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KAR Auction Services, Inc. – ‘10-Q’ for 3/31/16 – ‘EX-10.15B’

On:  Wednesday, 5/4/16, at 4:16pm ET   ·   For:  3/31/16   ·   Accession #:  1395942-16-292   ·   File #:  1-34568

Previous ‘10-Q’:  ‘10-Q’ on 11/5/15 for 9/30/15   ·   Next:  ‘10-Q’ on 8/3/16 for 6/30/16   ·   Latest:  ‘10-Q’ on 5/2/24 for 3/31/24

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

 5/04/16  KAR Auction Services, Inc.        10-Q        3/31/16   57:5.9M

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Form 10-Q - March 31, 2016                          HTML    615K 
 2: EX-2.1B     Exhibit 2.1B - 1st Amendment to Apa                 HTML     53K 
 3: EX-10.13    Exhibit 10.13 - Kar Aip Summary of Terms 2016       HTML     36K 
 4: EX-10.15B   Exhibit 10.15B - Amendment No. 1 to 6th A&R Rpa     HTML     46K 
 5: EX-31.1     Exhibit 31.1 - CEO Sox 302 Certification            HTML     24K 
 6: EX-31.2     Exhibit 31.2 - CFO Sox 302 Certification            HTML     24K 
 7: EX-32.1     Exhibit 32.1 - CEO Sox 906 Certification            HTML     19K 
 8: EX-32.2     Exhibit 32.2 - CFO Sox 906 Certification            HTML     19K 
15: R1          Document and Entity Information                     HTML     38K 
16: R2          Consolidated Statements of Income                   HTML     66K 
17: R3          Consolidated Statements of Comprehensive Income     HTML     28K 
18: R4          Consolidated Balance Sheets                         HTML    117K 
19: R5          Consolidated Balance Sheets (Parenthetical)         HTML     46K 
20: R6          Consolidated Statements of Stockholders' Equity     HTML     60K 
21: R7          Consolidated Statements of Stockholders' Equity     HTML     18K 
                (Parenthetical)                                                  
22: R8          Consolidated Statements of Cash Flows               HTML    117K 
23: R9          Basis of Presentation and Nature of Operations      HTML     52K 
24: R10         Acquisitions                                        HTML     26K 
25: R11         Stock and Stock-Based Compensation Plans            HTML     37K 
26: R12         Net Income Per Share                                HTML     37K 
27: R13         Finance Receivables and Obligations Collateralized  HTML     59K 
                by Finance Receivables                                           
28: R14         Long-Term Debt                                      HTML     65K 
29: R15         Derivatives                                         HTML     47K 
30: R16         Commitments and Contingencies                       HTML     22K 
31: R17         Accumulated Other Comprehensive Income (Loss)       HTML     29K 
32: R18         Segment Information                                 HTML    135K 
33: R19         Basis of Presentation and Nature of Operations      HTML     46K 
                Accounting Policies (Policies)                                   
34: R20         Basis of Presentation and Nature of Operations      HTML     32K 
                (Tables)                                                         
35: R21         Stock and Stock-Based Compensation Plans (Tables)   HTML     28K 
36: R22         Net Income Per Share (Tables)                       HTML     32K 
37: R23         Finance Receivables and Obligations Collateralized  HTML     53K 
                by Finance Receivables (Tables)                                  
38: R24         Long-Term Debt (Tables)                             HTML     53K 
39: R25         Derivatives (Tables)                                HTML     38K 
40: R26         Accumulated Other Comprehensive Income (Loss)       HTML     26K 
                (Tables)                                                         
41: R27         Segment Information (Tables)                        HTML    130K 
42: R28         Basis of Presentation and Nature of Operations      HTML     66K 
                (Details)                                                        
43: R29         Acquisitions (Details)                              HTML     29K 
44: R30         Stock and Stock-Based Compensation Plan Summary     HTML     46K 
                (Details)                                                        
45: R31         Share Repurchase Plan (Details)                     HTML     39K 
46: R32         Net Income Per Share (Details)                      HTML     49K 
47: R33         Finance Receivables and Obligations Collateralized  HTML     65K 
                by Finance Receivables (Details)                                 
48: R34         Long-Term Debt Summary (Details)                    HTML     53K 
49: R35         Credit Facilities (Details)                         HTML     97K 
50: R36         Derivatives (Details)                               HTML     47K 
51: R37         Derivatives (Details 2)                             HTML     22K 
52: R38         Commitments and Contingencies (Details)             HTML     18K 
53: R39         Accumulated Other Comprehensive Income (Loss)       HTML     30K 
                (Details)                                                        
54: R40         Segment Information (Details)                       HTML     97K 
56: XML         IDEA XML File -- Filing Summary                      XML     91K 
55: EXCEL       IDEA Workbook of Financial Reports                  XLSX     51K 
 9: EX-101.INS  XBRL Instance -- kar-20160331                        XML   1.19M 
11: EX-101.CAL  XBRL Calculations -- kar-20160331_cal                XML    149K 
12: EX-101.DEF  XBRL Definitions -- kar-20160331_def                 XML    389K 
13: EX-101.LAB  XBRL Labels -- kar-20160331_lab                      XML   1.02M 
14: EX-101.PRE  XBRL Presentations -- kar-20160331_pre               XML    609K 
10: EX-101.SCH  XBRL Schema -- kar-20160331                          XSD    111K 
57: ZIP         XBRL Zipped Folder -- 0001395942-16-000292-xbrl      Zip    142K

‘EX-10.15B’   —   Exhibit 10.15B – Amendment No. 1 to 6th A&R Rpa

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

 <!   C:   C: 
  Exhibit  
EXHIBIT 10.15b
EXECUTION VERSION

Portions of this Exhibit have been omitted based upon a request for confidential treatment. This Exhibit, including the non-public information, has been filed separately with the Securities and Exchange Commission. "[*]" designates portions of this document that have been redacted pursuant to the request for confidential treatment filed with the Securities and Exchange Commission.



AMENDMENT NO. 1 TO SIXTH AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 to SIXTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of March 2, 2016, is entered into among AFC FUNDING CORPORATION, an Indiana corporation (the “Seller”), AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the “Servicer”), FAIRWAY FINANCE COMPANY, LLC, as a Purchaser, CHARIOT FUNDING LLC, as a Purchaser, DEUTSCHE BANK AG, NEW YORK BRANCH, as a Purchaser and as Purchaser Agent for itself, FIFTH THIRD BANK, as a Purchaser and as Purchaser Agent for itself, JPMORGAN CHASE BANK, N.A., as a Purchaser Agent for Chariot Funding LLC, BMO CAPITAL MARKETS CORP., as Purchaser Agent for Fairway Finance Company, LLC, and BANK OF MONTREAL, as the initial agent (the “Agent”).
R E C I T A L S
A.    The Seller, the Servicer, the Purchasers, the Purchaser Agents, and the Agent are parties to that certain Sixth Amended and Restated Receivables Purchase Agreement dated as of June 16, 2015 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Agreement”).
B.    Pursuant to and in accordance with Section 6.1 of the Agreement, the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Agent desire to amend the Agreement as hereinafter set forth.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.Certain Defined Terms. Capitalized terms which are used herein without definition and that are defined in the Agreement shall have the same meanings herein as in the Agreement.
2.    Amendment to Agreement. The Agreement is amended as follows:
2.1    The definition of “Maximum Amount” in Exhibit I to the Agreement is hereby amended in its entirety to read as follows:
“Maximum Amount” means the lesser of (i) $1,250,000,000 or (ii) the sum of the Maximum Commitments of all Purchasers.
2.2    The Maximum Commitment listed on the signature page to the Agreement for [*] is hereby amended by deleting the phrase “[*]” and inserting in lieu thereof “[*]”.


 
 
 


3.    Adjustments. On the date hereof, the Seller shall make purchases from the Purchasers and repayments of Investment on a non-pro rata basis to reflect the amendments made hereby, such that after giving effect thereto the Investment of each Purchaser Group is the same percentage of its Maximum Commitment, as reflected on the attached Purchase Request.
4.    Representations and Warranties. Each of the Seller and the Servicer hereby represents and warrants to the Agent, the Purchasers and the Purchaser Agents as follows:
(a)    Representations and Warranties. The representations and warranties of such Person contained in Exhibit III and Exhibit VII to the Agreement are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations and warranties were true and correct as of such earlier date).
(b)    Enforceability. The execution and delivery by such Person of this Amendment, and the performance of its obligations under this Amendment and the Agreement, as amended hereby, are within its corporate powers and have been duly authorized by all necessary corporate action on its part. This Amendment and the Agreement, as amended hereby, are its valid and legally binding obligations, enforceable in accordance with its terms.
(c)    Termination Event. No Termination Event or Unmatured Termination Event has occurred and is continuing.
5.    Effectiveness. This Amendment shall become effective upon (i) the receipt by the Agent of each of the counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the parties hereto, (ii) the receipt by [*] of its upfront fee payable under the fee letter and (iii) receipt by the Purchaser Agents of a corporate opinion for the Seller in form and substance acceptable to them.
6.    Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement (or in any other Transaction Document) to “the Receivables Purchase Agreement,” “this Agreement,” “hereof,” “herein” or words of similar effect, in each case referring to the Agreement, shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as set forth herein.
7.    Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

2
 
 


8.    Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of Indiana without reference to conflict of laws principles.
9.    Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Agreement or any provision hereof or thereof.
10.    Reaffirmation of Performance Guaranty. By signing below, KAR Auction Services, Inc. reaffirms its obligations under the Performance Guaranty after giving effect to this Amendment.
[SIGNATURE PAGES FOLLOW]



3
 
 



IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
AFC FUNDING CORPORATION, as Seller
 

By: /s/ James E. Money II    
Name: James E. Money, II
Title: Chief Financial Officer & Treasurer



AUTOMOTIVE FINANCE CORPORATION,
as Servicer
By: /s/ James E. Money II    
Name: James E. Money, II
Title: Chief Financial Officer & Treasurer




























S-1

 
 
AFC
Amendment No. 1 to Sixth A&R RPA
 



FAIRWAY FINANCE COMPANY, LLC, as a Purchaser
By: /s/ April Grosso    
Name: April Grosso
Title: Vice President



BMO CAPITAL MARKETS CORP., as Purchaser
Agent for Fairway Finance Company, LLC



By: /s/ John Pappano    
Name: John Pappano
Title: Managing Director






























S-2

 
 
AFC
Amendment No. 1 to Sixth A&R RPA
 



BANK OF MONTREAL, as Agent



By: /s/ Christopher L. Clark    
Name: Christopher L. Clark
Title: Vice President
 










































S-3

 
 
AFC
Amendment No. 1 to Sixth A&R RPA
 



DEUTSCHE BANK AG, NEW YORK BRANCH, as Purchaser and Purchaser Agent for itself
By: /s/ Daniel Gerber    
Name: Daniel Gerber
Title: Director



By: /s/ Robert Sheldon    
Name: Robert Sheldon
Title: Managing Director






























S-4

 
 
AFC
Amendment No. 1 to Sixth A&R RPA
 



FIFTH THIRD BANK, as Purchaser and as Purchaser Agent for itself


By: /s/ Andrew D. Jones    
Name: Andrew D. Jones
Title: Director


JPMORGAN CHASE BANK N.A., as Purchaser Agent for Chariot Funding LLC


By: /s/ Elizabeth A. Slawin    
Name: Elizabeth A. Slawin
Title: Vice President


CHARIOT FUNDING LLC, as a Purchaser

By: JPMorgan Chase Bank, N.A., its attorney-in-
fact


By: /s/ Elizabeth A. Slawin    
Name: Elizabeth A. Slawin
Title: Vice President






Acknowledged and Agreed:

KAR AUCTION SERVICES, INC.,
as provider of the Performance Guaranty



By: /s/ Eric M. Loughmiller_____________________________
Name: Eric M. Loughmiller
Title: Executive Vice President and Chief Financial Officer

S-5

 
 
AFC
Amendment No. 1 to Sixth A&R RPA
 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:5/4/16
For Period end:3/31/16PRE 14A
3/2/168-K
6/16/154
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Filing Submission 0001395942-16-000292   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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