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Document/Exhibit Description Pages Size 1: S-4 Registration of Securities Issued in a HTML 4.62M Business-Combination Transaction 2: EX-2.1 Agreement and Plan of Merger HTML 438K 3: EX-3.1 Certificate of Incorporation of Kar Holdings, HTML 71K Inc., as Amended 12: EX-3.10 Operating Agreement for A.D.E. of Knoxville, LLC, HTML 127K as Amended 102: EX-3.100 Code of Regulations for Auto Disposal Systems, HTML 78K Inc. 103: EX-3.101 Articles of Organization of Ads Ashland, LLC HTML 69K 104: EX-3.102 Operating Agreement for Ads Ashland, LLC HTML 117K 105: EX-3.103 Articles of Organization of Ads Priority Transport HTML 60K Ltd. 106: EX-3.104 Operating Agreement for Ads Priority Transport HTML 118K Ltd. 107: EX-3.105 Articles of Organization of Dent Demon, LLC HTML 71K 108: EX-3.106 Operating Agreement for Dent Demon, LLC HTML 115K 109: EX-3.107 Certificate of Incorporation of Sioux Falls Auto HTML 76K Auction, Inc. 110: EX-3.108 By-Laws of Sioux Falls Auto Auction, Inc. HTML 107K 111: EX-3.109 Articles of Incorporation of Zabel & Associates, HTML 64K Inc. 13: EX-3.11 Articles of Organization of Adesa Ark-La-Tex, LLC HTML 64K 112: EX-3.110 By-Laws of Zabel & Associates, Inc. HTML 107K 14: EX-3.12 Amended and Restated Operating Agreement for Adesa HTML 123K Ark-La-Tex, LLC, as Amended 15: EX-3.13 Certificate of Formation of Adesa Arkansas, LLC HTML 99K 16: EX-3.14 Operating Agreement for Adesa Arkansas, LLC, as HTML 128K Amended 17: EX-3.15 Certificate of Formation of Adesa Atlanta, LLC HTML 64K 18: EX-3.16 Amended and Restated Operating Agreement for Adesa HTML 122K Atlanta, LLC, as Amended 19: EX-3.17 Articles of Organization of Adesa Birmingham, LLC HTML 82K 20: EX-3.18 Operating Agreement for Adesa Birmingham, LLC, as HTML 129K Amended 21: EX-3.19 Articles of Organization-Conversion of Adesa HTML 69K California, LLC 4: EX-3.2 By-Laws of Kar Holdings, Inc. HTML 160K 22: EX-3.20 Operating Agreement for Adesa California, LLC, as HTML 116K Amended 23: EX-3.21 Articles of Organization of Adesa Charlotte, LLC HTML 72K 24: EX-3.22 Operating Agreement for Adesa Charlotte, LLC, as HTML 133K Amended 25: EX-3.23 Articles of Organization of Adesa Colorado, LLC HTML 95K 26: EX-3.24 Operating Agreement for Adesa Colorado, LLC, as HTML 131K Amended 27: EX-3.25 Articles of Organization of Adesa Dealer Services, HTML 72K LLC 28: EX-3.26 Operating Agreement for Adesa Dealer Services, LLC HTML 117K 29: EX-3.27 Articles of Organization of Adesa Des Moines, LLC HTML 85K 30: EX-3.28 Operating Agreement for Adesa Des Moines, LLC, as HTML 132K Amended 31: EX-3.29 Articles of Organization of Adesa Florida, LLC HTML 75K 5: EX-3.3 Amended and Restated Certificate of Incorporation HTML 69K of Adesa, Inc. 32: EX-3.30 Operating Agreement for Adesa Florida, LLC, as HTML 129K Amended 33: EX-3.31 Certificate of Formation of Adesa Impact Texas, HTML 83K LLC 34: EX-3.32 Operating Agreement for Adesa Impact Texas, LLC, HTML 124K as Amended 35: EX-3.33 Articles of Organization of Adesa Indianapolis, HTML 72K LLC 36: EX-3.34 Operating Agreement for Adesa Indianapolis, LLC, HTML 131K as Amended 37: EX-3.35 Articles of Organization of Adesa Lansing, LLC HTML 110K 38: EX-3.36 Operating Agreement for Adesa Lansing, LLC, as HTML 128K Amended 39: EX-3.37 Articles of Organization of Adesa Lexington, LLC HTML 78K 40: EX-3.38 Operating Agreement for Adesa Lexington, LLC, as HTML 134K Amended 41: EX-3.39 Articles of Organization of Adesa Mexico, LLC HTML 71K 6: EX-3.4 Amended and Restated By-Laws of Adesa, Inc. HTML 107K 42: EX-3.40 Operating Agreement for Adesa Mexico, LLC HTML 111K 43: EX-3.41 Certificate of Organization of Adesa Missouri, LLC HTML 91K 44: EX-3.42 Operating Agreement for Adesa Missouri, LLC, as HTML 120K Amended 45: EX-3.43 Certificate of Formation of Adesa New Jersey, LLC HTML 68K 46: EX-3.44 Operating Agreement for Adesa New Jersey, LLC, as HTML 120K Amended 47: EX-3.45 Articles of Organization of Adesa New York, LLC HTML 70K 48: EX-3.46 Operating Agreement for Adesa New York, LLC, as HTML 131K Amended 49: EX-3.47 Articles of Organization of Adesa Ohio, LLC HTML 86K 50: EX-3.48 Operating Agreement for Adesa Ohio, LLC, as HTML 130K Amended 51: EX-3.49 Articles of Organization of Adesa Oklahoma, LLC HTML 88K 7: EX-3.5 Articles of Organization of Adesa Corporation, LLC HTML 71K 52: EX-3.50 Operating Agreement for Adesa Oklahoma, LLC, as HTML 130K Amended 53: EX-3.51 Certificate of Organization of Adesa Pennsylvania, HTML 132K Inc. 54: EX-3.52 Operating Agreement for Adesa Pennsylvania, LLC HTML 115K 55: EX-3.53 Articles of Incorporation of Tri-State Auction HTML 89K Co., Inc. 56: EX-3.54 By-Laws of Tri-State Auction Co., Inc. HTML 106K 57: EX-3.55 Certificate of Formation of Adesa Phoenix, LLC HTML 63K 58: EX-3.56 Amended and Restated Operating Agreement for Adesa HTML 122K Phoenix, LLC, as Amended 59: EX-3.57 Certificate of Incorporation of Axle Holdings, HTML 68K Inc., as Amended 60: EX-3.58 By-Laws of Axle Holdings, Inc. HTML 159K 61: EX-3.59 Articles of Organization of Adesa San Diego, LLC HTML 76K 8: EX-3.6 Operating Agreement for Adesa Corporation, LLC, as HTML 120K Amended 62: EX-3.60 Amended and Restated Operating Agreement for Adesa HTML 119K San Diego, LLC, as Amended 63: EX-3.61 Articles of Organization of Adesa-South Florida, HTML 62K LLC 64: EX-3.62 Amended and Restated Operating Agreement for HTML 115K Adesa-South Florida, LLC 65: EX-3.63 Articles of Organization of Adesa Southern HTML 72K Indiana, LLC 66: EX-3.64 Operating Agreement for Adesa Southern Indiana, HTML 132K LLC, as Amended 67: EX-3.65 Articles of Incorporation of Adesa Texas, Inc. HTML 82K 68: EX-3.66 Amended and Restated Code of By-Laws of Adesa HTML 109K Texas, Inc. 69: EX-3.67 Articles of Organization of Adesa Virginia, LLC HTML 71K 70: EX-3.68 Operating Agreement for Adesa Virginia, LLC, as HTML 122K Amended 71: EX-3.69 Certificate of Formation of Adesa Washington, LLC HTML 92K 9: EX-3.7 Articles of Incorporation of A.D.E. of Ark-La-Tex, HTML 74K Inc. 72: EX-3.70 Operating Agreement for Adesa Washington, LLC, as HTML 130K Amended 73: EX-3.71 Articles of Organization of Adesa Wisconsin, LLC HTML 103K 74: EX-3.72 Operating Agreement for Adesa Wisconsin, LLC, as HTML 129K Amended 75: EX-3.73 Articles of Organization of Afc Cal, LLC HTML 69K 76: EX-3.74 Amended and Restated Operating Agreement for Afc HTML 93K Cal, LLC 77: EX-3.75 Restated Certificate of Limited Partnership of HTML 141K Asset Holdings Iii, L.P. 78: EX-3.76 Amended and Restated Partnership Agreement for HTML 231K Asset Holdings Iii, L.P. 79: EX-3.77 Certificate of Organization of Auto Dealers HTML 100K Exchange of Concord, LLC 80: EX-3.78 Operating Agreement for Auto Dealers Exchange of HTML 132K Concord, LLC, as Amended 81: EX-3.79 Articles of Organization of Auto Dealers Exchange HTML 99K of Memphis, LLC 10: EX-3.8 Amended and Restated Code of By-Laws of A.D.E. of HTML 109K Ark-La-Tex, Inc. 82: EX-3.80 Operating Agreement for Auto Dealers Exchange of HTML 133K Memphis, LLC, as Amended 83: EX-3.81 Articles of Organization of Automotive Finance HTML 72K Consumer Division, LLC 84: EX-3.82 Operating Agreement for Automotive Finance HTML 115K Consumer Division, LLC 85: EX-3.83 Articles of Amend. and Restate. of Articles of HTML 106K Inc. of Automotive Finance Corp. 86: EX-3.84 Amended and Restated Code of By-Laws of Automotive HTML 80K Finance Corporation 87: EX-3.85 Articles of Incorporation of Automotive Recovery HTML 90K Services, Inc. 88: EX-3.86 Amended and Restated Code of By-Laws of Automotive HTML 108K Recovery Services, Inc. 89: EX-3.87 Articles of Incorporation of Autovin, Inc. HTML 70K 90: EX-3.88 Amended and Restated Code of By-Laws of Autovin, HTML 108K Inc. 91: EX-3.89 Articles of Incorporation of Par, Inc. HTML 96K 11: EX-3.9 Articles of Organization of A.D.E. of Knoxville, HTML 80K LLC 92: EX-3.90 Amended and Restated Code of By-Laws of Par, Inc. HTML 109K 93: EX-3.91 Articles of Incorporation of Insurance Auto HTML 251K Auctions, Inc. 94: EX-3.92 By-Laws of Insurance Auto Auctions, Inc. HTML 151K 95: EX-3.93 Articles of Incorporation of Insurance Auto HTML 107K Auctions Corp. 96: EX-3.94 By-Laws of Insurance Auto Auctions Corp. HTML 98K 97: EX-3.95 Certificate of Incorporation of Iaa Acquisition HTML 65K Corp. 98: EX-3.96 By-Laws of Iaa Acquisition Corp. HTML 107K 99: EX-3.97 Articles of Incorporation of Iaa Services, Inc. HTML 94K 100: EX-3.98 By-Laws of Iaa Services, Inc. HTML 101K 101: EX-3.99 Articles of Incorporation of Auto Disposal HTML 83K Systems, Inc., as Amended 113: EX-4.1 Indenture (Floating Rate Senior Notes) HTML 701K 122: EX-4.10 Second Supplemental Indenture (Fixed Rate Senior HTML 75K Notes) 123: EX-4.11 Second Supplemental Indenture (Senior Subordinated HTML 76K Notes) 114: EX-4.2 Indenture (Fixed Rate Senior Notes) HTML 690K 115: EX-4.3 Indenture (Senior Subordinated Notes) HTML 757K 116: EX-4.4 Supplemental Indenture (Floating Rate Senior HTML 81K Notes) 117: EX-4.5 Supplemental Indenture (Fixed Rate Senior Notes) HTML 81K 118: EX-4.6 Supplemental Indenture (Senior Subordinated Notes) HTML 81K 119: EX-4.7 Exchange and Registration Rights Agreement HTML 252K 120: EX-4.8 Registration Rights Agreement HTML 178K 121: EX-4.9 Second Supplemental Indenture (Floating Rate HTML 75K Senior Notes) 124: EX-5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom HTML 99K LLP 125: EX-10.1 Guarantee and Collateral Agreement HTML 287K 132: EX-10.10 Form of Conversion Stock Option Agreement HTML 93K 133: EX-10.11 Form of Amendment to Conversion Stock Option HTML 66K Agreement 134: EX-10.12 Form of Rollover Stock Option Agreement HTML 101K 135: EX-10.13 Form of Conversion Agreement HTML 90K 136: EX-10.14 Stock Incentive Plan of Kar Holdings, Inc. HTML 109K 137: EX-10.15 Form of Nonqualified Stock Option Agreement HTML 97K 138: EX-10.16 Employment Agreement (John Nordin) HTML 105K 139: EX-10.17 Amendment to Employment Agreement (John Nordin) HTML 62K 140: EX-10.18 Financial Advisory Agreement (Goldman, Sachs & HTML 68K Co.) 141: EX-10.19 Financial Advisory Agreement (Valueact Capital HTML 69K Master Fund, L.P.) 126: EX-10.2 Credit Agreement HTML 611K 142: EX-10.20 Financial Advisory Agreement (Pcap, L.P.) HTML 69K 143: EX-10.21 2007 Incentive Plan Executive Management of HTML 69K Insurance Auto Auctions, Inc. 144: EX-10.22 Amended and Restated Employment Agreement (Thomas HTML 104K C. O'Brien) 145: EX-10.23 Limited Liability Company Agreement of Kar HTML 78K Holdings Ii, LLC 146: EX-10.24 Amended and Restated Limited Liability Company HTML 338K Agm'T of Axle Holdings Ii, LLC 147: EX-10.25 Amendment to Amend & Rest. Limited Liability Co. HTML 65K Agm'T of Axle Holdings Ii, LLC 148: EX-10.26 First Amend. to Amend & Rest. Ltd. Liability Co. HTML 69K Agm'T of Axle Holdings Ii, LLC 149: EX-10.27 2007 Annual Incentive Program for Kar Holdings HTML 71K 150: EX-10.28 Tax Sharing Agreement HTML 168K 151: EX-10.29 Trust Indenture HTML 311K 127: EX-10.3 Assumption Agreement HTML 108K 152: EX-10.30 Bond Purchase Agreement HTML 152K 153: EX-10.31 Lease Agreement HTML 272K 154: EX-10.32 Amended and Restated Purchase and Sale Agreement HTML 239K 155: EX-10.33 Amendment No. 1 to Amended and Restated Purchase HTML 75K and Sale Agreement 156: EX-10.34 Amendment No. 2 to Amended and Restated Purchase HTML 70K and Sale Agreement 157: EX-10.35 Amendment No. 3 to Amended and Restated Purchase HTML 72K and Sale Agreement 158: EX-10.36 Third Amended and Restated Receivables Purchase HTML 865K Agreement 128: EX-10.4 Intellectual Property Security Agreement HTML 127K 129: EX-10.5 Shareholders Agreement HTML 193K 130: EX-10.8 Financial Advisory Agreement (Kelso & Company, HTML 70K L.P.) 131: EX-10.9 Conversion Option Plan of Kar Holdings, Inc. HTML 105K 159: EX-12.1 Statement of Computation of Ratio of Earnings to HTML 103K Fixed Charges 160: EX-21.1 Subsidiaries of Kar Holdings, Inc. HTML 81K 161: EX-23.1 Consent of Kpmg LLP HTML 60K 162: EX-23.2 Consent of Pricewaterhousecoopers LLP HTML 58K 163: EX-25.1 Form T-1 (Floating Rate Senior Notes) HTML 132K 164: EX-25.2 Form T-1 (Fixed Rate Senior Notes) HTML 130K 165: EX-25.3 Form T-1 (Senior Subordinated Notes) HTML 130K 166: EX-99.1 Form of Letter to Clients HTML 71K 167: EX-99.2 Form of Letter to Brokers, Dealers HTML 66K
Financial Advisory Agreement (Goldman, Sachs & Co.) |
Exhibit 10.18
KAR Holdings, Inc.
c/o Kelso & Company, L.P.
320 Park Avenue, 24th Floor
Goldman, Sachs & Co.
85 Broad Street
Ladies and Gentlemen:
KAR Holdings, Inc. (the “Company”) hereby agrees to retain you, Goldman, Sachs & Co. (“Goldman”), and any of your affiliates or designees (collectively, with Goldman, the “Goldman 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 ADESA, Inc. (“ADESA”), the Company, KAR Holdings II, LLC and KAR Acquisition, Inc., dated as of December 22, 2006 (the “Merger Agreement”)) for a term ending on the date on which Goldman and its affiliates or any private equity funds managed by Goldman cease to own, directly or indirectly, any equity interests 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 or any of its Subsidiaries, if deemed advisable by the Board of Directors of the Company, (ii) assisting the Company and its Subsidiaries in their 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 Goldman Group’s providing the foregoing services (other than the Transaction Services), the Company will, or will cause one of its Subsidiaries, to pay Goldman (i) a fee of $12,054,796.70 in cash, which amount shall be paid substantially concurrently with the consummation of the merger of KAR Acquisition, Inc. with and into ADESA pursuant to the terms of the Merger Agreement (the “Merger”), and (ii) an annual advisory fee of $1,034,528.06, 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 Goldman Group or any private equity funds managed by Goldman invests, directly or indirectly, 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 Goldman will negotiate in good faith to effect a mutually acceptable increase to such advisory fee. In consideration of the Goldman Group’s providing Transaction Services, the Company will pay Goldman a fee to be agreed between the Company and Goldman. The Company shall reimburse Goldman promptly for the Goldman Group’s out-of-pocket costs and expenses incurred in connection with any investment by the Goldman Group or any private equity fund managed by Goldman, directly or indirectly, in the Company or any of its affiliates, whether made on or after the Closing Date, including any investment in connection with the
transactions contemplated by the Merger Agreement (the “Acquisition”) and including in connection with any sale or transfer, directly or indirectly, of its equity interests in the Company or any affiliates. Such costs and expenses shall include, but not be limited to, those incurred by the Goldman Group in the course of monitoring its investment in the Company and performing Goldman’s duties (including, without limitation, Transaction Services) hereunder.
The Company will indemnify each member of the Goldman Group and any private equity fund managed by Goldman that invest in the equity of the Company, 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 such indemnitee’s investment in the Acquisition, or out of any services rendered by the Goldman Group hereunder and/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 Goldman’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.
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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, | ||
KAR HOLDINGS, INC. | ||
By: | /s/ Church M. Moore | |
Name: | Church M. Moore | |
Title: | Vice President |
Agreed and accepted: | ||
GOLDMAN, SACHS & CO. | ||
By: | /s/ Philip Grovit | |
Name: | Philip Grovit | |
Title: | Managing Director |
This ‘S-4’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed as of: | 1/25/08 | |||
Filed on: | 1/24/08 | |||
4/20/07 | 10-K/A, 15-12B, 4 | |||
12/22/06 | 8-K, DEFA14A | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 OPENLANE, Inc. 10-K 12/31/23 112:14M 11/02/23 OPENLANE, Inc. 10-Q 9/30/23 68:7.4M 8/03/23 OPENLANE, Inc. 10-Q 6/30/23 66:7.3M 5/03/23 OPENLANE, Inc. 10-Q 3/31/23 60:6.8M 3/22/23 OPENLANE, Inc. 10-Q/A 9/30/22 62:7.2M 3/22/23 OPENLANE, Inc. 10-Q/A 6/30/22 61:7M 3/22/23 OPENLANE, Inc. 10-Q/A 3/31/22 61:6.1M 3/09/23 OPENLANE, Inc. 10-K 12/31/22 111:15M 11/02/22 OPENLANE, Inc. 10-Q 9/30/22 62:9.3M 8/03/22 OPENLANE, Inc. 10-Q 6/30/22 58:7.4M 5/04/22 OPENLANE, Inc. 10-Q 3/31/22 59:6.4M 2/23/22 OPENLANE, Inc. 10-K 12/31/21 110:15M 11/03/21 OPENLANE, Inc. 10-Q 9/30/21 57:6.9M 8/04/21 OPENLANE, Inc. 10-Q 6/30/21 55:6.8M 5/05/21 OPENLANE, Inc. 10-Q 3/31/21 57:5.6M 2/18/21 OPENLANE, Inc. 10-K 12/31/20 105:14M 11/04/20 OPENLANE, Inc. 10-Q 9/30/20 68:9.7M 8/05/20 OPENLANE, Inc. 10-Q 6/30/20 67:8.8M |