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KAR Auction Services, Inc. – ‘10-K’ for 12/31/18 – ‘EX-10.16C’

On:  Thursday, 2/21/19, at 11:03am ET   ·   For:  12/31/18   ·   Accession #:  1395942-19-16   ·   File #:  1-34568

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

 2/21/19  KAR Auction Services, Inc.        10-K       12/31/18  104:14M

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        10-K - 2018 Form 10-K                               HTML   1.52M 
 3: EX-10.13    Exhibit 10.13 - Kar Aip Summary of Terms 2019       HTML     45K 
 4: EX-10.15    Material Contract                                   HTML    538K 
 6: EX-10.16C   Exhibit 10.16C - Amending Agreement No. 2 to 4th    HTML     50K 
                Canadian A&R Rpa                                                 
 5: EX-10.35    Exhibit 10.35 - Form of 2019 Rsu Award Agreement    HTML     52K 
                for Section 16                                                   
 7: EX-10.5C    Exhibit 10.5C - Amendment No. 2 to Employment       HTML     39K 
                Agreement - Gottwald                                             
 2: EX-10.7     Exhibit 10.7 - Employment Agreement - John Hammer   HTML     66K 
 8: EX-10.9C    Exhibit 10.9C - Amendment No. 2 to Employment       HTML     38K 
                Agreement - Kelly                                                
 9: EX-21.1     Exhibit 21.1 - List of Subsidiaries                 HTML     63K 
10: EX-23.1     Exhibit 23.1 - Consent of Independent Registered    HTML     29K 
                Public Accounting Firm                                           
11: EX-31.1     Exhibit 31.1 - CEO Sox 302 Certification            HTML     33K 
12: EX-31.2     Exhibit 31.2 - CFO Sox 302 Certification            HTML     33K 
13: EX-32.1     Exhibit 32.1 - CEO Sox 906 Certification            HTML     28K 
14: EX-32.2     Exhibit 32.2 - CFO Sox 906 Certification            HTML     28K 
21: R1          Document and Entity Information                     HTML     60K 
22: R2          Consolidated Statements of Income                   HTML     94K 
23: R3          Consolidated Statements of Comprehensive Income     HTML     38K 
24: R4          Consolidated Balance Sheets                         HTML    139K 
25: R5          Consolidated Balance Sheets (Parenthetical)         HTML     55K 
26: R6          Consolidated Statements of Stockholders' Equity     HTML     91K 
27: R7          Consolidated Statements of Stockholders' Equity     HTML     27K 
                (Parenthetical)                                                  
28: R8          Consolidated Statements of Cash Flows               HTML    134K 
29: R9          Organization and Other Matters                      HTML     46K 
30: R10         Summary of Significant Accounting Policies          HTML     96K 
31: R11         Acquisitions and Equity Method Investments          HTML     48K 
32: R12         Stock and Stock-Based Compensation Plans            HTML    128K 
33: R13         Net Income Per Share                                HTML     50K 
34: R14         Allowance for Credit Losses and Doubtful Accounts   HTML     58K 
35: R15         Finance Receivables and Obligations Collateralized  HTML     68K 
                by Finance Receivables                                           
36: R16         Goodwill and Other Intangible Assets                HTML     98K 
37: R17         Property and Equipment                              HTML     59K 
38: R18         Self Insurance and Retained Loss Reserves           HTML     44K 
39: R19         Long-Term Debt                                      HTML     86K 
40: R20         Financial Instruments                               HTML     61K 
41: R21         Leasing Agreements                                  HTML     46K 
42: R22         Income Taxes                                        HTML    139K 
43: R23         Employee Benefit Plans                              HTML     30K 
44: R24         Commitments and Contingencies                       HTML     40K 
45: R25         Accumulated Other Comprehensive Income (Loss)       HTML     36K 
46: R26         Segment Information                                 HTML    235K 
47: R27         Quarterly Financial Data (Unaudited)                HTML    117K 
48: R28         Subsequent Events                                   HTML     30K 
49: R29         Summary of Significant Accounting Policies          HTML    175K 
                (Policies)                                                       
50: R30         Summary of Significant Accounting Policies          HTML     42K 
                (Tables)                                                         
51: R31         Stock and Stock-Based Compensation Plans (Tables)   HTML    108K 
52: R32         Net Income Per Share (Tables)                       HTML     47K 
53: R33         Allowance for Credit Losses and Doubtful Accounts   HTML     62K 
                (Tables)                                                         
54: R34         Finance Receivables and Obligations Collateralized  HTML     62K 
                by Finance Receivables (Tables)                                  
55: R35         Goodwill and Other Intangible Assets (Tables)       HTML     99K 
56: R36         Property and Equipment (Tables)                     HTML     64K 
57: R37         Self Insurance and Retained Loss Reserves (Tables)  HTML     40K 
58: R38         Long-Term Debt (Tables)                             HTML     71K 
59: R39         Financial Instruments (Tables)                      HTML     51K 
60: R40         Leasing Agreements (Tables)                         HTML     42K 
61: R41         Income Taxes (Tables)                               HTML    139K 
62: R42         Accumulated Other Comprehensive Income (Loss)       HTML     36K 
                (Tables)                                                         
63: R43         Segment Information (Tables)                        HTML    235K 
64: R44         Quarterly Financial Data (Unaudited) (Tables)       HTML    117K 
65: R45         Organization and Other Matters (Details)            HTML     72K 
66: R46         Summary of Significant Accounting Policies          HTML    111K 
                (Details)                                                        
67: R47         Acquisitions (Details)                              HTML     90K 
68: R48         Equity Method Investments (Details)                 HTML     45K 
69: R49         Stock and Stock-Based Compensation Plan Summary     HTML     39K 
                (Details)                                                        
70: R50         KAR Auction Services, Inc. Stock-Based              HTML    118K 
                Compensation Plans (Details)                                     
71: R51         Service and Exit Options (Details)                  HTML    104K 
72: R52         Employee Stock Purchase Plan (Details)              HTML     39K 
73: R53         Share Repurchase Plan (Details)                     HTML     55K 
74: R54         Net Income Per Share (Details)                      HTML     67K 
75: R55         Allowance for Credit Losses and Doubtful Accounts   HTML     38K 
                (Details)                                                        
76: R56         Allowance for Credit Losses and Doubtful Accounts   HTML     35K 
                (Details 2)                                                      
77: R57         Finance Receivables and Obligations Collateralized  HTML    103K 
                by Finance Receivables (Details)                                 
78: R58         Goodwill and Other Intangible Assets (Details)      HTML     43K 
79: R59         Goodwill and Other Intangible Assets (Details 2)    HTML     42K 
80: R60         Goodwill and Other Intangible Assets (Details 3)    HTML     52K 
81: R61         Goodwill and Other Intangible Assets (Details 4)    HTML     45K 
82: R62         Property and Equipment (Details)                    HTML     70K 
83: R63         Property and Equipment (Details 2)                  HTML     35K 
84: R64         Self Insurance and Retained Loss Reserves           HTML     48K 
                (Details)                                                        
85: R65         Long-Term Debt Summary and Future Principle         HTML     95K 
                Payments (Details)                                               
86: R66         Credit Facilities (Details)                         HTML    144K 
87: R67         Senior Notes (Details)                              HTML     39K 
88: R68         Other Debt (Details)                                HTML     43K 
89: R69         Financial Instruments (Details)                     HTML     73K 
90: R70         Financial Instruments (Details 2)                   HTML     38K 
91: R71         Leasing Agreements (Details)                        HTML     73K 
92: R72         Income Taxes (Details)                              HTML    199K 
93: R73         Income Taxes (Details 2)                            HTML     33K 
94: R74         Income Taxes (Details 3)                            HTML     52K 
95: R75         Employee Benefit Plans (Details)                    HTML     34K 
96: R76         Commitments and Contingencies (Details)             HTML     55K 
97: R77         Accumulated Other Comprehensive Income (Loss)       HTML     38K 
                (Details)                                                        
98: R78         Segment Information (Details)                       HTML    151K 
99: R79         Segment Information (Details 2)                     HTML     46K 
100: R80         Quarterly Financial Data (Unaudited) (Details)      HTML     86K  
101: R81         Subsequent Events Subsequent Events (Details)       HTML     32K  
103: XML         IDEA XML File -- Filing Summary                      XML    177K  
102: EXCEL       IDEA Workbook of Financial Reports                  XLSX    128K  
15: EX-101.INS  XBRL Instance -- kar-20181231                        XML   3.55M 
17: EX-101.CAL  XBRL Calculations -- kar-20181231_cal                XML    288K 
18: EX-101.DEF  XBRL Definitions -- kar-20181231_def                 XML    886K 
19: EX-101.LAB  XBRL Labels -- kar-20181231_lab                      XML   2.20M 
20: EX-101.PRE  XBRL Presentations -- kar-20181231_pre               XML   1.39M 
16: EX-101.SCH  XBRL Schema -- kar-20181231                          XSD    223K 
104: ZIP         XBRL Zipped Folder -- 0001395942-19-000016-xbrl      Zip    340K

‘EX-10.16C’   —   Exhibit 10.16C – Amending Agreement No. 2 to 4th Canadian A&R Rpa

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

 <!   C:   C: 
  Exhibit  


EXHIBIT 10.16c
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.

AMENDING AGREEMENT NO. 2 TO FOURTH AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
THIS AGREEMENT made as of the 18th day of December, 2018,
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 on January 30, 2017 (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");

WSLEGAL\047083\00034\21098285v5
I\14053522.1



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.
2.
Amendments to the RPA
2.1
Section 1.1 of the RPA is hereby amended as follows:
(a)
the defined term "Cash Reserve Event" is hereby deleted in its entirety and the following substituted therefor:
""Cash Reserve Event" means as of any Settlement Date, (i) the arithmetic average of the Net Spread for [*], (ii) the Delinquency Ratio is greater than [*], or (iii) the average Payment Rate for [*], or [*]; provided, however, that following each occurrence of a Cash Reserve Event, such trigger shall remain in effect until [*]";
(b)
the defined term "CDOR" is hereby deleted in its entirety and the following substituted therefor:
""Three-Month CDOR" means, on any day and for any Tranche Period, the annual rate of interest equal to the average discount rate (rounded upwards, if necessary, to the nearest 0.00001%) of 3-month Canadian dollar bankers' acceptances as displayed on the "Bloomberg Screen CDOR Page" as at approximately 10:00 a.m. (Toronto time) on the first day of such applicable Tranche Period (or, if such day is not a Business Day, on the preceding Business Day), provided, however, that if such rate does not appear on the Bloomberg Screen CDOR Page on such day as contemplated, then the CDOR rate on such day shall be calculated as the average of the rates for such period applicable to Canadian dollar bankers' acceptances quoted by the banks listed on Schedule I of the Bank Act (Canada) as at approximately 10:00 a.m. (Toronto time) on such day (or, if such day is not a Business Day, on the preceding Business Day);”;
(c)
the defined term "Eligible Receivable" is hereby amended by deleting subsection (a) in its entirety and the following substituted therefor:
"(a) the Obligor of which (i) is a Person that is a resident of Canada and located in a province or territory of Canada or is a co-signer or co-guarantor who is a resident of another country (provided there is at least one personal guaranty from a Canadian resident), (ii) is not the Government of Canada or any agency or instrumentality

WSLEGAL\047083\00034\21098285v5            - 2 -
I\14053522.1



thereof or any federal crown corporation, and (iii) is not any provincial or territorial government or agency thereof;";
(d)
the defined term "Financed Vehicle" is hereby deleted in its entirety and the following substituted therefor:
""Financed Vehicle" means [*]
(e)
the defined term "KAR Credit Facility" is hereby deleted in its entirety and the following substituted therefor:
""KAR Credit Facility" means that certain Amended and Restated Credit Agreement, originally dated as of March 11, 2014, as amended by the Incremental Commitment Agreement and First Amendment dated as of March 9, 2016, and as amended by the Incremental Commitment Agreement and Second Amendment dated as of May 31, 2017, by and among KAR, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders and agents party thereto, as the same may be amended, supplemented, restated or otherwise modified from time to time;";
(f)
the defined term "Program Fee Side Letter" is hereby deleted in its entirety and the following substituted therefor:
""Program Fee Side Letter" means the letter agreement between the Seller and the Securitization Agent dated December 18, 2018 as the same may be amended, varied or replaced from time to time;";
(g)
the defined term "Program Limit" is hereby amended by deleting the words "$125 million" therein and replacing them with "$175 million";
(h)
the defined term "Salvage Vehicle" is hereby deleted in its entirety and the following substituted therefor:
""Salvage Vehicle" means any vehicles [*] provided that such vehicle [*] For purposes of the Net Receivables Pool Balance calculation, the value of Receivables that are originated for the purpose of financing Salvage Vehicles is limited to [*];
(i)
the defined term "Termination Date" is hereby amended by deleting the words "January 31, 2020" therein and replacing them with "January 28, 2022"; and
(j)
the defined term "Tranche Rate" is hereby deleted in its entirety and the following substituted therefor:
""Tranche Rate" means (a) at any time prior to the occurrence of a Trigger Event, [*] and (b) at any time on or after the occurrence of a Trigger Event, [*].
2.2
Section 6.1 of the RPA is hereby amended by deleting subsection (bb) in its entirety and the following substituted therefor:

WSLEGAL\047083\00034\21098285v5            - 3 -
I\14053522.1



"(bb) the average Payment Rate for [*] is less than [*], or [*] is less than [*]
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.
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\21098285v5            - 4 -
I\14053522.1



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/ James P. Hallett
 
Name: James P. Hallett
Title: Chief Executive Officer



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/ Terry J. Ritchie
 
Name: Terry Ritchie
Title: Managing Director


By:
  /s/ Kevin Brown
 
Name: Kevin Brown
Title: Director


WSLEGAL\047083\00034\21098285v5
I\14053522.1

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
1/28/22
1/31/20
Filed on:2/21/194
For Period end:12/31/18
12/18/188-K
5/31/178-K
1/30/17
12/20/164,  8-K
3/9/164,  8-K
3/11/144,  8-K,  CT ORDER
 List all Filings 

18 Subsequent Filings that Reference this Filing

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 3/22/23  OPENLANE, Inc.                    10-Q/A      3/31/22   61:6.1M
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11/02/22  OPENLANE, Inc.                    10-Q        9/30/22   62:9.3M
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 5/04/22  OPENLANE, Inc.                    10-Q        3/31/22   59:6.4M
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11/03/21  OPENLANE, Inc.                    10-Q        9/30/21   57:6.9M
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Filing Submission 0001395942-19-000016   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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