SEC Info - KAR Auction Services, Inc. - ‘10-Q’ for 3/31/17

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KAR Auction Services, Inc. – ‘10-Q’ for 3/31/17 – ‘EX-10.16B’

On: Wednesday, 5/10/17, at 4:17pm ET · For: 3/31/17 · Accession #: 1395942-17-74 · File #: 1-34568

  As Of               Filer                 Filing    For·On·As Docs:Size

 5/10/17  KAR Auction Services, Inc.        10-Q        3/31/17   56:5.7M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        10-Q - March 31, 2017                               HTML    634K 
 2: EX-10.16B   Exhibit 10.16B - Amndmnt 1 to 4th A&R Canadian Rpa  HTML     38K 
 3: EX-31.1     Exhibit 31.1 - CEO Sox 302 Certification            HTML     24K 
 4: EX-31.2     Exhibit 31.2 - CFO Sox 302 Certification            HTML     24K 
 5: EX-32.1     Exhibit 32.1 - CEO Sox 906 Certification            HTML     18K 
 6: EX-32.2     Exhibit 32.2 - CFO Sox 906 Certification            HTML     18K 
13: R1          Document and Entity Information                     HTML     38K 
14: R2          Consolidated Statements of Income                   HTML     65K 
15: R3          Consolidated Statements of Comprehensive Income     HTML     27K 
16: R4          Consolidated Balance Sheets                         HTML    121K 
17: R5          Consolidated Balance Sheets (Parenthetical)         HTML     43K 
18: R6          Consolidated Statements of Stockholders' Equity     HTML     56K 
19: R7          Consolidated Statements of Stockholders' Equity     HTML     17K 
                (Parenthetical)                                                  
20: R8          Consolidated Statements of Cash Flows               HTML    114K 
21: R9          Basis of Presentation and Nature of Operations      HTML     49K 
22: R10         Stock and Stock-Based Compensation Plans            HTML     35K 
23: R11         Net Income Per Share                                HTML     38K 
24: R12         Equity Method Investment                            HTML     22K 
25: R13         Finance Receivables and Obligations Collateralized  HTML     57K 
                by Finance Receivables                                           
26: R14         Long-Term Debt                                      HTML     53K 
27: R15         Derivatives                                         HTML     52K 
28: R16         Commitments and Contingencies                       HTML     22K 
29: R17         Accumulated Other Comprehensive Income (Loss)       HTML     29K 
30: R18         Segment Information                                 HTML    134K 
31: R19         Subsequent Event                                    HTML     19K 
32: R20         Basis of Presentation and Nature of Operations      HTML     43K 
                Accounting Policies (Policies)                                   
33: R21         Stock and Stock-Based Compensation Plans (Tables)   HTML     28K 
34: R22         Net Income Per Share (Tables)                       HTML     33K 
35: R23         Finance Receivables and Obligations Collateralized  HTML     52K 
                by Finance Receivables (Tables)                                  
36: R24         Long-Term Debt (Tables)                             HTML     47K 
37: R25         Derivatives (Tables)                                HTML     42K 
38: R26         Accumulated Other Comprehensive Income (Loss)       HTML     26K 
                (Tables)                                                         
39: R27         Segment Information (Tables)                        HTML    129K 
40: R28         Basis of Presentation and Nature of Operations      HTML     61K 
                (Details)                                                        
41: R29         Stock and Stock-Based Compensation Plan Summary     HTML     41K 
                (Details)                                                        
42: R30         Share Repurchase Plan (Details)                     HTML     30K 
43: R31         Net Income Per Share (Details)                      HTML     48K 
44: R32         Equity Method Investment (Details)                  HTML     39K 
45: R33         Finance Receivables and Obligations Collateralized  HTML     61K 
                by Finance Receivables (Details)                                 
46: R34         Long-Term Debt Summary (Details)                    HTML     45K 
47: R35         Credit Facilities (Details)                         HTML     50K 
48: R36         Derivatives (Details)                               HTML     56K 
49: R37         Derivatives (Details 2)                             HTML     24K 
50: R38         Commitments and Contingencies (Details)             HTML     18K 
51: R39         Accumulated Other Comprehensive Income (Loss)       HTML     29K 
                (Details)                                                        
52: R40         Segment Information (Details)                       HTML     96K 
53: R41         Subsequent Event (Details)                          HTML     21K 
55: XML         IDEA XML File -- Filing Summary                      XML     93K 
54: EXCEL       IDEA Workbook of Financial Reports                  XLSX     53K 
 7: EX-101.INS  XBRL Instance -- kar-20170331                        XML   1.13M 
 9: EX-101.CAL  XBRL Calculations -- kar-20170331_cal                XML    152K 
10: EX-101.DEF  XBRL Definitions -- kar-20170331_def                 XML    387K 
11: EX-101.LAB  XBRL Labels -- kar-20170331_lab                      XML   1.00M 
12: EX-101.PRE  XBRL Presentations -- kar-20170331_pre               XML    609K 
 8: EX-101.SCH  XBRL Schema -- kar-20170331                          XSD    108K 
56: ZIP         XBRL Zipped Folder -- 0001395942-17-000074-xbrl      Zip    140K

‘EX-10.16B’ — Exhibit 10.16B – Amndmnt 1 to 4th A&R Canadian Rpa

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

EXHIBIT 10.16b

Execution Copy

AMENDING AGREEMENT NO. 1 TO FOURTH AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT

THIS AGREEMENT made as of the 30th day of January, 2017,

B E T W E E N:

AUTOMOTIVE FINANCE CANADA INC.,
a corporation incorporated under the laws of the Province of Ontario,

(hereinafter called the "Seller" and the "Servicer"),

- and -

KAR AUCTION SERVICES, INC.,
a corporation incorporated under the laws of Delaware,

(hereinafter called "KAR"),

- and -

BNY TRUST COMPANY OF CANADA,
a trust company incorporated under the laws of Canada licensed to carry on business as a trustee in each of the provinces of Canada, in its capacity as trustee of PRECISION TRUST, a trust established pursuant to the laws of the Province of Ontario, without personal liability, as purchaser,

(in such capacity, hereinafter called the "Purchaser").

WHEREAS the Seller, KAR and the Purchaser entered into a fourth amended and restated receivables purchase agreement dated as of December 20, 2016 (as amended, the "RPA");

AND WHEREAS, in accordance with the terms of Section 10.4 of the RPA, the Seller, KAR and the Purchaser wish to amend the RPA in the manner set out in this amending agreement (the "Agreement");

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and covenants and agreements of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties hereby covenant and agree as follows:


1.	Interpretation


1.1	All words and expressions defined in the RPA and not otherwise defined in this Agreement (including the recitals hereto) shall have the respective meanings given to them in the RPA.

WSLEGAL\047083\00034\17413320v7


2.	Amendments to the RPA


2.1	Section 1.1 of the RPA is hereby amended as follows:


(a)	the defined term "DBRS" is deleted in its entirety;


(b)	the defined term "Eligible Deposit Account" is deleted in its entirety and the following is substituted therefor:

""Eligible Deposit Account" means either (a) a deposit account with an Eligible Institution, or (b) a segregated trust account with the corporate trust department of a depositary institution organized under the laws of Canada or a province thereof and authorized to act as a trustee for funds deposited in such account, so long as any of the securities of such depositary institution shall have a credit rating from Moody's in one or more of its generic credit rating categories which signifies investment grade;";


(c)	the defined term "Eligible Institution" is deleted in its entirety and the following is substituted therefor:

""Eligible Institution" means a depositary institution which (x) at all times (a) has either (i) a long-term unsecured debt rating not lower than A2 by Moody’s, or (ii) a short-term rating not lower than P-1 by Moody’s, or (b) has its obligations with respect to the relevant matter guaranteed by an institution with the ratings referred to in (a), or (y) has been approved in writing by Moody’s;";


(d)	the defined term “Eligible Investments” is deleted in its entirety and the following is substituted therefor:

""Eligible Investments" means, at any particular date, book-based securities, negotiable instruments or securities, in each case maturing not later than the Business Day preceding the next succeeding Remittance Date after such date represented by instruments in bearer or registered form which evidence any of:


(a)	direct obligations of, or obligations fully guaranteed as to the timely payment of principal and interest by, the Government of Canada or the government of British Columbia, Alberta or Ontario, provided any such government is rated not less than P-1 by Moody’s;


(b)	any security having a rating of at least P-1 by Moody’s, but for greater certainty, excluding any security that is extendable by its terms;


(c)	any other class of investments approved in writing by Moody’s and the Trust (other than those set out in (a) and (b) above); and


(d)	without limiting the generality of the foregoing, if qualified under (b) or (c) above, securities of the Bank of Montreal and any Affiliate

WSLEGAL\047083\00034\17413320v7 - 2 -

thereof may be considered Eligible Investments for the purposes of this definition;"; and


(e)	the following defined term "Legal Final Maturity Date" is added to the RPA in its entirety:

""Legal Final Maturity Date" means the first Settlement Date on or after the date that is two years after the Termination Date;".


2.2	The following Section 2.18 is added to the RPA in its entirety:

"2.18 Location of Cash Reserve Account and Collection Account.

If at anytime the Bank of Montreal (or any subsequent Eligible Institution) ceases to be an Eligible Institution, the Servicer (on the Seller's behalf) shall promptly establish a new Cash Reserve Account and a new Collection Account at a financial institution which is an Eligible Institution and transfer all amounts on deposit in such accounts at the Bank of Montreal (or any subsequent Eligible Institution) to such new accounts at such financial institution, until such time as the Bank of Montreal (or any subsequent Eligible Institution) meets the Eligible Institution requirements."


2.3	The following Section 2.19 is added to the RPA in its entirety:

"2.19 Legal Final Maturity Date

All obligations of the Seller hereunder shall be due and payable in full on the Legal Final Maturity Date (unless due and payable earlier than such date in accordance with the provisions hereof)."


2.4	Section 10.4 of the RPA is hereby amended by adding the following section at the end of said Section 10.4:

"Other than an amendment to extend the Termination Date, no amendment shall be effective unless the Trust shall have received written confirmation by Moody’s, to the extent Moody’s is then rating the credit exposure to the Purchaser under the Agreement, that such amendment shall not cause such ratings to be downgraded or withdrawn.".


3.	Other Documents


3.1	Any reference to the RPA made in any documents delivered pursuant thereto or in connection therewith shall be deemed to refer to the RPA as amended, extended, modified, renewed or supplemented from time to time, unless the context otherwise requires.


4.	Miscellaneous


4.1	As amended by this Agreement, the RPA is in all respects ratified and confirmed and continues in full force and effect, and the RPA as amended by this Agreement shall be read, taken and construed as one and the same instrument.

WSLEGAL\047083\00034\17413320v7 - 3 -


4.2	This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.


4.3	This Agreement may be executed in one or more counterparts each of which shall be deemed an original and all of which when, taken together, shall constitute one and the same instrument.


4.4	This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.

[Signature page follows]

WSLEGAL\047083\00034\17413320v7 - 4 -

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



AUTOMOTIVE FINANCE CANADA INC.


By:	/s/ *Amy Wirges*
	Name: Amy Wirges Title: Vice President of Finance & Treasurer



KAR AUCTION SERVICES, INC.


By:	/s/ *Eric M. Loughmiller*
	Name: Eric M. Loughmiller Title: Exec Vice President & CFO



BNY TRUST COMPANY OF CANADA, in its capacity as trustee of PRECISION TRUST, without personal liability, by its Securitization Agent BMO NESBITT BURNS INC.


By:	/s/ *John Vidinovski*
	Name: John Vidinovski Title: Managing Director
By:	/s/ *Kevin Brown*
	Name: Kevin Brown Title: Director

[Signature Page to Amending Agreement #1 to RPA]

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	5/10/17	4
For Period end:	3/31/17
	12/20/16	4, 8-K
		List all Filings

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/05/20  OPENLANE, Inc.                    10-Q        6/30/20   67:8.8M

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Filing Submission 0001395942-17-000074 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)