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Document Preview Exchange and Registration Rights Agreement |
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Title: |
Exchange and Registration Rights Agreement |
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Date: |
2008 |
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Preview shows 10KB of 121KB total |
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Price: |
$42 |
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ID: |
#3290237 |
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KAR HOLDINGS, INC.
Floating Rate Senior Notes due 2014
8 3/4% Senior Notes due 2014
10% Senior Subordinated Notes due 2015
unconditionally guaranteed as to the
payment of principal, premium,
if any, and interest by the Guarantors
Exchange and Registration Rights Agreement
April 20, 2007
Goldman, Sachs & Co.
Bear, Stearns & Co. Inc.
UBS Securities LLC
Deutsche Bank Securities Inc.
As representatives of the several Purchasers
named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
KAR Holdings, Inc., a Delaware corporation (the ?Company?), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $150,000,000 in aggregate principal amount of the Company?s Floating Rate Senior Notes due 2014 (the ?Floating Rate Senior Rate Notes?), $450,000,000 in aggregate principal amount of the Company?s 8 3/4% Senior Notes due 2014 (the ?Fixed Rate Senior Notes?) and $425,000,000 in aggregate principal amount of the Company?s 10% Senior Subordinated Notes due 2015 (the ?Senior Subordinated Notes? and, together with the Floating Rate Senior Rate Notes and the Fixed Rate Senior Notes, the ?Notes?) issued on the date hereof, which are unconditionally guaranteed by Guarantors (as defined below). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Transfer Restricted Securities (as defined herein) as follows:
1. Certain Definitions. For purposes of this Exchange and Registration Rights Agreement (this ?Agreement?), the following terms shall have the following respective meanings:
?Affiliate Investor? means any Permitted Holder (as defined in the Indentures) that owns any Securities or Exchange Securities to the extent that such person is included in a Market Making Shelf Registration in accordance with Section 2(c) hereof.
A-1
?Base Interest? shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.
The term ?broker-dealer? shall mean any broker or dealer registered with the Commission under the Exchange Act.
?Business Day? shall have the meaning set forth in Rule 13e-4(a)(3) promulgated by the Commission under the Exchange Act, as the same may be amended or succeeded from time to time.
?Closing Date? shall mean the date on which the Securities are initially issued.
?Commission? shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.
?EDGAR System? means the EDGAR filing system of the Commission and the rules and regulations pertaining thereto promulgated by the Commission in Regulation S-T under the Securities Act and the Exchange Act, in each case as the same may be amended or succeeded from time to time (and without regard to format).
?Effective Time?, in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Offer Registration Statement effective or as of which the Exchange Offer Registration Statement otherwise becomes effective, (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective and (iii) a Market Making Shelf Registration, shall mean the time and date as of which the Commission declares the Market Making Shelf Registration Statement effective or as of which the Market Making Shelf Registration Statement otherwise becomes effective.
?Electing Holder? shall mean any holder of Transfer Restricted Securities that has returned a properly completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or Section 3(d)(iii) and the instructions set forth in the Notice and Questionnaire.
?Exchange Act? shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder, as the same may be amended or succeeded from time to time.
?Exchange Offer? shall have the meaning assigned thereto in Section 2(a).
?Exchange Registration? shall have the meaning assigned thereto in Section 3(c).
?Exchange Offer Registration Statement? shall have the meaning assigned thereto in Section 2(a).
A-2
?Exchange Securities? shall have the meaning assigned thereto in Section 2(a).
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