First Amendment to Asset Purchase Agreement dated December 12, 2009 with an effective date of

"to the extent assignable, that certain contract or contracts by and between the Seller and the United States Government Services Administration (the "GSA") dated on or about January 23, 2004, Contract Number GS-30F-J0048 (collectively, the "GSA Contract")."

"At Closing, the Seller will make available to the Buyer, either directly or through a financial institution, for a period not to exceed thirty-six (36) months following the Closing, a line of credit in an amount up to Two Million Dollars ($2,000,000) (the "Credit Line").  Effective as of Closing, the Buyer and the Seller will enter into a Loan and Security Agreement, and the Buyer shall execute a Note, and such other documents necessary to document the Credit Line, each in form reasonably satisfactory to the Parties (collectively, the "Credit Line Documents").  The Buyer shall also execute such other documents as are reasonably necessary to document the Credit Line.  The Credit Line Documents shall provide for an interest rate per annum equal to the greater of (i) six percent (6%) or (ii) the LIBOR Rate plus five hundred (500) basis points."

"(a)         Name Change.  Within thirty (30) days following the Closing, the Seller shall change its name to CAA Liquidation, LLC or such other name so as not to utilize "Chattanooga Auto Auction" or any confusingly similar name.  Seller acknowledges and will not protest that Buyer will use the name "Chattanooga Auto Auction, Inc." effective at the Closing and thereafter.  Seller shall provide to Buyer no later than April 30, 2010 (or as soon thereafter as may be reasonably practicable), unaudited financial statements for its fiscal years 2008 and 2009.

(b)           Option to Replace Credit Line.  At any time prior to or following Closing, the Seller or its members, as the case may be, shall have the option to provide the Credit Line through a financial institution (a "Replacement Credit Line").  The Buyer agrees that it shall execute and deliver all instruments, certificates, and other documents and shall perform all other acts necessary to fully document the Replacement Credit Line and to replace the Credit Line Documents; provided, however, that the Replacement Credit Line shall be on terms substantially similar to the terms provided for in the Credit Line Documents.

 

(d)           Accounting for Pre-Closing Operations. The Parties shall cooperate and act in good faith to develop and provide to each other within three (3) days following the Closing an accounting of amounts payable to or receivable from the Buyer with respect to the operation of the Business for the period prior to Closing.  Following the Closing, the Parties shall equitably account for income and expenses relating to the operation of the Business during the period prior to Closing including with respect to the  inspection, repair and sale of vehicles occurring prior to the Closing and those amounts that are paid or received following the Closing in connection with such operations.  The Buyer shall collect and pay over to the Seller within three (3) days of receipt, all amounts due or owing to the Seller with respect to the operation of the Business prior to Closing, net of amounts paid by the Buyer on behalf of the Seller with respect to such operations.

(e)           Reporting and Audit Rights.  Within fifteen (15) days following the end of each calendar month after Closing during which amounts remain payable to the Seller for pre-Closing operations of the Business, the Buyer shall provide to the Seller a report (each, a "Monthly Report") clearly showing all amounts payable and all offsets thereto.   The Monthly Reports shall be in a format reasonably acceptable to the Seller and shall be consistent with the books and records of the Buyer.  For so long as amounts remain payable to the Seller hereunder, the Buyer shall keep proper records and books of account in accordance with its ordinary and historical accounting practices.  The Seller shall have the right to audit or review the books and records of the Buyer for the purpose of confirming the amounts paid or payable to the Seller under this Agreement.  Any such audit shall be conducted at the Seller's expense (subject to the right for reimbursement described below) during normal business hours and upon reasonable advance notice.  In the event an audit or review establishes that the Buyer miscalculated or underpaid any amounts due to the Seller, then the Buyer shall immediately remit to the Seller an amount equal to any such underpayment, plus seven percent (7%) per annum interest on such amount from the date the amount was due and further reimburse the Seller for all reasonable costs and expenses incurred in connection with the audit or review."

 

"(ix)           execute and deliver an assignment of the GSA Contract substantially in the form attached to the Amendment as Exhibit A. (the "GSA Assignment");

 (x)           execute and deliver the Novation Agreement;

 (xi)           deliver a certified copy of resolutions adopted by the Buyer's board of directors (and, if necessary, shareholders) for delivery to the GSA in connection with the Novation Agreement; and

(xii)           deliver an opinion of counsel for the Buyer to the effect that the transfer of the Assets as contemplated in the Agreement was properly effected by the Buyer under applicable law."

"(ix)           execute and deliver the GSA Assignment;

 (x)           execute and deliver the Novation Agreement;

 (xi)           deliver a certified copy of resolutions of the Seller's sole member and manager for delivery to the GSA in connection with the Novation Agreement; and

 (xii)           deliver an opinion of counsel for the Seller to the effect that the transfer of the Assets as contemplated in the Agreement was properly effected by the Seller under applicable law."