273,500,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as ofCredit Agreement • November 24th, 2004 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
99.3) Exhibit C to Schedule 13D Dated November 9, 1995. STOCK PURCHASE AGREEMENT TABLE OF CONTENTSStock Purchase Agreement • November 14th, 1995 • Cloward Steven P Et Al • Wholesale-motor vehicles & motor vehicle parts & supplies • California
EXHIBIT 4.1 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE...American Technologies Group Inc • May 26th, 2000 • Wholesale-motor vehicles & motor vehicle parts & supplies • California
Exhibit 2 VOTING AGREEMENT This VOTING AGREEMENT (the "Agreement"), dated as of February 22, 2005, is entered into by and among Axle Holdings, Inc., a Delaware corporation ("Buyer Parent"), ValueAct Capital Partners, L.P., a Delaware limited...Voting Agreement • March 3rd, 2005 • Axle Holdings, 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
BY AND AMONGAgreement and Plan of Merger • June 20th, 2000 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
AMENDMENT NO. 2Security Agreement • March 11th, 2002 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • Tennessee
ARTICLE I DEFINITIONSAgreement and Plan of Reorganization • October 12th, 2000 • Autotradecenter Com Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Utah
TBC CORPORATIONExecutive Employment Agreement • October 28th, 1997 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • Tennessee
by and amongShare Purchase Agreement • December 3rd, 1998 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies
October 11, 2000 CONFIDENTIAL Mr. Roger Butterwick President AutoTradeCenter.com, Inc. 15170 North Hayden Road Scottsdale, Arizona 85260 Dear Roger: This letter agreement sets forth the terms and conditions under which AutoTradeCenter.com, Inc. (the...Indemnification Agreement • February 22nd, 2001 • Autotradecenter Com Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • California
LOGO] August 6, 1998 Alan P. Brooks Interfund Resources Limited 1055 Washington Boulevard, Suite 8A Stamford, Connecticut 06901 RE: AMENDED RETAINER AGREEMENT -------------------------- Dear Alan: As discussed, the services Interfund Resources Limited...American Technologies Group Inc • August 27th, 1998 • Wholesale-motor vehicles & motor vehicle parts & supplies
208,500,000 CREDIT AGREEMENT dated as ofCredit Agreement • April 16th, 2003 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
BY AND AMONGStock Purchase Agreement • April 16th, 2003 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
273,500,000 AMENDED AND RESTATED CREDIT AGREEMENT dated as ofCredit Agreement • December 15th, 2003 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
1 ASSET PURCHASE AGREEMENT THIS AGREEMENT ("Agreement") made and entered into as of this 15th day of September, 1998, by and between RONALD BASOFF, individually and d/b/a B&B Associates, 14141 Cobello Street, Unit 5-A, Van Nuys, California 91405...Asset Purchase Agreement • December 27th, 1999 • Liteglow Industries Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Florida
TBC CORPORATION TBC PRIVATE BRANDS, INC.Note Purchase Agreement • June 23rd, 2005 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
EXHIBIT 10.30Escrow Agreement • August 3rd, 2001 • Autotradecenter Com Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • California
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
AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the "Amendment"), dated as of November 14, 1995, is between BOTI Holdings, Inc., a Nevada corporation (the "Parent"), BOTI Acquisition Corp., a Nevada...Agreement and Plan of Merger • November 20th, 1995 • Big O Tires Inc • Wholesale-motor vehicles & motor vehicle parts & supplies
AMONGCredit Agreement • August 12th, 2003 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
AMENDMENT NO. 2Holley Performance Products Inc • August 15th, 2000 • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
Exhibit 10.1 TBC CORPORATION TRUST AGREEMENT FOR _________ ____________ (date) TABLE OF CONTENTSTBC Corp • March 15th, 2004 • Wholesale-motor vehicles & motor vehicle parts & supplies • Tennessee
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
Exhibit 10.6 Portions of this Exhibit 10.24 have been omitted based upon a request for confidential treatment. This Exhibit 10.24, including the non- public information, has been filed separately with the Securities and Exchange Commission. "[*]"...Receivables Purchase Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Indiana
RECITALSEmployment Agreement • March 29th, 2004 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
EXHIBIT 10.5 TBC CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is being executed as of the 18th day of September, 2005, by and between TBC CORPORATION, a Delaware corporation (the "Company"), and J. GLEN GRAVATT (the "Executive"). IN...Employment Agreement • September 22nd, 2005 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • Tennessee
AS "SELLER" ANDStock Purchase Agreement • November 13th, 2003 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
AMENDMENT NO. 1Credit Agreement • March 11th, 2002 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
Exhibit 4.5 AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • May 17th, 1999 • Paragon Corporate Holdings Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Ohio
COVENANTSSeparation Agreement • August 16th, 1999 • Insurance Auto Auctions Inc /Ca • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
EXHIBIT 10.3 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Second Amendment") is made as of the 15th day of April, 2002 by and among Holley Performance Products, Inc. ("Holley"), a Delaware...Loan and Security Agreement • April 16th, 2002 • Holley Performance Products Inc • Wholesale-motor vehicles & motor vehicle parts & supplies
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
