ASSET PURCHASE AGREEMENT BY AND AMONG ADESA, INC., a Delaware corporation, BRASHER’S RENO AUTO AUCTION, L.L.C., a Utah limited liability company, BIAA, L.L.C., a Utah limited liability company, BRASHER’S AUTO AUCTIONS, a Utah corporation, WEST COAST...Asset Purchase Agreement • February 18th, 2016 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • New York
This Asset Purchase Agreement (this “Agreement”) dated as of February 17, 2016, by and among (a) ADESA, Inc. a Delaware corporation (the “Buyer”), (b) Brasher’s Reno Auto Auction, L.L.C., a Utah limited liability company (“Brasher’s Reno”), BIAA, L.L.C., a Utah limited liability company (“BIAA” and together with Brasher’s Reno, collectively, the “Sellers”), (c) Brasher’s Auto Auctions, a Utah corporation and member of each of Brasher’s Reno and BIAA (“Brasher’s”), (d) West Coast Auto Auctions, Inc., a California corporation and member of each of Brasher’s Reno and BIAA (“West Coast”), (e) the Principals as listed on Exhibit A attached hereto (collectively the “Principals”), (f) the shareholders of Brasher’s as listed on Exhibit B attached hereto (collectively, the “Brasher’s Shareholders”), and the shareholders of West Coast as listed on Exhibit C attached hereto (collectively, the “West Coast Shareholders” and together with the Brasher’s Shareholders, collectively, the “Shareholders”,
INCREMENTAL REVOLVING FACILITY AGREEMENT NO. 1 Dated as of February 17, 2016Incremental Revolving Facility Agreement • February 18th, 2016 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • New York
This INCREMENTAL REVOLVING FACILITY AGREEMENT NO. 1 (this “Agreement”) is entered into by and among each undersigned existing Lender and each undersigned Additional Lender, in each case with Incremental Revolving Commitments as contemplated herein (each, an “Incremental Revolving Loan Lender” and together, the “Incremental Revolving Loan Lenders”), KAR AUCTION SERVICES, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, JPMORGAN CHASE BANK, N.A. (the “Administrative Agent”) and each of the other parties signatory hereto.
