), among ADESA Dealer Services, LLC, ADESA Pennsylvania, LLC, Automotive Finance Consumer Division, LLC, Dent Demon, LLC, Sioux Falls Auto Auction, Inc., Tri-State Auction Co., Inc. and Zabel & Associates, Inc. (the “Subsidiary Guarantors”), KAR Holdings, Inc. a Delaware corporation (the “Company,” which term includes its successors and assigns), each other then existing Guarantor under the Indenture referred to below (the “Existing Guarantors” and, together with the Subsidiary Guarantors, the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”) under the Indenture referred to below.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of April 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Intellectual Property Security Agreement”), is made by each of the signatories hereto (collectively, the “Grantors”) in favor of Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
AMENDED AND RESTATED OPERATING AGREEMENT FOR ADESA-SOUTH FLORIDA, LLC Effective as of June 12, 2007Operating Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
THIS OPERATING AGREEMENT (this “Agreement”) is made and entered into as of this 12th day of June, 2007 (the “Effective Date”), by and between ADESA-South Florida, LLC, an Indiana limited liability company (the “Company”), and ADESA Florida, LLC (the “Member”), as the sole initial member of the Company. The Company was organized as a limited liability company under the Indiana Business Flexibility Act, as amended, Ind. Code § 23-18-1-1 et seq. (the “Act”). Certain defined terms used in this Agreement are set forth in Schedule I (Schedule of Definitions) attached hereto and made a part hereof. In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, and intending to be legally bound hereby, the undersigned parties hereby agree as follows:
KAR HOLDINGS, INC. FORM NONQUALIFIED STOCK OPTION AGREEMENTForm Nonqualified Stock Option Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
NON-QUALIFIED STOCK OPTION AGREEMENT, dated as of , between KAR Holdings, Inc., a Delaware corporation (the “Company”), and (the “Employee”), pursuant to the KAR Holdings, Inc. Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
AMENDMENT NO. 2 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of January 18, 2007, is entered into between AFC FUNDING CORPORATION, an Indiana corporation (the “Company”) and AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the “Originator”).
SHAREHOLDERS AGREEMENT KAR HOLDINGS, INC. Dated as of April 20, 2007Shareholders Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
THIS SHAREHOLDERS AGREEMENT (this “Agreement”), is made and entered into as of April 20, 2007, by and among KAR Holdings, Inc., a Delaware corporation (the “Company”), KAR Holdings II, LLC, a Delaware limited liability company (the “LLC”), and those employees of the Company or its Subsidiaries who are listed on Schedule 1 hereto (together with any persons who become parties to this Agreement pursuant to Section 10.1 and each of their respective permitted transferees, collectively, the “Management Shareholders”). The Management Shareholders, together with the any Person that becomes a party to this Agreement after the date hereof pursuant to Section 24 (any such person, an “Outside Investor” and collectively, the “Outside Investors”) and any of their respective permitted transferees, are hereinafter referred to as the “Other Shareholders” and the Other Shareholders, together with the LLC, are hereinafter referred to as the “Shareholders.” Capitalized terms used herein without definition
AMENDMENT NO. 1 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 25th, 2008 • Adesa California, LLC • 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”).
FORM AMENDMENT TO KAR HOLDINGS, INC. CONVERSION STOCK OPTION AGREEMENTConversion Stock Option Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies
THIS AMENDMENT TO KAR HOLDINGS, INC. CONVERSION STOCK OPTION AGREEMENT (the “Amendment”), dated as of , , between KAR Holdings, Inc., a Delaware corporation (“Holdings”), and (the “Employee”).
ContractAssumption Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
ASSUMPTION AGREEMENT, dated as of December 26, 2007, made by ADESA Dealer Services, LLC, an Indiana limited liability company, Automotive Finance Consumer Division, LLC, an Indiana limited liability company, ADESA Pennsylvania, LLC, a Pennsylvania limited liability company, Dent Demon, LLC, an Indiana limited liability company, Zabel & Associates, Inc., a North Dakota corporation, Sioux Falls Auto Auction, Inc., a South Dakota corporation, and Tri-State Auction Co., Inc., a North Dakota corporation (collectively, the “Additional Grantors”), in favor of Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made as of the 14th day of August 2007 by and between JOHN NORDIN (“Nordin”) and KAR HOLDINGS, INC., a Delaware corporation (“KAR”).
KAR Holdings, Inc. c/o Kelso & Company, L.P.Adesa California, LLC • January 25th, 2008 • Wholesale-motor vehicles & motor vehicle parts & supplies
KAR Holdings, Inc. (the “Company”) hereby agrees to retain you, Goldman, Sachs & Co. (“Goldman”), and any of your affiliates or designees (collectively, with Goldman, the “Goldman Group”), to provide consulting and advisory services to the Company commencing on the Closing Date (as defined in the Agreement and Plan of Merger by and among ADESA, Inc. (“ADESA”), the Company, KAR Holdings II, LLC and KAR Acquisition, Inc., dated as of December 22, 2006 (the “Merger Agreement”)) for a term ending on the date on which Goldman and its affiliates or any private equity funds managed by Goldman cease to own, directly or indirectly, any equity interests of the Company. Such services may include (i) assisting in the raising of additional debt and equity capital from time to time for the Company or any of its Subsidiaries, if deemed advisable by the Board of Directors of the Company, (ii) assisting the Company and its Subsidiaries in their long-term strategic planning generally, (iii) providing th
BOND PURCHASE AGREEMENT DEVELOPMENT AUTHORITY OF FULTON COUNTY Taxable Economic Development Revenue Bonds (ADESA Atlanta, LLC Project) Series 2002Bond Purchase Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • Georgia
OPERATING AGREEMENT FOR ADESA CALIFORNIA, LLCOperating Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • California
Capitalized terms used in this Agreement have the meanings specified in this Article or elsewhere in this Agreement and when not so defined shall have the meanings set forth in California Corporations Code §17001.
OPERATING AGREEMENT FOR ADESA IMPACT TEXAS, LLC Effective as of July 13, 2006Operating Agreement • January 25th, 2008 • Adesa California, LLC • Wholesale-motor vehicles & motor vehicle parts & supplies • Texas
THIS OPERATING AGREEMENT (this “Agreement”) is made and entered into as of this 13th day of July, 2006 (the “Effective Date”), by and between ADESA Impact Texas, LLC, a Texas limited liability company (the “Company”), and Automotive Recovery Services, Inc., (the “Member”), as the sole initial member of the Company. The Company was organized as a limited liability company under the Texas Business Organizations Code (the “Texas Code”). Certain defined terms used in this Agreement are set forth in Schedule I (Schedule of Definitions) attached hereto and made a part hereof. In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, and intending to be legally bound hereby, the undersigned parties hereby agree as follows:
