Financial Advisory and Closing Fee Letter Agreement



 Exhibit 10.19 
  
 Axle Merger Sub, Inc. 
 c/o Kelso & Company, L.P. 
 320 Park Avenue, 24th Floor 
 New York, NY 10022 
  
 February 22, 2005 
  
 Kelso & Company, L.P. 
 320 Park Avenue,
24th Floor 
 New York,
New York 10022 
  
 Ladies and Gentlemen: 
  
 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 directly or indirectly involving the Company or any of its subsidiaries (collectively, the “Transaction Services”) and (iv) providing such other consulting and advisory services
as the Company may reasonably request. 
  
 In consideration of the
Kelso Group’s providing the foregoing services (other than Transaction Services), the Company (or its successor by operation of law) will pay Kelso (i) a fee of $5,000,000 in cash, which amount shall be paid substantially concurrently
with the consummation of the merger of the Company with and into Axle pursuant to the terms of the Merger Agreement (the “Merger”), and (ii) an annual advisory fee of $500,000, payable quarterly in advance on January 1, April
1, July 1 and October 1 (or the first business day following each such date), provided that the first payment shall be due on the Closing Date and shall be in an amount pro-rated for the period from the Closing Date to the end of the then current
fiscal quarter. If the Kelso Group invests additional equity in the Company or any of its affiliates on one or more occasions after the Closing Date, then, in each such case, the Company and Kelso will negotiate in good faith to effect a mutually
acceptable increase to such advisory fee. In consideration of the Kelso Group’s providing Transaction Services, the Company will pay Kelso a fee to be agreed between the Company and Kelso. The Company shall 







 reimburse Kelso promptly for the Kelso Group’s out-of-pocket costs and expenses incurred in connection with any
investment by the Kelso Group in the Company, whether made on or after the Closing Date (the “Acquisition”). Such costs and expenses shall include, but not be limited to, those incurred by the Kelso Group in the course of monitoring
its investment in the Company and performing Kelso’s duties (including, without limitation, Transaction Services) hereunder. 
  
 The Company will indemnify each member of the Kelso Group, and their respective officers, directors, partners, employees, agents and control persons (as
such term is used in the Securities Act of 1933, as amended, and the rules and regulations thereunder) to the full extent lawful against any and all claims, losses and expenses as incurred (including all reasonable fees and disbursements of any such
indemnitee’s counsel and other out-of-pocket expenses incurred in connection with the investigation of and preparation for any such pending or threatened claims and any litigation or other proceedings arising therefrom) arising in connection
with the Merger, the Acquisition, any of the transactions contemplated by the Merger Agreement (including the financing of the Merger) or the Acquisition, or such indemnitee’s investment in the Acquisition or out of any services rendered by the
Kelso Group hereunder or any such indemnitee being a controlling person of the Company or any of its subsidiaries, provided, however, there shall be excluded from such indemnification any such claim, loss or expense to the extent that
it is based upon any action or failure to act by such indemnitee that is found in a final judicial determination to constitute gross negligence or intentional misconduct on such indemnitee’s part. The Company will advance costs and expenses,
including attorney’s fees, incurred by any such indemnitee in defending any such claim in advance of the final disposition of such claim upon receipt of an undertaking by or on behalf of such indemnitee to repay amounts so advanced if it shall
ultimately be determined that such indemnitee is not entitled to be indemnified by the Company pursuant to this Agreement. 
  
 The Company’s obligations set forth in this Agreement shall survive the termination of Kelso’s services pursuant to the first paragraph of this
Agreement. 
  
 This Agreement may not be amended or revised except
by a writing signed by the parties. 
  
 This agreement shall be
governed by the laws of the State of New York.  
  
 [remainder of the page intentionally left blank] 
  

 2 








 If you are in agreement with the foregoing, kindly so indicate by signing a counterpart of this letter,
whereupon it will become a binding agreement between us. 
  

			
	 Very truly yours,

	
	 AXLE MERGER SUB, INC.

		
	 By:
	 	 /s/ David I. Wahrhaftig


	 Name:
	 	David I. Wahrhaftig
	 Title:
	 	Vice President and Treasurer


  

					
	 Agreed and accepted:

	
	 KELSO & COMPANY, L.P.

		
	 By:
	 	 Kelso & Companies, Inc.,
 its general
partner

			
	 	 	By:	 	 /s/ Howard A. Matlin


	 	 	Name:	 	Howard A. Matlin
	 	 	Title:	 	Vice President and CFO