Third Amendment to Credit Agreement



  
 Exhibit 10.1

 EXECUTIVE VERSION 
 THIRD AMENDMENT TO CREDIT AGREEMENT 
 Dated as of November 11, 2010

 This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into between KAR
AUCTION SERVICES, INC., formerly known as KAR Holdings, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto, JPMORGAN CHASE BANK, N.A. (the “Administrative Agent”) and each of the
other parties signatory hereto. 
 PRELIMINARY STATEMENTS 

1. Reference is made to the Credit Agreement dated as of April 20, 2007 (as amended from time to time prior to the date hereof, the
“Credit Agreement”), among the Borrower, the lenders and agents party thereto from time to time, the Administrative Agent, and the other parties signatory thereto. Capitalized terms used but not otherwise defined herein are used
with the meanings given in the Credit Agreement. 
 2. The Borrower has requested that the Required Lenders agree to amend the
Credit Agreement as provided for herein. 
 3. The Required Lenders are willing to agree to such amendments to the Credit
Agreement on the terms and subject to the conditions set forth herein. 
 Now, therefore, in consideration of the
premises and the agreements, other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 AGREEMENT 
 SECTION 1. Amendments to Credit Agreement. On the
terms and subject to the conditions set forth herein: 
 (a) Section 1.1 of the Credit Agreement is amended by inserting in
such subsection the following definitions in the appropriate alphabetical order: 
 “Third Amendment”: means
that certain Third Amendment, dated as of November 11, 2010, by and between the Borrower, and the Lenders and the other parties signatory thereto. 
 “Third Amendment Effective Date”: means the date of satisfaction of the conditions to effectiveness referred to in Section 2 of the Third Amendment.” 

(b) Section 8.9 of the Credit Agreement is amended by inserting the following words at the end of the proviso to clause
(a) thereof: “(iv) on or after the Third Amendment Effective Date, so long as no Default or Event of Default has occurred and is continuing, the Borrower may redeem, repurchase, defease or otherwise prepay Unsecured Notes in an aggregate
principal amount, together with all accrued and unpaid interest and all fees, premiums, disbursements or expenses (including any dealer manager fees and expenses) incurred in connection with or related to such redemption, repurchase, defeasement or
other prepayment of such Unsecured Notes, not to exceed $75,000,000,” 







  
 SECTION 2.
Conditions to Effectiveness. The amendments contained in Section 1 shall be effective upon satisfaction of each of the following conditions precedent: 
 (a) The Administrative Agent shall have received original, electronic or facsimile counterparts of this Amendment duly executed and delivered by Lenders constituting the Required Lenders and shall have
received counterparts of this Amendment executed by the Borrower and counterparts of the Consent appended hereto as Exhibit A (the “Consent”) executed by the Grantors, as defined in the Guarantee and Collateral Agreement (the
“Grantors”); 
 (b) The Administrative Agent shall have received a counterpart to that certain Fee Letter
(“Fee Letter”) dated as of even date herewith, by and between the Administrative Agent and the Borrower, executed and delivered by the Borrower, and all fees and expense reimbursements (including, without limitation, fees and
expenses of counsel to the Agents and any invoiced fees and expenses payable under the Fee Letter) under the Fee Letter and the Loan Documents shall have been paid; 
 (c) The Administrative Agent shall have received from the Borrower, for account of each Lender which delivers its original, electronic or facsimile signature page to this Amendment no later than 5:00 p.m.
(New York City time) on November 9, 2010 (the “Cutoff Date”), payment of an amendment fee (which shall be fully earned, non-refundable, and payable on Third Amendment Effective Date (under and as defined in the Credit
Agreement, after giving effect to this Amendment)) equal to 5 basis points (0.05%) of the aggregate outstanding amount of Term Loans and Revolving Commitments of such Lender as of the Cutoff Date (and, for the avoidance of doubt, prior to giving
effect to any optional prepayment made pursuant to Section 4.1(a) of the Credit Agreement as contemplated by this Amendment); and 
 (d) On or after the date hereof, the Borrower shall have made an optional prepayment of a portion of the Term Loans in an aggregate principal amount no less than $75,000,000 pursuant to
Section 4.1(a) of the Credit Agreement and the Borrower shall have specified for purposes of Section 4.1(b) of the Credit Agreement that such prepayment be credited to the scheduled installments of the Term Loans in reverse order of
maturity. 
 SECTION 3. Representations and Warranties. The Borrower represents and warrants that: 

(a) Authority. The Borrower has the requisite power and authority to execute, deliver and perform its obligations under this
Amendment and the Credit Agreement as amended hereby. Each Grantor has the requisite power and authority to execute, deliver and perform its obligations under the Consent and the Loan Documents, as amended hereby. The execution, delivery and
performance by the Borrower of this Amendment and by the Grantors of the Consent, and the performance by each Loan Party of each Loan Document (as amended hereby) to which it is a party have been duly approved by all necessary organizational action
of such Loan Party. 
 (b) Enforceability. This Amendment has been duly executed and delivered by the Borrower and the
Consent has been duly executed and delivered by each Grantor. When the conditions to effectiveness in Section 2 of this Amendment have been satisfied, each of this Amendment, the Consent and each Loan Document (as amended hereby) is the legal,
valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought in proceedings in equity or at law). 

  
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 (c) Representations
and Warranties. The representations and warranties made by any Loan Party in or pursuant to the Loan Documents are true and correct in all material respects on and as of the date hereof as if made on and as of such date, except to the extent
that such representations and warranties refer to an earlier date (in which case they are true and correct in all material respects as of such earlier date). 
 (d) No Default. No Default or Event of Default shall have occurred and be continuing on the date hereof or after giving effect to this Amendment. 

SECTION 4. Reference to and Effect on the Loan Documents. 

(a) If and when this Amendment becomes effective, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like
import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. 
 (b) The
Credit Agreement, as amended hereby, and the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Security Documents
and all of the Collateral described therein do and shall continue to secure the payment of all Obligations under and as defined in the Credit Agreement, as amended hereby. 
 (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or Agent under any of the Loan Documents or constitute, except as
expressly set forth herein, a waiver or amendment of any provision of any of the Loan Documents. 
 (d) This Amendment is a Loan
Document. The provisions of Sections 11.12 and 11.16 of the Credit Agreement shall apply with like effect to this Amendment. 

SECTION 5. Counterparts. This Amendment (including all consents and authorizations relating hereto) and the Consent may be
executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this Amendment (or any consent or authorization relating hereto) or the Consent by electronic transmission or facsimile shall be effective and enforceable as delivery of a
manually executed counterpart thereof. The Administrative Agent will not have any responsibility for determining whether (and makes no representation as to whether) any such counterpart has been duly authorized, executed or delivered or is
enforceable against any party hereto. 
 SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 [signature pages
follow] 

  
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 IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above. 

 

			
	KAR AUCTION SERVICES, INC.
	(FORMERLY KNOWN AS KAR HOLDINGS, INC.)
		
	By:	 	     /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO



  
 THIRD
AMENDMENT TO CREDIT AGREEMENT 








  
 
			
	JPMORGAN CHASE BANK, N.A.
	as Administrative Agent
		
	By:	 	         /s/ Randall K. Stephens

		 	Name: Randall K. Stephens
		 	Title: Vice President



  
 THIRD
AMENDMENT TO CREDIT AGREEMENT 








  
 Required Lenders: 

 

			
	[NAME OF LENDER]
		
	By:	 	 *

		 	Name:                            
*
		 	Title:                            
  *


  

	*	This Amendment was executed by authorized signatories of 84 lenders. 


  
 THIRD
AMENDMENT TO CREDIT AGREEMENT 








  

EXHIBIT A 
 CONSENT 
 Dated as of November 11, 2010 

The undersigned, as Grantors under the Guarantee and Collateral Agreement and, as applicable, as parties to the other Security Documents,
hereby consent and agree to the foregoing Third Amendment dated as of November 11, 2010 (the “Third Amendment”), by and between the Borrower and the Lenders party thereto, and hereby confirm and agree that (i) each of the
Guarantee and Collateral Agreement and the other Security Documents is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of,
said Third Amendment, each reference therein to the “Credit Agreement”, “thereunder”, “thereof” and words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended by said Third Amendment and (ii) the Guarantee and Collateral Agreement, the other Security Documents and all of the Collateral described in the foregoing do, and shall continue to, secure the payment and performance of all of the
Obligations as defined in the Guarantee and Collateral Agreement, after giving effect to said Third Amendment. 

[Signature pages follow] 

  
 THIRD
AMENDMENT TO CREDIT AGREEMENT 








  
 
			
	KAR AUCTION SERVICES, INC.
	(FORMERLY KNOWN AS KAR HOLDINGS, INC. )
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA, INC.
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	INSURANCE AUTO AUCTIONS, INC.
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Authorized Signatory Officer
	
	ADESA CORPORATION, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO



  
 THIRD
AMENDMENT TO CREDIT AGREEMENT 








  
 
			
	A.D.E. OF ARK-LA-TEX, INC.
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	A.D.E. OF KNOXVILLE, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA ARK-LA-TEX, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA ARKANSAS, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA ATLANTA, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA BIRMINGHAM, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO



  
 THIRD
AMENDMENT TO CREDIT AGREEMENT 








  
 
			
	ADESA CALIFORNIA, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA CHARLOTTE, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA COLORADO, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA DES MOINES, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA FLORIDA, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA IMPACT TEXAS, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO



  
 THIRD
AMENDMENT TO CREDIT AGREEMENT 








  
 
			
	ADESA INDIANAPOLIS, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA LANSING, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA LEXINGTON, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA MISSOURI, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA NEW JERSEY, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA NEW YORK, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO



  
 THIRD
AMENDMENT TO CREDIT AGREEMENT 








  
 
			
	ADESA OHIO, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA OKLAHOMA, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA PENNSYLVANIA, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA PHOENIX, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA SAN DIEGO, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA-SOUTH FLORIDA, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO



  
 THIRD
AMENDMENT TO CREDIT AGREEMENT 








  
 
			
	ADESA SOUTHERN INDIANA, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA TEXAS, INC.
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA VIRGINIA, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA WISCONSIN, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ASSET HOLDINGS III, L.P.
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	AUTO DEALERS EXCHANGE OF CONCORD, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO



  
 THIRD
AMENDMENT TO CREDIT AGREEMENT 








  
 
			
	AUTO DEALERS EXCHANGE OF MEMPHIS, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	AUTOMOTIVE FINANCE CORPORATION
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President
	
	AUTOMOTIVE RECOVERY SERVICES, INC.
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	AUTOVIN, INC.
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	PAR, INC.

		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	AFC CAL, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President



  
 THIRD
AMENDMENT TO CREDIT AGREEMENT 








  
 
			
	AXLE HOLDINGS, INC.
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	INSURANCE AUTO AUCTIONS CORP.
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Authorized Signatory Officer
	
	IAA SERVICES, INC.
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Authorized Signatory Officer
	
	IAA ACQUISITION CORP.
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Authorized Signatory Officer
	
	AUTO DISPOSAL SYSTEMS, INC.
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Authorized Signatory Officer
	
	ADS PRIORITY TRANSPORTS, LTD.
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Authorized Signatory Officer



  
 THIRD
AMENDMENT TO CREDIT AGREEMENT 








  
 
			
	ADS ASHLAND, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Authorized Signatory Officer
	
	ZABEL & ASSOCIATES, INC.
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	SIOUX FALLS AUTO AUCTIONS, INC.
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	TRI-STATE AUCTION CO., INC.
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	SALVAGE DISPOSAL COMPANY OF GEORGIA
		
	By:	 	         /s/ Sidney L. Kerley

		 	Name: Sidney L. Kerley
		 	Title: Secretary
	
	LIVEBLOCK AUCTIONS INTERNATIONAL, INC.
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO



  
 THIRD
AMENDMENT TO CREDIT AGREEMENT 








  
 
			
	AUTOMOTIVE FINANCE CONSUMER DIVISION, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President
	
	ADESA DEALER SERVICES, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President
	
	DENT DEMON, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	ADESA MINNESOTA, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	CARBUYCO, LLC
		
	By:	 	         /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Executive Vice President and CFO
	
	AUTO PORTFOLIO SERVICES, LLC
		
	By:	 	         /s/ James E. Money, II

		 	Name: James E. Money, II
		 	Title: Chief Financial Officer and Treasurer



  
 THIRD
AMENDMENT TO CREDIT AGREEMENT 








  
 
			
	INSURANCE AUTO AUCTIONS TENNESSEE LLC
		
	By:	 	         /s/ Sidney L. Kerley

		 	Name: Sidney L. Kerley
		 	Title: Secretary



  
 THIRD
AMENDMENT TO CREDIT AGREEMENT