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”).
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”).
STOCK PURCHASE AGREEMENT DATED AS OF JUNE 29, 2006 BY AND AMONG INSURANCE AUTO AUCTIONS, INC., AND THE SHAREHOLDERS OF AUTO DISPOSAL SYSTEMS, INC.Stock Purchase Agreement • July 3rd, 2006 • Insurance Auto Auctions, Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This Stock Purchase Agreement (this “Agreement”) is dated as of June 29, 2006, by and among Insurance Auto Auctions, Inc., an Illinois corporation (the “Buyer”), and Bradley J. Hausfeld and Thomas L. Hausfeld (each a “Seller” and, collectively, the “Sellers”). Capitalized terms used and not defined elsewhere in this Agreement are defined in Annex 1 hereto.
