EX-10.33 3 c93072exv10w33.txt WAIVER Exhibit 10.33 March 3, 2005 Insurance Auto Auctions, Inc. 850 E. Algonquin Road, Suite 100 Schaumburg, IL 60173 Attention: Scott P. Pettit Dear Scott: Reference is hereby made to that certain Second Amended and Restated Credit Agreement dated as of March 19, 2004 by and among the Insurance Auto Auctions, Inc. (the "Borrower"), the financial institutions party from time to time thereto as Lenders (the "Lenders"), the financial institutions party from time to time thereto as LC Issuers (the "LC Issuers") and LaSalle Bank National Association, as administrative agent (the "Administrative Agent") (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"). Terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. The Borrower has informed the Administrative Agent and the Lenders that a Default has occurred or is expected to occur as a result of the Borrower's noncompliance with the Capital Expenditures, Acquisitions and Stock Repurchases financial covenant set forth in Section 6.19.4 of the Credit Agreement for Fiscal Year 2004 (the "Specified Default"). In accordance with the provisions of Section 8.2 of the Credit Agreement, the Borrower has requested that the Lenders waive the Specified Default. The Lenders hereby agree to such waiver. Very truly yours, LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, as an LC Issuer and as a Lender By: /s/ John C. Thurston --------------------------------------- Name: John C. Thurston Title: Senior Vice President BANK OF AMERICA, N.A., as an LC Issuer and as a Lender By: /s/ Craig W. McGuire --------------------------------------- Name: Craig W. McGuire Title: Senior Vice President NATIONAL CITY BANK OF THE MIDWEST, as an LC Issuer and as a Lender By: /s/ Michael L. Monniger --------------------------------------- Name: Michael L. Monniger Title: Vice President WAIVER LETTER DATED AS OF MARCH 2005