KAR Auction Services, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 17th, 2013 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 20 by and between KAR Auction Services, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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KAR AUCTION SERVICES, INC. Common Stock, Par Value $0.01 Per Share Underwriting Agreement
Underwriting 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.”

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KAR AUCTION SERVICES, INC. Common Stock, Par Value $0.01 Per Share Underwriting Agreement
Underwriting 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.”

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KAR AUCTION SERVICES, INC., as the Company, the GUARANTORS from time to time parties hereto AND U.S. Bank National Association, as Trustee 5.125% Senior Notes due 2025
Indenture • May 31st, 2017 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • New York

INDENTURE dated as of May 31, 2017 (as amended supplemented or otherwise modified from time to time, this “Indenture”), among KAR AUCTION SERVICES, INC., a corporation organized under the laws of the State of Delaware (the “Company”), the guarantors party hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

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AMENDMENT AND RESTATEMENT AGREEMENT
Credit Agreement • March 12th, 2014 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • New York

This JOINDER, dated as of [—], 2014 (this “Joinder”), by and among (the “Additional Term Lender”), KAR Auction Services, Inc., a Delaware corporation (the “Borrower”), and JPMorgan Chase Bank, N.A. (the “Administrative Agent”).

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EMPLOYMENT AGREEMENT
Employment Agreement • February 21st, 2024 • OPENLANE, Inc. • Retail-auto dealers & gasoline stations • Indiana

This Employment Agreement (this “Agreement”), dated and effective March 9, 2020 (the “Effective Date”), is entered into by and between KAR Auction Services, Inc. (“Employer”) and James E. Money (“Employee”).

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GUARANTY OF LEASE
Guaranty of Lease • November 13th, 2008 • KAR Holdings, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois

GUARANTY OF LEASE (this “Guaranty”) made as of October 3, 2008, by KAR Holdings, Inc., a Delaware corporation, with an address at 13085 Hamilton Crossing Boulevard, Suite 500, Carmel, Indiana 46032 (“Guarantor”), to First Industrial, L.P., a Delaware limited partnership, having an office at 311 South Wacker Drive, Suite 4000, Chicago, Illinois 60606 (“Landlord”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 30th, 2020 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Delaware

REGISTRATION RIGHTS AGREEMENT, dated as of June 29, 2020 (the “Agreement”), by and among KAR Auction Services, Inc., a Delaware corporation (the “Company”), and Periphas Kanga Holdings, LP, a Delaware limited partnership (together with its successors and assigns, the “Investor”). The Investor and any other party that may become a party hereto pursuant to Section 9(c) are referred to collectively as the “Stockholders” and individually each as a “Stockholder”.

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EMPLOYMENT AGREEMENT
Employment Agreement • February 21st, 2019 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Indiana

This Employment Agreement (this “Agreement”), dated and effective January 25, 2018 (“Effective Date”), is entered into by and between KAR Auction Services, Inc. (“Employer”) and John C. Hammer (“Employee”).

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KAR Auction Services, Inc. AMENDED AND RESTATED 2009 OMNIBUS STOCK AND INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
Omnibus Stock and Incentive Plan • March 9th, 2023 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Delaware

THIS AGREEMENT (the “Agreement”) is made between KAR Auction Services, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Recipient”) pursuant to the KAR Auction Services, Inc. Amended and Restated 2009 Omnibus Stock and Incentive Plan (as may be amended from time to time, the “Plan”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Plan. The parties hereto agree as follows:

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INVESTMENT AGREEMENT by and among KAR AUCTION SERVICES, INC., and PERIPHAS CAPITAL GP, LLC Dated as of May 26, 2020
Investment Agreement • May 27th, 2020 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Delaware

INVESTMENT AGREEMENT, dated as of May 26, 2020 (this “Agreement”), by and among KAR Auction Services, Inc., a Delaware corporation (the “Company”) and Periphas Capital GP, LLC, a Delaware limited liability company (the “Investor”).

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KAR Auction Services, Inc. RESTRICTED STOCK UNIT AGREEMENT
Omnibus Stock and Incentive Plan • February 21st, 2019 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Delaware

THIS AGREEMENT (the “Agreement”) is made between KAR Auction Services, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Recipient”) pursuant to the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan, as amended (the “Plan”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Plan. The parties hereto agree as follows:

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SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN KAR AUCTION SERVICES, INC. AND IAA, INC. DATED AS OF JUNE 27, 2019
Separation and Distribution Agreement • June 28th, 2019 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 27, 2019 (this “Agreement”), is made and entered into by and between KAR Auction Services, Inc., a Delaware corporation (“KAR”), and IAA, Inc., a Delaware corporation and wholly owned subsidiary of KAR (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I.

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GUARANTEE AND COLLATERAL AGREEMENT made by KAR AUCTION SERVICES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of May 19, 2011
Guarantee and Collateral Agreement • August 9th, 2011 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • New York

This GUARANTEE AND COLLATERAL AGREEMENT, dated as of May 19, 2011, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”, and each individually, a “Grantor”), in favor of JPMorgan Chase Bank, N.A. (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”) for the banks, financial institutions and other entities (the “Lenders”) from time to time party as Lenders to the Credit Agreement and the other Secured Parties, dated as of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among KAR Auction Services, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement and the Administrative Agent.

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • June 28th, 2019 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Delaware

This TRANSITION SERVICES AGREEMENT, dated as of June 27, 2019 (this “Agreement”), is made and entered into by and between KAR Auction Services, Inc., a Delaware corporation (“KAR”), and IAA, Inc., a Delaware corporation and wholly owned subsidiary of KAR (“SpinCo”, and together with KAR, the “Parties”). For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Separation and Distribution Agreement.

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GROUND LEASE
KAR Holdings, Inc. • September 9th, 2008 • Wholesale-motor vehicles & motor vehicle parts & supplies
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TAX MATTERS AGREEMENT by and between KAR AUCTION SERVICES, INC. and IAA, INC. Dated as of June 27, 2019
Tax Matters Agreement • June 28th, 2019 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations

This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of June 27, 2019, between KAR Auction Services, Inc. (“KAR”), a Delaware corporation, and IAA, Inc. (“Spinco” and, together with KAR, the “Parties”), a Delaware corporation and a wholly owned subsidiary of KAR. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, between the Parties (the “Separation and Distribution Agreement”).

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EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • June 28th, 2019 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations

This EMPLOYEE MATTERS AGREEMENT, dated as of June 27, 2019 (this “Agreement”), is by and between KAR Auction Services, Inc., a Delaware corporation (“KAR”), and IAA, Inc., a Delaware corporation and wholly owned subsidiary of KAR (“SpinCo”).

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FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • February 24th, 2017 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Ontario

WHEREAS the Seller, the Performance Guarantor and the Trust entered into a third amended and restated receivables purchase agreement dated as of June 16, 2015 (the "Amended and Restated RPA") pursuant to which from time to time the Seller sold to the Trust and the Trust purchased from the Seller, an undivided co-ownership interest in the Seller's present and future Receivables and the Related Security related thereto on a fully serviced basis, all in accordance with the terms of the Amended and Restated RPA;

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EMPLOYMENT AGREEMENT
Employment Agreement • December 17th, 2013 • 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 Don Gottwald (“Employee”).

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Contract
Seventh Supplemental Indenture • February 24th, 2011 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • New York

SEVENTH SUPPLEMENTAL INDENTURE, dated as of July 27, 2010 (this “Supplemental Indenture”), among Insurance Auto Auctions Tennessee LLC, a Tennessee limited liability company (the “Subsidiary Guarantor”), KAR Auction Services, Inc. (formerly known as KAR Holdings, Inc.), a Delaware corporation (the “Company,” which term includes its successors and assigns), each other then existing Guarantor under the Indenture referred to below (the “Existing Guarantors” and, together with the Subsidiary Guarantor, the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”) under the Indenture referred to below.

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SEVENTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of December 20, 2016 among AFC FUNDING CORPORATION, as Seller, AUTOMOTIVE FINANCE CORPORATION, as Servicer, The entities from time to time parties hereto as Purchasers or Purchaser...
Receivables Purchase Agreement • February 24th, 2017 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Indiana

This SEVENTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, originally dated as of December 31, 1996, amended and restated as of May 31, 2002, as of June 15, 2004, as of April 20, 2007, as of April 26, 2011, as of June 21, 2013, as of June 16, 2015 and as of December 20, 2016 (as further amended, supplemented or otherwise modified from time to time, the “Agreement”) is entered into among AFC FUNDING CORPORATION, an Indiana corporation, as seller (the “Seller”), AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (“AFC”), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), the entities from time to time parties hereto as Purchasers or Purchaser Agents and BANK OF MONTREAL, a Canadian chartered bank, as agent for the Purchasers (in such capacity, together with its successors and assigns in such capacity, the “Agent”).

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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”,

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TENTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of September 28, 2022 among AFC FUNDING CORPORATION, as Seller, AUTOMOTIVE FINANCE CORPORATION, as Servicer, The entities from time to time parties hereto as Purchasers or Purchaser...
Receivables Purchase Agreement • November 2nd, 2022 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Indiana
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AMENDMENT NO. 2 TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • February 23rd, 2022 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Ontario

THIS AMENDMENT NO. 2 to FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of December 31, 2021, is entered into among AUTOMOTIVE FINANCE CANADA INC., a corporation incorporated under the laws of the Province of Ontario (the “Seller” and the initial “Servicer”), KAR AUCTION SERVICES, INC., a corporation incorporated under the laws of Delaware (the “Performance Guarantor”), and BNY TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada and licensed to carry on business as a trustee in each of the provinces of Canada, in its capacity as trustee of PRECISION TRUST, a trust established pursuant to the laws of the Province of Ontario (the “Trust”).

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CREDIT AGREEMENT
Credit Agreement • June 26th, 2023 • OPENLANE, Inc. • Retail-auto dealers & gasoline stations • New York

CREDIT AGREEMENT, dated as of June 23, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among OPENLANE, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party hereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”).

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DIRECTOR DESIGNATION AGREEMENT
Director Designation Agreement • February 24th, 2011 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Delaware

DIRECTOR DESIGNATION AGREEMENT, dated as of December 10, 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”).

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Contract
Eighth Supplemental Indenture • February 24th, 2011 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • New York

EIGHTH SUPPLEMENTAL INDENTURE, dated as of November 23, 2010 (this “Supplemental Indenture”), among ADESA Nevada, LLC, a Nevada limited liability company, Liberty Recovery, LLC, an Indiana limited liability company (together, the “Subsidiary Guarantors”), KAR Auction Services, Inc. (formerly known as KAR Holdings, Inc.), a Delaware corporation (the “Company,” which term includes its successors and assigns), each other then existing Guarantor under the Indenture referred to below (the “Existing Guarantors” and, together with the Subsidiary Guarantors, the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”) under the Indenture referred to below.

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DIRECTOR RESTRICTED SHARE AGREEMENT
Director Restricted Share Agreement • August 7th, 2019 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Delaware

This Agreement (this “Agreement”) is entered into as of ___________, by and between KAR Auction Services, Inc., a Delaware corporation (the “Company”), and ____________________ (the “Participant”), pursuant to the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.

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KAR AUCTION SERVICES, INC. FORM OF DIRECTOR RESTRICTED SHARE AGREEMENT
Restricted Share Agreement • August 4th, 2010 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Delaware

This Agreement (this “Agreement”) is entered into as of , by and between KAR Auction Services, Inc., a Delaware corporation (the “Company”), and (the “Participant”), pursuant to the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.

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KAR Auction Services, Inc. PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
Omnibus Stock and Incentive Plan • May 6th, 2015 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Delaware

THIS AGREEMENT (the “Agreement”) is made between KAR Auction Services, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Recipient”) pursuant to the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan, as amended (the “Plan”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Plan. The parties hereto agree as follows:

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SIXTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT BETWEEN AUTOMOTIVE FINANCE CANADA INC. - and - KAR AUCTION SERVICES, INC. - and - PRECISION TRUST Dated as of September 28, 2022 McCarthy Tétrault LLP
Receivables Purchase Agreement • November 2nd, 2022 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Ontario
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THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of April 20, 2007 among AFC FUNDING CORPORATION, as Seller, AUTOMOTIVE FINANCE CORPORATION, as Servicer, FAIRWAY FINANCE COMPANY, LLC, MONTEREY FUNDING LLC and such other entities from...
Receivables Purchase Agreement • May 8th, 2012 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Indiana

This THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, originally dated as of December 31, 1996, amended and restated as of May 31, 2002, as of June 15, 2004 and as of April 20, 2007 (as further amended, supplemented or otherwise modified from time to time, the “Agreement”) is entered into among AFC FUNDING CORPORATION, an Indiana corporation, as seller (the “Seller”), AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (“AFC”), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), FAIRWAY FINANCE COMPANY, LLC, a Delaware limited liability company (“Fairway”), and MONTEREY FUNDING LLC, a Delaware limited liability company (“Monterey”), as initial purchasers (together with their successors and permitted assigns and such other entities as may become party hereto from time to time as purchasers, the “Purchasers”), DEUTSCHE BANK AG, NEW YORK BRANCH, as Purchaser Agent for Monterey (in such capacity, together

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GROUND SUBLEASE
KAR Holdings, Inc. • November 13th, 2008 • Wholesale-motor vehicles & motor vehicle parts & supplies
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THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KAR Holdings II, LLC
KAR Auction Services, Inc. • February 28th, 2012 • Retail-auto dealers & gasoline stations

This Third Amendment to the Second Amended and Restated Limited Liability Company Agreement of KAR Holdings II, LLC (this “Amendment”), effective as of February 27, 2012, amends the Second Amended and Restated Limited Liability Company Agreement of KAR Holdings II, LLC, dated April 20, 2007, as amended by the First Amendment thereto, dated December 10, 2009 and the Second Amendment thereto, dated as of December 15, 2009 (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.

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