CREDIT AGREEMENT among AXLE HOLDINGS, INC., AXLE MERGER SUB, INC. and INSURANCE AUTO AUCTIONS, INC. (as successor to Axle Merger Sub, Inc.), as Borrower, The Several Lenders from Time to Time Parties Hereto, DEUTSCHE BANK SECURITIES INC., as...Credit Agreement • August 23rd, 2005 • IAA Acquisition Corp. • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
CREDIT AGREEMENT, dated as of May 19, 2005, among AXLE HOLDINGS, INC., a Delaware corporation (“Holdings”), AXLE MERGER SUB, INC., an Illinois corporation and Insurance Auto Auctions, Inc. (collectively, as further defined in Section 1.1, 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”)
GUARANTEE AND COLLATERAL AGREEMENT made by AXLE HOLDINGS, INC. and AXLE MERGER SUB, INC. and INSURANCE AUTO AUCTIONS, INC. and certain of its Subsidiaries in favor of BEAR STEARNS CORPORATE LENDING INC., as Administrative Agent Dated as of May 25, 2005Guarantee and Collateral Agreement • August 23rd, 2005 • IAA Acquisition Corp. • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of May 25, 2005, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”) for the banks, financial institutions and other entities (the “Lenders”) from time to time party as Lenders to the Credit Agreement and the other Secured Parties, dated as of May 19, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Axle Holdings, Inc., a Delaware corporation (“Holdings”), Axle Merger Sub, Inc. (as further defined in Section 1.1, the “Borrower”), the Lenders, Bear, Stearns & Co. Inc. and Deutsche Bank Securities Inc., as joint lead arrangers and joint bookrunners, GMAC Commercial Finance LLC, ING Capital LLC and Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as co-
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AXLE HOLDINGS II, LLCLimited Liability Company Agreement • August 23rd, 2005 • IAA Acquisition Corp. • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This Amended and Restated Limited Liability Company Agreement of Axle Holdings II, LLC, a Delaware limited liability company (the “Company”) is made as of May 25, 2005 by and among the individuals or entities listed under the heading “Kelso Members” on Schedule A hereto (each a “Kelso Member” and collectively, the “Kelso Members”), Thomas C. O’Brien, Scott Pettit, David Montgomery, Don Hermanek, John Kett, John Nordin and Sidney Kerley (each a “Management Member” and collectively, the “Management Members,” which term shall also include such other management employees of the Company and its Affiliates as shall become members of the Company after the date hereof in accordance with Section 4.8 of this Agreement), the entities listed under the heading “Parthenon Members” on Schedule A hereto (each a “Parthenon Member” and the collectively, the “Parthenon Members”), Magnetite Asset Investors III L.L.C. (“Magnetite,”), Brian T. Clingen and Dan Simon (each an “Investor Member” and, together w
AXLE HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 23rd, 2005 • IAA Acquisition Corp. • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
NON-QUALIFIED STOCK OPTION AGREEMENT, dated as of , between Axle Holdings, Inc., a Delaware corporation (the “Company”), and (the “Employee”), pursuant to the Axle Holdings, Inc. Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
CONVERSION AGREEMENTConversion Agreement • August 23rd, 2005 • IAA Acquisition Corp. • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This Conversion Agreement (this “Agreement”) is made and entered into as of this 25th day of May, 2005, between Axle Holdings, Inc., a Delaware corporation (“Buyer Parent”), and [ ] (the “Shareholder”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AXLE HOLDINGS, INC. Dated as of May 25, 2005Registration Rights Agreement • August 23rd, 2005 • IAA Acquisition Corp. • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of May 25, 2005, by and among Axle Holdings, Inc., a Delaware corporation (the “Company”), Axle Holdings II, LLC, a Delaware limited liability company (the “LLC”), those employees of the Company or its subsidiaries listed on Schedule 1 hereto (together with any person who become parties to this Agreement pursuant to Section 10.5 and each of their respective Permitted Transferees, collectively, the “Management Shareholders”). The Management Shareholders, together with the any Person that becomes a party to this Agreement after the date hereof pursuant to Section 10.6 (any such Person, an “Outside Investor”) and the LLC, are hereinafter referred to collectively as the “Shareholders.” Capitalized terms used herein without definition are defined in Section 9 of this Agreement.
Axle Merger Sub, Inc. Kelso & Company, L.P.Advisory Agreement • August 23rd, 2005 • IAA Acquisition Corp. • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
Reference is made to that certain financial advisory agreement, dated as of February 22, 2005 (the “Advisory Agreement”) entered into by and between Axle Merger Sub, Inc. (the “Company”) and Kelso & Company, L.P. (“Kelso”), pursuant to which the Company (or its successor by operation of law) agreed, amongst other things, to pay Kelso, substantially concurrently with the consummation (the “Closing”) of the merger of the Company with and into Insurance Auto Auctions, Inc. pursuant to the terms of the Merger Agreement, a fee of $5,000,000 (the “Closing Fee”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Advisory Agreement.
Axle Merger Sub, Inc. c/o Kelso & Company, L.P.IAA Acquisition Corp. • August 23rd, 2005 • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
Axle Merger Sub, Inc. (the “Company”) hereby agrees to retain you, Kelso & Company, L.P. (“Kelso”), and any of your affiliates or designees (collectively, with Kelso, the “Kelso Group”), to provide consulting and advisory services to the Company commencing on the Closing Date (as defined in the Agreement and Plan of Merger by and among Insurance Auto Auctions, Inc. (“Axle”), Axle Holdings, Inc. and the Company, dated as of February 22, 2005 (the “Merger Agreement”)) for a term ending on the date on which Kelso and its affiliates cease to own any shares of common stock of the Company. Such services may include (i) assisting in the raising of additional debt and equity capital from time to time for the Company, if deemed advisable by the Board of Directors of the Company, (ii) assisting the Company in its long-term strategic planning generally, (iii) providing the Company with financial, investment banking, management advisory and other services with respect to proposed transactions dire
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • August 23rd, 2005 • IAA Acquisition Corp. • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of May 25, 2005 (as amended, supplemented or otherwise modified from time to time, the “Intellectual Property Security Agreement”), is made by each of the signatories hereto (collectively, the “Grantors”) in favor of Bear Stearns Corporate Lending Inc. as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
SUPPLEMENTAL INDENTURESupplemental Indenture • August 23rd, 2005 • IAA Acquisition Corp. • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
SUPPLEMENTAL INDENTURE, dated as of May 25, 2005, among Insurance Auto Auctions, Inc., an Illinois corporation (“IAAI”), IAAI Finance Corp., a Delaware corporation (“IAAI Finance”), Insurance Auto Auctions Corp., a Delaware corporation, IAA Services, Inc., an Illinois corporation, and IAA Acquisition Corp., a Delaware corporation (individually, a “Guarantor” and together, the “Guarantors”), and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
SHAREHOLDERS AGREEMENT AXLE HOLDINGS, INC. Dated as of May 25, 2005Shareholders Agreement • August 23rd, 2005 • IAA Acquisition Corp. • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
THIS SHAREHOLDERS AGREEMENT (this “Agreement”), is made and entered into as of May 25, 2005, by and among Axle Holdings, Inc., a Delaware corporation (the “Company”), Axle Holdings II, LLC, a Delaware limited liability company (the “LLC”), and those employees of the Company or its Subsidiaries who are listed on Schedule 1 hereto (together with any persons who become parties to this Agreement pursuant to Section 9.1 and each of their respective permitted transferees, collectively, the “Management Shareholders”). The Management Shareholders, together with the any Person that becomes a party to this Agreement after the date hereof pursuant to Section 23 (collectively, the “Outside Investors”) and any of their respective permitted transferees, are hereinafter referred to as the “Non-Kelso Shareholders,” and the Non-Kelso Shareholders, together with the LLC, are hereinafter referred to as the “Shareholders.” Capitalized terms used herein without definition are defined in Section 27 of this
REGISTRATION RIGHTS AGREEMENT Dated as of April 1, 2005 by and among IAAI FINANCE CORP. and DEUTSCHE BANK SECURITIES INC. BEAR, STEARNS & CO. INC.Registration Rights Agreement • August 23rd, 2005 • IAA Acquisition Corp. • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
This Registration Rights Agreement (this “Agreement”) is dated as of April 1, 2005, between IAAI FINANCE CORP., a Delaware corporation (the “Company”), and DEUTSCHE BANK SECURITIES INC. and BEAR STEARNS & CO., INC. as initial purchasers (the “Initial Purchasers”).
AXLE HOLDINGS, INC. EXCHANGE STOCK OPTION AGREEMENTExchange Stock Option Agreement • August 23rd, 2005 • IAA Acquisition Corp. • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
EXCHANGE STOCK OPTION AGREEMENT (the “Agreement”), dated as of May 25, 2005, between Axle Holdings, Inc., a Delaware corporation (“Holdings”), and [ ] (the “Employee”). Capitalized terms used herein without definition have the meaning set forth in Section 15 hereof.
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING FOR COMMERCIAL PURPOSES by [INSURANCE AUTO AUCTIONS, INC.] as Mortgagor to BEAR STEARNS CORPORATE LENDING INC. as Mortgagee Dated as of: , 2005 Property Address:Security Agreement • August 23rd, 2005 • IAA Acquisition Corp. • Wholesale-motor vehicles & motor vehicle parts & supplies
This Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for Commercial Purposes (this “Mortgage”) is executed as of , 2005, by and from [INSURANCE AUTO AUCTIONS, INC.], an Illinois corporation (“Mortgagor”), whose address is Two Westbrook Corporate Center, Suite 500, Westchester, IL 60154, to BEAR STEARNS CORPORATE LENDING, INC., (“Mortgagee”), a Delaware corporation, as Administrative Agent for the Lenders under the Credit Agreement more fully described below, whose address is 383 Madison Avenue, New York, New York 10179.
CHANGE OF CONTROL AND EMPLOYMENT AGREEMENTChange of Control and Employment Agreement • August 23rd, 2005 • IAA Acquisition Corp. • Wholesale-motor vehicles & motor vehicle parts & supplies • Illinois
AGREEMENT (“Agreement”) by and between Insurance Auto Auctions, Inc., an Illinois corporation (the “Company”) and Donald J. Hermanek (the “Executive” ), dated as of 9.5.00
ASSUMPTION AGREEMENTAssumption Agreement • August 23rd, 2005 • IAA Acquisition Corp. • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
ASSUMPTION AGREEMENT, dated as of May 25, 2005, among Insurance Auto Auctions, Inc., an Illinois corporation (“IAAI”), IAAI Finance Corp., a Delaware corporation (“IAAI Finance”), and Insurance Auto Auctions Corp., a Delaware corporation, IAA Services, Inc., an Illinois corporation, and IAA Acquisition Corp., a Delaware corporation (the “Guarantors”).
