RECEIVABLES PURCHASE AGREEMENT BETWEEN AUTOMOTIVE FINANCE CANADA INC. - and - KAR AUCTION SERVICES, INC. - and - PRECISION TRUST Dated as of February 8, 2010 BENNETT JONES LLPReceivables Purchase Agreement • February 25th, 2010 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Ontario
WHEREAS the Seller desires to sell to the Trust, and the Trust desires to purchase from the Seller, from time to time on the terms and conditions set forth below, an undivided co-ownership interest in the Seller’s present and future Receivables and the Related Security related thereto, on a fully serviced basis;
KAR Holdings II, LLC c/o Kelso & Company, L.P. New York, NY 10022Shareholders Agreement • February 25th, 2010 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • New York
Reference is hereby made to (i) the Shareholders Agreement (the “Shareholders Agreement”), dated as of April 20, 2007, by and among KAR Auction Services, Inc. (formerly known as KAR Holdings, Inc., the “Company”), KAR Holdings II, LLC (“KAR LLC”), and the Management Shareholders listed on Schedule A hereto (the “Management Shareholders”) and (ii) the termination letter (the “Termination Letter”), dated December 10, 2009, by and among the Company, KAR LLC and the Management Shareholders, pursuant to which the parties thereto agreed to terminate the Shareholders Agreement in its entirety, effective upon consummation of the initial public offering of shares of the Company’s common stock. Capitalized terms used in this letter agreement (this “Letter Agreement”) that are not otherwise defined herein shall have the respective meaning ascribed to such term on Schedule B attached hereto.
