EMPLOYMENT AND NON-COMPETITION AGREEMENT (KEITH A. JEZEK)Employment and Non-Competition Agreement • June 15th, 2012 • AutoTrader Group, Inc. • Texas
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).
AMENDMENT TO CASH MANAGEMENT AGREEMENTCash Management Agreement • June 15th, 2012 • AutoTrader Group, Inc.
This Amendment to 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 Cash Management Agreement dated as of May 4, 2010, by and between CEI and Company (the “Agreement”).
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,...Credit and Guarantee Agreement • June 15th, 2012 • AutoTrader Group, Inc. • New York
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.
LICENSE AGREEMENT (Cox Business)License Agreement • June 15th, 2012 • AutoTrader Group, Inc. • Delaware
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”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 15th, 2012 • AutoTrader Group, Inc.
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”).
AMENDMENT TO INTERCOMPANY SERVICES AGREEMENTIntercompany Services Agreement • June 15th, 2012 • AutoTrader Group, Inc.
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”).
INTERCOMPANY SERVICES AGREEMENTIntercompany Services Agreement • June 15th, 2012 • AutoTrader Group, Inc. • Delaware
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”).
SUBLICENSE AGREEMENT (Cox Business)Sublicense Agreement • June 15th, 2012 • AutoTrader Group, Inc. • Delaware
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”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 15th, 2012 • AutoTrader Group, Inc. • Delaware
This Assignment and Assumption Agreement (this “Agreement”), dated as of June 11, 2010, is entered into by and between AutoTrader.com, Inc., a Delaware corporation (“Assignor”), and ATC IP License Holdings, LLC, a Delaware limited liability company (“Assignee”).
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, 2012Director Nomination Agreement • June 15th, 2012 • AutoTrader Group, Inc. • Delaware
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”).
AMENDED AND RESTATED CASH MANAGEMENT AGREEMENT WITH REVOLVING CREDIT FACILITY AutoTrader.com, Inc. / Cox Enterprises, Inc.Cash Management Agreement • June 15th, 2012 • AutoTrader Group, Inc. • Georgia
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”).
AMENDMENT NO. 1 TO CREDIT AND GUARANTEE AGREEMENTCredit and Guarantee Agreement • June 15th, 2012 • AutoTrader Group, Inc. • New York
AMENDMENT NO. 1 TO CREDIT AND GUARANTEE AGREEMENT, dated as of June 14, 2011 (this “Amendment”), among AUTOTRADER.COM, INC., a Delaware corporation (the “Borrower”), WELLS FARGO SECURITIES, LLC, as lead arranger for purposes of this Amendment (the “Lead Arranger”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) and as a Replacement Term Lender (as defined below).
DIRECTOR NOMINATION AGREEMENT OF AUTOTRADER GROUP, INC. By and Between AUTOTRADER GROUP, INC., and MANHEIM ATC, INC. June 14, 2012Director Nomination Agreement • June 15th, 2012 • AutoTrader Group, Inc. • Delaware
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 Manheim ATC, Inc., a Delaware corporation (“Manheim”).
October 3, 2011 Via Hand Delivery Personal and Confidential Mr. Victor (Chip) Perry Re: Amended and Restated Employment Agreement Dear Chip:Letter Agreement • June 15th, 2012 • AutoTrader Group, Inc. • Delaware
This letter, collectively with Exhibits A and B attached hereto, documents our agreement with respect to your employment with AutoTrader.com, Inc., a Delaware corporation (the “Company”) as amended and restated as of October 3, 2011 (the “Restated Agreement”).
AMENDMENT NO. 2 TO CREDIT AND GUARANTEE AGREEMENTCredit and Guarantee Agreement • June 15th, 2012 • AutoTrader Group, Inc. • New York
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).
RESTRICTIVE COVENANT AND CONFIDENTIALITY AGREEMENTRestrictive Covenant and Confidentiality Agreement • June 15th, 2012 • AutoTrader Group, Inc. • Delaware
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”).
