AutoTrader Group, Inc. Sample Contracts

AutoTrader Group, Inc. – CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AUTOTRADER GROUP, INC. (November 13th, 2012)

FIRST: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on May 29, 2012 under the name “AutoTrader Group, Inc.”

AutoTrader Group, Inc. – SECOND AMENDED AND RESTATED BYLAWS OF AUTOTRADER GROUP, INC. (November 13th, 2012)
AutoTrader Group, Inc. – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (August 27th, 2012)

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 20th, 1999, by and among AUTOCONNECT, L.L.C., a Delaware limited liability company to be renamed as “AutoTrader.com, LLC” (referred to herein, together with any Successor thereto, as the “Company”), the undersigned members of the Company (the “Members”), and those other persons and entities who have executed or shall have executed this Agreement and whose names appear on the Schedule of Registration Rights Holders attached hereto as Exhibit A, as such Schedule may be amended from time to time pursuant to Section 11.2 hereof.

AutoTrader Group, Inc. – REGISTRATION RIGHTS AGREEMENT By and Among AUTOTRADER GROUP, INC., MANHEIM ATC, INC., PROVIDENCE EQUITY PARTNERS VI, L.P. PROVIDENCE EQUITY PARTNERS VI-A, L.P., and THE OTHER STOCKHOLDERS PARTY HERETO [DATE] (August 27th, 2012)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into effective as of [            ], by and among AutoTrader Group, Inc., a Delaware corporation (the “Company”), Manheim ATC, Inc., a Delaware corporation (“Manheim”), Providence Equity Partners VI, L.P. and Providence Equity Partners VI-A, L.P., each a Delaware limited partnership (collectively, “Providence”), and the other Stockholders (as defined herein) that have signed a counterpart to this Agreement (each, an “Other Party Stockholder” and, collectively, the “Other Party Stockholders”). Each of Manheim, Providence, the Other Party Stockholders and any other Person who is or becomes a Stockholder and who signs a Joinder in accordance with the terms of this Agreement is individually referred to herein as a “Specified Stockholder” and, collectively, as the “Specified Stockholders”.

AutoTrader Group, Inc. – 3003 SUMMIT LEASE AGREEMENT BY AND BETWEEN PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, AS LANDLORD AND AUTOTRADER.COM, INC., AS TENANT (July 31st, 2012)

THIS LEASE AGREEMENT is made and entered into on this 11th day of January, 2010 (the “Effective Date”), by and between PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, a Georgia limited partnership (hereinafter called “Landlord”), and AUTOTRADER.COM, INC., a Delaware corporation, whose address for purposes hereof is set forth in Section 9.01 below (hereinafter called “Tenant”).

AutoTrader Group, Inc. – THIRD AMENDMENT TO LEASE AGREEMENT (July 31st, 2012)

THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of the 30 day of September, 2011 (the “Effective Date”), by and between PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, a Georgia limited partnership (“Landlord”), and AUTOTRADER.COM, INC., a Delaware corporation (“Tenant”).

AutoTrader Group, Inc. – EMPLOYMENT AND NON-COMPETITION AGREEMENT (DALE POLLAK) (July 31st, 2012)

AGREEMENT made and entered into by and between AutoTrader.com, Inc. (“AutoTrader”), a Delaware corporation, and Dale Pollak (the “Executive”), effective as of the Closing Date (as defined in the Purchase Agreement which term is hereinafter defined).

AutoTrader Group, Inc. – AGREEMENT AND CONSENT (July 31st, 2012)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into effective as of [            ], by and among AutoTrader Group, Inc., a Delaware corporation (the “Company”), Manheim ATC, Inc., a Delaware corporation (“Manheim”), Providence Equity Partners VI, L.P. and Providence Equity Partners VI-A, L.P., each a Delaware limited partnership (collectively, “Providence”), and the other Stockholders (as defined herein) that have signed a counterpart to this Agreement (each, an “Other Party Stockholder” and, collectively, the “Other Party Stockholders”). Each of Manheim, Providence, the Other Party Stockholders and any other Person who is or becomes a Stockholder and who signs a Joinder in accordance with the terms of this Agreement is individually referred to herein as a “Specified Stockholder” and, collectively, as the “Specified Stockholders”.

AutoTrader Group, Inc. – FIRST AMENDMENT TO LEASE (July 31st, 2012)

This First Amendment to Lease (the “Amendment”) dated February 21, 2007 (the “Effective Date”), is by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, formerly The Irvine Company, a Delaware corporation (“Landlord”), and KELLEY BLUE BOOK CO., INC., a California corporation (“Tenant”).

AutoTrader Group, Inc. – SECOND AMENDMENT TO LEASE (July 31st, 2012)

This Second Amendment to Lease (the “Amendment”) dated January 21, 2008, is by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, formerly The Irvine Company, a Delaware corporation (“Landlord”), and KELLEY BLUE BOOK CO., INC., a California corporation (“Tenant”).

AutoTrader Group, Inc. – FIRST AMENDMENT TO LEASE AGREEMENT (July 31st, 2012)

THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made this 30 day of June, 2010 (the “Effective Date”) by and between PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, a Georgia limited partnership (“Landlord”), and AUTOTRADER.COM, INC., a Delaware corporation (“Tenant”).

AutoTrader Group, Inc. – AMENDMENT TO AMENDED AND RESTATED CASH MANAGEMENT AGREEMENT (July 31st, 2012)

This Amendment to Amended and Restated Cash Management Agreement (this “Amendment”), effective as of this 14th day of June, 2012 (the “Effective Date”), by and between Cox Enterprises, Inc., a Delaware corporation (“CEI”), and AutoTrader.com, Inc., a Delaware corporation (the “Company”), hereby amends that Amended and Restated Cash Management Agreement dated as of December 15, 2010, by and between CEI and Company (the “Agreement”).

AutoTrader Group, Inc. – SETTLEMENT AGREEMENT (July 31st, 2012)
AutoTrader Group, Inc. – LEASE (Single Tenant; Net) (July 31st, 2012)

THIS LEASE is made as of the 29th day of September, 2004, by and between THE IRVINE COMPANY, a Delaware corporation hereafter called “Landlord,” and KELLEY BLUE BOOK CO., INC., a California corporation, hereinafter called “Tenant.”

AutoTrader Group, Inc. – STOCK PURCHASE AGREEMENT By and Among AUTOTRADER.COM, INC., PROVIDENCE EQUITY PARTNERS VI, L.P., PROVIDENCE EQUITY PARTNERS VI-A, L.P, COX AUTO TRADER, L.L.C., KPCB HOLDINGS, INC. and THE OTHER SELLERS NAMED HEREIN May 5, 2010 (July 31st, 2012)

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 5, 2010 by and among AutoTrader.com, Inc., a Delaware corporation (the “Company”), Providence Equity Partners VI, L.P. and Providence Equity Partners VI-A, L.P., each a Delaware limited partnership (each, a “Buyer” and collectively, “Buyer”), Cox Auto Trader, L.L.C., a Delaware limited liability company (“CAT”), KPCB Holdings, Inc., a California corporation (“KPCB”), and the other stockholders of the Company identified on Exhibit A, as Exhibit A may be amended from time to time pursuant to Section 2.1 (such other stockholders, together with CAT and KPCB, the “Sellers”), and CAT (in its capacity as agent and attorney-in-fact of each Seller other than KPCB as set forth in Article X, the “Seller Representative”).

AutoTrader Group, Inc. – SECOND AMENDMENT TO LEASE AGREEMENT (July 31st, 2012)

THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of the 3rd day of January, 2011 (the “Effective Date”) by and between PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, a Georgia limited partnership (“Landlord”), and AUTOTRADER.COM, INC., a Delaware corporation (“Tenant”).

AutoTrader Group, Inc. – FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF AUTOTRADER.COM, INC. (July 31st, 2012)

This First Amendment to Amended and Restated Stockholders Agreement of AutoTrader.com, Inc. (this “First Amendment”) is entered into effective as of this 14th day of October, 2010, by and among AutoTrader.com, Inc., a Delaware corporation (the “Company”), Manheim ATC, Inc., a Delaware corporation (“Manheim”), and Providence Equity Partners VI, L.P., a Delaware limited partnership (“Providence VI”).

AutoTrader Group, Inc. – AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF AUTOTRADER.COM, INC. By and Among AUTOTRADER.COM, INC., MANHEIM ATC, INC., COX AUTO TRADER, L.L.C., PROVIDENCE EQUITY PARTNERS VI, L.P., PEP VI-A AUTO TRADER AIV L.P. KPCB HOLDINGS, INC. and THE OTHER STOCKHOLDERS NAMED HEREIN June 15, 2010 (July 31st, 2012)

THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT is made and entered into effective as of June 15, 2010, by and among AutoTrader.com, Inc., a Delaware corporation (the “Company”), Manheim ATC, Inc., a Delaware corporation (“Manheim”), Cox Auto Trader, L.L.C., a Delaware limited liability company (“CAT”), Providence Equity Partners VI, L.P. and PEP VI-A Auto Trader AIV L.P., each a Delaware limited partnership (collectively, “Providence”), KPCB Holdings, Inc., a California corporation, as nominee (“KPCB”), and the other Class A Stockholders (as defined herein) that have signed a counterpart to this Agreement with the effect set forth in Section 8.13 or are party to the Prior Stockholders Agreement (as defined below). Each of Manheim, CAT, Providence, KPCB and such other stockholders, together with the Stockholders (as defined for purposes of the Prior Stockholders Agreement) and any other Person who is or becomes a Class A Stockholder and who signs a counterpart to this Agreement in acc

AutoTrader Group, Inc. – RELATED PARTY AGREEMENT (July 31st, 2012)

THIS RELATED PARTY AGREEMENT effective as of June 14, 2012 (the “Effective Date”), is entered into by and among AutoTrader Group, Inc., a Delaware corporation (“ATG”), Cox Enterprises, Inc., a Delaware corporation (“CEI”), Cox Digital Exchange, LLC, a Delaware limited liability company (“CDX”), and Manheim, Inc., a Delaware corporation (“Manheim, Inc.,” individually and together with CEI and CDX (as the context requires), “Manheim”). Certain capitalized terms used in this Agreement are defined in Article I.

AutoTrader Group, Inc. – SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF AUTOTRADER.COM, INC. (July 31st, 2012)

This Second Amendment to Amended and Restated Stockholders Agreement of AutoTrader.com, Inc. (this “Second Amendment”) is entered into effective as of this 14th day of June, 2012 (the “Effective Date”), by and among AutoTrader.com, Inc., a Delaware corporation (the “Company”), AutoTrader Group, Inc., a Delaware corporation (“ATG”), Manheim ATC, Inc., a Delaware corporation (“Manheim”), and Providence Equity Partners VI, L.P., a Delaware limited partnership (“Providence”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Stockholders Agreement (as defined below).

AutoTrader Group, Inc. – AMENDMENT NO. 2 TO CREDIT AND GUARANTEE AGREEMENT (June 15th, 2012)

AMENDMENT NO. 2 TO CREDIT AND GUARANTEE AGREEMENT, dated as of April 30, 2012 (this “Amendment”), among AUTOTRADER.COM, INC., a Delaware corporation (the “Borrower”), WELLS FARGO SECURITIES, LLC, GOLDMAN SACHS BANK USA, SUNTRUST ROBINSON HUMPHREY, INC., FIFTH THIRD BANK and J.P. MORGAN SECURITIES LLC, as joint lead arrangers and joint bookrunners for purposes of this Amendment (the “Lead Arrangers”), the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) and as a Tranche A-2 Term Loan Lender (as defined below) and Incremental Revolving Lender (as defined below).

AutoTrader Group, Inc. – INTERCOMPANY SERVICES AGREEMENT (June 15th, 2012)

THIS INTERCOMPANY SERVICES AGREEMENT (the “Agreement”) is entered into as of the 4th day of May, 2010 (the “Effective Date”), by and between Cox Enterprises, Inc., a Delaware corporation (“CEI”), and AutoTrader.com, Inc., a Delaware corporation (“ATC”).

AutoTrader Group, Inc. – RESTRICTIVE COVENANT AND CONFIDENTIALITY AGREEMENT (June 15th, 2012)

This RESTRICTIVE COVENANT AND CONFIDENTIALITY AGREEMENT (“Agreement”) is entered into this 27th day of August, 2010, by and between AutoTrader.com, Inc. (“Company”) and Jared Rowe (“Employee”).

AutoTrader Group, Inc. – COX EXECUTIVE SUPPLEMENTAL PLAN AS AMENDED AND RESTATED JANUARY 1, 2011 (June 15th, 2012)

Cox Enterprises, Inc. (the “Plan Sponsor”) hereby amends and restates the Cox Executive Supplemental Plan as first adopted effective January 1, 1987. The effective date of this amended and restated CESP shall be January 1, 2011. The benefits payable under the CESP shall be effective only as to those Participants whose employment last terminated on or after January 1, 2011. The rights and benefits, if any, of a Participant whose employment last terminated before January 1, 2011 shall be determined in accordance with the provisions of the plan in effect on the last date he or she actively participated (e.g., the date employment last terminated). The primary purpose of the CESP is to provide supplemental pension benefits for a select group of management employees.

AutoTrader Group, Inc. – AUTOTRADER GROUP, INC. RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS PREAMBLE (June 15th, 2012)

AutoTrader Group, Inc., a Delaware corporation (the “Corporation”) hereby establishes the AutoTrader Group, Inc. Restricted Stock Plan for Non-Employee Directors (the “Plan”) effective as of the Effective Date (as defined herein).

AutoTrader Group, Inc. – CREDIT AND GUARANTEE AGREEMENT dated as of December 15, 2010, among AUTOTRADER.COM, INC., CERTAIN OF ITS SUBSIDIARIES, as Guarantors, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, Goldman Sachs Bank USA and SunTrust Bank, as Co- Syndication Agents, and JPMorgan Chase Bank, N.A. and UBS Securities LLC, as Co-Documentation Agents, and WELLS FARGO SECURITIES, LLC and Goldman Sachs Bank USA, SunTrust Robinson Humphrey, Inc., Fifth Third Bank, J.P. Morgan Securities LLC and UBS Securities LLC as Joint Arrangers and Joint Bookrunners $ (June 15th, 2012)

CREDIT AND GUARANTEE AGREEMENT dated as of December 15, 2010, among AUTOTRADER.COM, INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER party hereto, as Guarantor Subsidiaries, the LENDERS party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo Bank”), as Administrative Agent and as Collateral Agent, GOLDMAN SACHS BANK USA and SUNTRUST BANK, as Co-Syndication Agents (in such capacity, the “Syndication Agents”), and WELLS FARGO SECURITIES, LLC (“Wells Fargo Securities”), GOLDMAN SACHS BANK USA, SUNTRUST ROBINSON HUMPHREY, INC., FIFTH THIRD BANK, J.P. MORGAN SECURITIES LLC and UBS SECURITIES LLC, as Arrangers.

AutoTrader Group, Inc. – AMENDED AND RESTATED REVOLVING PROMISSORY NOTE OF AUTOTRADER.COM, INC. ISSUED TO COX ENTERPRISES, INC. (June 15th, 2012)

This Amended and Restated Revolving Promissory Note is an amendment and restatement of the Revolving Promissory Note, dated May 4, 2010, of the Maker to the Payee (the “Original Note”) and not a replacement, substitution or repayment thereof. The indebtedness and liabilities of the Maker under the Original Note evidenced hereby remain in full force and effect as amended, renewed and extended hereby.

AutoTrader Group, Inc. – SUBLICENSE AGREEMENT (Cox Business) (June 15th, 2012)

THIS SUBLICENSE AGREEMENT (the “Agreement”), dated as of June 11, 2010, is entered into by and between ATC IP LICENSE HOLDINGS, LLC, a Delaware limited liability company (“Licensor”), and AUTOTRADER.COM, INC., a Delaware corporation (“Licensee”).

AutoTrader Group, Inc. – LICENSE AGREEMENT (Cox Business) (June 15th, 2012)

THIS LICENSE AGREEMENT (the “Agreement”), dated as of September 10, 2006, is entered into by and between TPI HOLDINGS, INC., a Delaware corporation (“Licensor”), and COX AUTO TRADER, INC., a Delaware corporation (“Licensee”).

AutoTrader Group, Inc. – DIRECTOR NOMINATION AGREEMENT OF AUTOTRADER GROUP, INC. By and Between AUTOTRADER GROUP, INC., PROVIDENCE EQUITY PARTNERS VI, L.P., and PEP VI-A AUTO TRADER AIV L.P. June 14, 2012 (June 15th, 2012)

THIS DIRECTOR NOMINATION AGREEMENT OF AUTOTRADER GROUP, INC. is made and entered into as of June 14, 2012 and is made effective as of the ATG IPO Effective Date (as defined below), by and between AutoTrader Group, Inc., a Delaware corporation (the “Company”), and Providence Equity Partners VI, L.P. and PEP VI-A Auto Trader AIV L.P., each a Delaware limited partnership (collectively, “Providence”).

AutoTrader Group, Inc. – EMPLOYMENT AND NON-COMPETITION AGREEMENT (KEITH A. JEZEK) (June 15th, 2012)

AGREEMENT made and entered into by and between AutoTrader.com. Inc. (“AutoTrader”), a Delaware corporation, and Keith A. Jezek (the “Executive”), effective as of the Closing Date (as defined in the Purchase Agreement which term is hereinafter defined).

AutoTrader Group, Inc. – AMENDED AND RESTATED CASH MANAGEMENT AGREEMENT WITH REVOLVING CREDIT FACILITY AutoTrader.com, Inc. / Cox Enterprises, Inc. (June 15th, 2012)

THIS AMENDED AND RESTATED CASH MANAGEMENT AGREEMENT (this “Agreement”) is effective as of the 15th day of December, 2010, by and between AutoTrader.com, Inc., a Delaware corporation with its principal place of business at 5775 Peachtree Dunwoody Road, Atlanta, GA 30342 (the “Company”), and Cox Enterprises, Inc., a Delaware corporation with its principal place of business at 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328 (“CEI”).

AutoTrader Group, Inc. – AMENDMENT TO INTERCOMPANY SERVICES AGREEMENT (June 15th, 2012)

This Amendment to Intercompany Services Agreement (this “Amendment”), effective as of this 14th day of June, 2012 (the “First Amendment Effective Date”), by and between Cox Enterprises, Inc., a Delaware corporation (“CEI”), and AutoTrader.com, Inc., a Delaware corporation (“ATC”), hereby amends that Intercompany Services Agreement dated as of May 4, 2010, by and between CEI and ATC (the “Agreement”).

AutoTrader Group, Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT (June 15th, 2012)

This Assignment and Assumption Agreement (this “Agreement”), dated as of August 31, 2009, is entered into by and between Cox Auto Trader, L.L.C., a Delaware limited liability company (“Assignor”), as successor-in-interest to Cox Auto Trader, Inc., a Delaware corporation, by virtue of the filing of a certificate of conversion with the Delaware Secretary of State, and AutoTrader.com, Inc., a Delaware corporation (“Assignee”).

AutoTrader Group, Inc. – AutoTrader.com 1999 Long-Term Incentive Plan (June 15th, 2012)