0001193125-09-050896 Sample Contracts

INSURANCE AUTO AUCTIONS, INC. AMENDMENT TO THOMAS C. O’BRIEN AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2009 • KAR Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies

THIS AMENDMENT (“Amendment”) entered into this 1st day of December, 2008 (the “Effective Date”), by and between Insurance Auto Auctions, Inc., an Illinois corporation (the “Company”) and Thomas C. O’Brien (“O’Brien”).

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FORM OF AMENDMENT TO CONVERSION STOCK OPTION AGREEMENTS
Conversion Stock Option Agreement • March 11th, 2009 • KAR Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • March 11th, 2009 • KAR Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana

THIS AMENDMENT NO. 3 to THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of January 30, 2009, 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”), DEUTSCHE BANK AG, NEW YORK BRANCH, as Purchaser Agent for MONTEREY FUNDING 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”).

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