VOTING AGREEMENTVoting Agreement • February 23rd, 2005 • Insurance Auto Auctions, Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
1 EXHIBIT 10.153 THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (the "Amendment"), dated as of March 16, 2000, is entered into by and between LASALLE BANK NATIONAL ASSOCIATION, a national banking...Revolving Credit Agreement • March 30th, 2000 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
1 EXHIBIT 10.153 INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of this 24th day of February, 1999 by and between INSURANCE AUTO AUCTIONS, INC., an Illinois corporation (the "Company"), and ___________________...Indemnification Agreement • March 31st, 1999 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
ISDA(R) International Swap Dealers Association, Inc.Master Agreement • April 1st, 2002 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
AMONGCredit Agreement • August 12th, 2003 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
RECITALSEmployment Agreement • August 10th, 2004 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
1 Exhibit 10.1 EMPLOYMENT AGREEMENT This employment agreement (the "Agreement") is effective as of June 3, 1999, between Insurance Auto Auctions, Inc., an Illinois corporation (the "Company"), and Christopher G. Knowles ("Executive"). WHEREAS, the...Employment Agreement • August 16th, 1999 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
RECITALSEmployment Agreement • March 29th, 2004 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
COVENANTSSeparation Agreement • August 16th, 1999 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
1 EXHIBIT 99.2 SHAREHOLDER AGREEMENT This SHAREHOLDER AGREEMENT (this "Agreement"), dated as of February 15, 2001, by and among INSURANCE AUTO AUCTIONS, INC., an Illinois corporation (the "Company"), ValueAct Capital Partners, L.P., a Delaware limited...Shareholder Agreement • February 16th, 2001 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
1 Exhibit 10.157 FIRST AMENDMENT TO CONSULTING AGREEMENT BETWEEN INSURANCE AUTO AUCTIONS, INC., AND THOMAS J. O'MALIA EFFECTIVE AS OF DECEMBER 1, 1998 This First Amendment dated as of November 18, 1999 (the "Amendment") to the Consulting Agreement...Consulting Agreement • March 30th, 2000 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies
STOCK OPTION AGREEMENT UNDER THE INSURANCE AUTO AUCTIONS, INC. 1991 STOCK OPTION PLANStock Option Agreement • October 30th, 2000 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies • California
EXHIBIT 10.151 AMENDMENT TO REVOLVING CREDIT AGREEMENT THIS AMENDMENT TO REVOLVING CREDIT AGREEMENT (the "Amendment"), dated as of December 1, 1997, is entered into by and between LASALLE NATIONAL BANK, a national banking association ("Lender"), and...Revolving Credit Agreement • March 31st, 1998 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
AMONGCredit Agreement • March 29th, 2004 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
SAVIN [SAVIN LOGO] MASTER LEASE AGREEMENTMaster Lease Agreement • March 14th, 2005 • Insurance Auto Auctions, Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Michigan
THE MERGER 1.1 The Merger............................................................2 1.2 Closing; Effective Time: Filing of Articles of Merger.................2 1.3 Effect of the Merger..................................................2 1.4...Agreement and Plan of Merger • February 23rd, 2005 • Insurance Auto Auctions, Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
Exhibit 10.176 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("Agreement") is made as of the 12th day of April, 2001, by and between Insurance Auto Auctions, Inc., an Illinois corporation (the "Company" or "IAA") and Donald J. Comis ("Consultant")....Consulting Agreement • April 1st, 2002 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
RECITALS:Insurance Auto Auctions Inc /Ca • March 29th, 2004 • Wholesale-motor vehicles & motor vehicle parts & supplies
1 Exhibit 10.7 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement ("Agreement") is entered into by and between Patrick T. Walsh ("Employee") and Insurance Auto Auctions, Inc. (the "Company") to set forth the terms, conditions, and...Separation Agreement and General Release • May 16th, 2001 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
EXHIBIT 10.154 CONSULTING AGREEMENT This Consulting Agreement ("Agreement") between Insurance Auto Auctions, Inc., an Illinois corporation (the "Company"), and Thomas J. O'Malia ("Consultant") is entered into and effective as of December 1, 1998....Consulting Agreement • March 31st, 1999 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
INSURANCE AUTO AUCTIONS, INC. STOCK OPTION AGREEMENT UNDER THE INSURANCE AUTO AUCTIONS, INC. 1991 STOCK OPTION PLANInsurance Auto Auctions Inc /Ca • October 30th, 2000 • Wholesale-motor vehicles & motor vehicle parts & supplies • California
AGREEMENTAgreement • March 31st, 1999 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies
RECITALSEmployment Agreement • March 14th, 2005 • Insurance Auto Auctions, Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
1 EXHIBIT 10.1 FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT OF JAMES P. ALAMPI This First Amendment to the Employment Agreement is made as of March 23, 1998 between Insurance Auto Auctions, Inc., an Illinois corporation (the "Company"), and James P....Insurance Auto Auctions Inc /Ca • May 15th, 1998 • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
EXHIBIT 10.179 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the 31st day of January 2003, by and between Insurance Auto Auctions, Inc., an Illinois corporation (the "Company" or "IAA") and Marcia McAllister ("Employee")....Employment Agreement • March 27th, 2003 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
WITNESSETH:Temporary Use License Agreement • March 29th, 2004 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies
FIRST AMENDMENT DATED AS OF JUNE 29, 2006Credit Agreement • July 3rd, 2006 • Insurance Auto Auctions, Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
CREDIT AGREEMENT, dated as of May 19, 2005, as amended and restated as of June 29, 2006, among AXLE HOLDINGS, INC., a Delaware corporation (“Holdings”), INSURANCE AUTO AUCTIONS, INC., an Illinois corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BEAR, STEARNS & CO. INC. and DEUTSCHE BANK SECURITIES INC. as joint lead arrangers and joint bookrunners (in such capacities, the “Lead Arrangers”), DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity, the “Syndication Agent”), GMAC COMMERCIAL FINANCE LLC, ING CAPITAL LLC and MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., as co-documentation agents (in such capacity, each a “Co-Documentation Agent,” and collectively, the “Co-Documentation Agents”), and BEAR STEARNS CORPORATE LENDING INC., as administrative agent (in such capacity, the “Administrative Agent”).
RECITALS:Insurance Auto Auctions Inc /Ca • March 29th, 2004 • Wholesale-motor vehicles & motor vehicle parts & supplies
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • April 11th, 2007 • Insurance Auto Auctions, Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 9, 2007, among Insurance Auto Auctions, Inc., an Illinois corporation (“IAAI”), Insurance Auto Auctions Corp., a Delaware corporation (“IAAC”), IAA Services, Inc., an Illinois corporation (“IAAS”), IAA Acquisition Corp., a Delaware corporation (“IAAA”), Auto Disposal Systems, Inc., an Ohio corporation (“ADS”), ADS Ashland, LLC, an Ohio limited liability company (“ADS Ashland”), and ADS Priority Transport Ltd., an Ohio limited liability company (“ADS Priority”) (IAAC, IAAS, IAAA ADS, ADS Ashland and ADS Priority each individually, a “Guarantor” and together, the “Guarantors”), and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
WITNESSETH:Revised Salvage Agreement • February 11th, 1997 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
March 3, 2005 Insurance Auto Auctions, Inc. 850 E. Algonquin Road, Suite 100 Schaumburg, IL 60173 Attention: Scott P. Pettit Dear Scott: Reference is hereby made to that certain Second Amended and Restated Credit Agreement dated as of March 19, 2004...Insurance Auto Auctions, Inc • March 14th, 2005 • Wholesale-motor vehicles & motor vehicle parts & supplies
Reference is hereby made to that certain Second Amended and Restated Credit Agreement dated as of March 19, 2004 by and among the Insurance Auto Auctions, Inc. (the "Borrower"), the financial institutions party from time to time thereto as Lenders (the "Lenders"), the financial institutions party from time to time thereto as LC Issuers (the "LC Issuers") and LaSalle Bank National Association, as administrative agent (the "Administrative Agent") (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"). Terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • January 17th, 2007 • Insurance Auto Auctions, Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 10th day of January 2007 by and between ERIC LOUGHMILLER (“Loughmiller”) and INSURANCE AUTO AUCTIONS, INC., an Illinois corporation (“Company”).
ContractAssumption Agreement • July 3rd, 2006 • Insurance Auto Auctions, Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
ASSUMPTION AGREEMENT, dated as of June 29, 2006, made by AUTO DISPOSAL SYSTEMS, INC., an Ohio corporation (“ADS”), ADS ASHLAND, LLC, an Ohio limited liability company (“ADS Ashland”), ADS PRIORITY TRANSPORT, LTD., an Ohio limited liability company (“ADS Priority”; ADS, ADS Ashland and ADS Priority are sometimes referred to herein individually as an “Additional Grantor” and, collectively, the “Additional Grantors”), in favor of Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.
SUPPLEMENTAL INDENTURESupplemental Indenture • July 3rd, 2006 • Insurance Auto Auctions, Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of June 29, 2006, among AUTO DISPOSAL SYSTEMS, INC., an Ohio corporation (“ADS”), ADS ASHLAND, LLC, an Ohio limited liability company (“ADS Ashland”), ADS PRIORITY TRANSPORT, LTD., an Ohio limited liability company (“ADS Priority”; ADS, ADS Ashland and ADS Priority are sometimes referred to herein individually as a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), Insurance Auto Auctions, Inc., an Illinois corporation (“Company”), the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, s trustee under the Indenture referred to below (the “Trustee”).
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT EFFECTIVE JUNE 3, 1999 BETWEEN INSURANCE AUTO AUCTIONS, INC. AND CHRISTOPHER G. KNOWLESInsurance Auto Auctions Inc /Ca • August 16th, 1999 • Wholesale-motor vehicles & motor vehicle parts & supplies
