KAR AUCTION SERVICES, INC. Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • November 30th, 2009 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • New York
KAR Auction Services, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [·] shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Stock”), of the Company and, at the election of the Underwriters, up to [·] additional shares (the “Optional Shares”) of Stock. The Firm Shares and the Optional Shares are herein collectively called the “Shares.”
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • November 30th, 2009 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Delaware
DIRECTOR DESIGNATION AGREEMENT, dated as of , 2009 (this “Agreement”), by and among KAR Auction Services, Inc. (formerly known as KAR Holdings, Inc.), a Delaware corporation (the “Company”) and KAR Holdings II, LLC, a Delaware limited liability company (“KAR LLC”).
