0001395942-14-000039 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 19th, 2014 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Indiana

This Employment Agreement (this “Agreement”), dated and effective December 17, 2013 (“Effective Date”), is entered into by and between KAR Auction Services, Inc. (“Employer”) and Rebecca Polak (“Employee”).

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AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • February 19th, 2014 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Indiana

THIS AMENDMENT NO. 1 to FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of November 21, 2013, 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”), SARATOGA FUNDING CORP., LLC (a “Purchaser”), DEUTSCHE BANK AG, NEW YORK BRANCH, as a Purchaser and as Purchaser Agent for itself and for SARATOGA FUNDING CORP., LLC (a “Purchaser Agent”), BMO HARRIS BANK, N.A., as Purchaser and as Purchaser Agent for itself (a “Purchaser Agent”) FIFTH THIRD BANK, as Purchaser and as Purchaser Agent for itself (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”).

Contract
Amending Agreement • February 19th, 2014 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Ontario

Portions of this Exhibit 10.19b have been omitted based upon a request for confidential treatment. This Exhibit 10.19b, including the non-public information, has been filed separately with the Securities and Exchange Commission. “[*]” designates portions of this document that have been redacted pursuant to the request for confidential treatment filed with the Securities and Exchange Commission.

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