KAR AUCTION SERVICES, INC. Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • November 12th, 2013 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • New York
KAR Holdings II, LLC, a Delaware limited liability company (the “Selling Stockholder”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 23,896,583 shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Stock”), of KAR Auction Services, Inc., a Delaware corporation (the “Company”), and, at the election of the Underwriters, up to 3,584,487 additional shares (the “Optional Shares”) of Stock. The Firm Shares and the Optional Shares are herein collectively called the “Shares.”
SECOND AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AXLE Holdings II, LLCLimited Liability Company Agreement • November 12th, 2013 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations
This Second Amendment to the Amended and Restated Limited Liability Company Agreement of Axle Holdings II, LLC (this “Amendment”), effective as of November 5, 2013, amends the Amended and Restated Limited Liability Company Agreement of Axle Holdings II, LLC, dated May 25, 2005, as amended by the First Amendment thereto dated as of April 20, 2007 (as the same may be amended from time to time, the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Agreement.
FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KAR Holdings II, LLCLimited Liability Company Agreement • November 12th, 2013 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations
This Fourth Amendment to the Second Amended and Restated Limited Liability Company Agreement of KAR Holdings II, LLC (this “Amendment”), effective as of November 5, 2013, amends the Second Amended and Restated Limited Liability Company Agreement of KAR Holdings II, LLC (the “Company”), dated April 20, 2007, as amended by the First Amendment thereto, dated December 10, 2009, the Second Amendment thereto, dated as of December 15, 2009 and the Third Amendment thereto, dated February 27, 2012 (as the same may be amended from time to time, the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Agreement.
