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EXHIBIT 4.5
ASSUMPTION
AGREEMENT
ASSUMPTION AGREEMENT, dated
as of May 25, 2005, among Insurance Auto Auctions, Inc., an
Illinois corporation (“ IAAI ”), IAAI Finance
Corp., a Delaware corporation (“ IAAI Finance
”), and Insurance Auto Auctions Corp., a Delaware
corporation, IAA Services, Inc., an Illinois corporation, and IAA
Acquisition Corp., a Delaware corporation (the “
Guarantors ”).
W I T
N E S S E T H
:
WHEREAS, IAAI Finance and
Well Fargo Bank, National Association, as trustee (the “
Trustee ”), executed and delivered an Indenture, dated
as of April 1, 2005 (as heretofore amended and supplemented, the
“ Indenture ”), providing for the issuance of
the 11% Senior Notes due 2013 (the “ Securities
”) of IAAI Finance;
WHEREAS, concurrently
herewith, IAAI, IAAI Finance and the Guarantors are executing and
delivering to the Trustee, pursuant to Section 5.01(a) of the
Indenture, a Supplemental Indenture, dated as of the date hereof,
pursuant to which IAAI is assuming IAAI Finance’s obligations
under the Indenture and the Securities and each of the Guarantors
is guaranteeing IAAI’s obligations under the Indenture and
the Securities;
WHEREAS, IAAI Finance is a
party to each of (i) the Purchase Agreement, dated March 24, 2005
(the “ Purchase Agreement ”), among IAAI
Finance, Deutsche Bank Securities Inc. and Bear, Stearns & Co.
Inc., as initial purchasers (the “ Initial Purchasers
”), (ii) the Registration Rights Agreement, dated as of April
1, 2005 (the “ Registration Rights Agreement ”),
among IAAI Finance and the Initial Purchasers and (iii) the Escrow
Agreement, dated as of April 1, 2005 (the “ Escrow
Agreement ” and, together with the Purchase Agreement and
Registration Rights Agreement, the “ Assigned
Agreements ”), among IAAI Finance, Well Fargo Bank,
National Association, as escrow agent (the “ Escrow
Agent ”), and the Trustee;
WHEREAS, IAAI Finance,
pursuant to this Assumption Agreement, desires to assign all of its
right, title and interest to, and liabilities and obligations
under, the Assigned Agreements to IAAI and IAAI desires to assume
all of IAAI Finance’s right, title and interest thereto and
liabilities and obligations thereunder; and
WHEREAS, this Assumption
Agreement has been duly authorized by all necessary corporate
action on the part of each of IAAI, IAAI Finance and the
Guarantors.
NOW, THEREFORE, in
consideration of the premises and for other good and valuable
consideration, the receipt of which is hereby acknowledged, IAAI,
the Guarantors and IAAI Finance mutually covenant and
agree:
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