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
