Second Amendment to Credit Agreement



 Exhibit 10.1 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 Dated as of
October 23, 2009 
 This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered
into between KAR HOLDINGS, INC., a Delaware corporation (the “Borrower”), KAR HOLDINGS II, LLC. (“Holdings”), the Lenders, BEAR STEARNS CORPORATE LENDING INC. (the “Resigning
Agent”), JPMORGAN CHASE BANK, N.A. (the “Successor Agent”) and each of the other parties signatory hereto. 
 PRELIMINARY STATEMENTS 
 1. Reference is made to the Credit Agreement dated
as of April 20, 2007 (as amended by that certain First Amendment to Credit Agreement dated June 10, 2009 between KAR Holdings, Inc., and the Lenders and other parties signatory thereto, the “Credit Agreement”), among the
Borrower, the lenders and agents party thereto from time to time, Bear Stearns Corporate Lending Inc. as Administrative Agent (the “Administrative Agent”), and the other parties signatory thereto. Capitalized terms used but not
otherwise defined herein are used with the meanings given in the Credit Agreement. 
 2. The Borrower has requested that the
Required Lenders agree to amend the Credit Agreement and the Guarantee and Collateral Agreement as provided for herein. 
 3.
The Required Lenders are willing to agree to such amendments to the Credit Agreement and the Guarantee and Collateral Agreement on the terms and subject to the conditions set forth herein. 
 Now, therefore, in consideration of the premises and the agreements, other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 AGREEMENT 
 SECTION 1. Amendments to Credit Agreement. On the terms and subject to the conditions set forth herein: 
 (a) Section 1.1 of the Credit Agreement is amended 
 (i) by inserting in such subsection the following definitions in the appropriate alphabetical order: 
 ‘“Second Amendment”: means that certain Second Amendment, dated as of October 23, 2009, by and between the Borrower, and the Lenders and the other parties signatory thereto.

 “Second Amendment Effective Date”: means the date of satisfaction of the conditions to effectiveness referred
to in Section 3 of the Second Amendment.” 
 (ii) by deleting each instance of the word “Holdings” in each
of the following definitions and substituting the words “the Borrower” therefor: “Capital Expenditures”, “Excluded Redemption Obligation”, “Guarantors”, “Management Advances”, “Management
Investors” and “Management Stock Agreements.” 







 (iii) by deleting the definition of “Continuing Directors” in its entirety and
substituting the following new definition of “Continuing Directors therefore: 
 “Continuing Directors”:
the directors of the Borrower on the Second Amendment Effective Date, after giving effect to the initial registered public offering of voting Capital Stock of the Borrower, and each other director of the Borrower whose nomination for election to the
board of directors of the Borrower is recommended by at least a majority of the then Continuing Directors or such other director who receives the vote of the Permitted Investors in his or her election to the board of directors of the Borrower by the
shareholders of the Borrower. 
 (iv) by deleting the words “or such Parent” in the definition of “Management
Advances.” 
 (v) by deleting each instance of the words “or any Parent” in each of the following definitions:
“Management Investors” and “Management Stock Agreements.” 
 (vi) by deleting the words “Holdings, the
Borrower and their respective Subsidiaries” in the definition of “Group Members” and substituting the words “the Borrower and its Subsidiaries” therefor. 
 (vii) by deleting the words “Holdings and” in the definition of “Guarantors.” 
 (viii) by deleting the definition of “Parent” in its entirety and substituting the following new definition of “Parent”
therefor: 
 “Parent”: any Person of which the Borrower at any time is or becomes a Subsidiary after the
Closing Date. 
 (ix) by (A) deleting the word “or” immediately prior to the words “for Investments under
Section 8.8(q)” in the third line of the definition of “Available Retained ECF”, (B) inserting the words “or for redeeming, repurchasing, defeasing or otherwise prepaying Unsecured Notes pursuant to Section 8.9(a)
hereof” immediately prior to the words “the difference (if a positive number)” in the third line of the definition of “Available Retained ECF”, (C) deleting the word “or” immediately after the words “for
Capital Expenditures under clause (iii) of Section 8.7” in the last line of the definition of “Available Retained ECF” and (D) inserting .the words “or for redeeming, repurchasing, defeasing or otherwise prepaying
Unsecured Notes pursuant to Section 8.9(a) hereof” immediately after the words “for Investments under Section 8.8(q)” in the last line of the definition of “Available Retained ECF.” 
 (x) by deleting the definition of “Applicable Margin” in its entirety and substituting the following new definition of
“Applicable Margin” therefor: 
 “Applicable Margin”: for each Type and class of Loan the rate per
annum set forth below opposite the description of such Loan: 
  

				
	 Eurodollar Initial Term Loans
	  	2.75	% 
		
	 Eurodollar Revolving Loans
	  	2.75	% 
		
	 Base Rate Initial Term Loans
	  	1.75	% 
		
	 Base Rate Revolving Loans and Swingline Loans
	  	1.75	% 

  

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 (xi) by deleting the words “; provided that on and after the first Adjustment
Date occurring after the completion of the first full fiscal quarter of the Borrower after the Closing Date, the Commitment Fee Rate will be determined pursuant to the Pricing Grids” at the end of the definition of “Commitment Fee
Rate.” 
 (xii) by deleting the definitions of “Adjustment Date” and “Pricing Grids” in their
entirety. 
 (b) Section 4.2 of the Credit Agreement is hereby amended as follows: 
 (i) the words “(other than Holdings)” are deleted in their entirety from clause (a) thereof; and 
 (ii) the words “; provided, however, that notwithstanding anything to the contrary set forth herein (including in the
definition of “Excess Cash Flow”), to the extent the optional prepayment of Term Loans actually made in satisfaction of the condition precedent set forth in Section 3(d) of the Second Amendment is made on or prior to April 15,
2010, such prepayment shall be treated for purposes of the definition of “Excess Cash Flow” as if it were made during the 2009 fiscal year (and not during the 2010 fiscal year)” are inserted immediately following the words “such
fiscal year” in clause (c) thereof; 
 (c) Section 5 of the Credit Agreement is hereby amended by deleting the
words “Holdings and the Borrower hereby jointly and severally represent and warrant” in the first paragraph thereof in their entirety and substituting the words “the Borrower hereby represents and warrants” therefor; 

(d) Sections 5.6, 5.8, 5.9, 5.12, 5.17(b), 5.17(d) or 5.18 of the Credit Agreement are hereby amended by deleting each instance of the
words “Holdings or” in such Sections; 
 (e) Sections 5.10 and 5.17(e) of the Credit Agreement are hereby amended by
deleting each instance of the words “Holdings and” in such Sections; 
 (f) Section 5.15(b) of the Credit
Agreement is hereby amended by (i) deleting the words “other than stock options granted to employees, former employees or directors and directors’ qualifying shares” in the parenthetical in such subsection, and (ii) deleting
the words “other than Holdings” in such Section in their entirety and substituting the words “(other than the Borrower)” therefor. 
 (g) Section 7 of the Credit Agreement is hereby amended by deleting the words “Holdings and the Borrower hereby jointly and severally agree” in the first paragraph thereof in their entirety
and substituting the words “The Borrower hereby agrees” therefor; 
  

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 (h) Section 7.2 of the Credit Agreement is hereby amended by deleting each instance of
the words “Holdings,” or “Holdings or” in clause (e) thereof; 
 (i) Section 7.10 of the Credit
Agreement is hereby amended by deleting the words in clause (d) thereof in their entirety and substituting the word “Reserved” therefor; 
 (j) Section 8 of the Credit Agreement is hereby amended by deleting the words “Holdings and the Borrower hereby jointly and severally agree” the first paragraph thereof in their entirety
and substituting the words “The Borrower hereby agrees” therefor; 
 (k) Section 8.2 of the Credit Agreement is
hereby amended by (i) deleting each instance of the word “Holdings” in clauses (i), (j) and (r) thereof and substituting the word “Borrower” therefor, and (ii) deleting the words “or any Parent” in
clause (r) thereof; 
 (l) Section 8.6(b) of the Credit Agreement is hereby deleted in its entirety and the following
new Section 8.6(b) is substituted therefor: 
 “(b) so long as no Event of Default has occurred and is
continuing or would result therefrom, the Borrower may (i) purchase the Borrower’s Capital Stock from present or former officers, directors or employees of any Group Member upon the death, disability, retirement or termination of
employment or service of such officer, director or employee or otherwise under any stock option or employee stock ownership plan approved by the board of directors of the Borrower, in an aggregate amount (net of any proceeds received by the Borrower
in connection with resales of any Capital Stock so purchased) not exceeding $10,000,000 in any fiscal year and (ii) pay accelerated management fees expressly permitted by Section 8.10;” 
 (m) Section 8.6(c) of the Credit Agreement is hereby deleted in its entirety and the following new Section 8.6(c) is substituted
therefor: 
 “(c) the Borrower may pay dividends or make loans and advances to any Parent to permit any
Parent to (i) pay corporate overhead expenses incurred in the ordinary course of business in an aggregate amount not exceeding $5,000,000 in any fiscal year; (ii) pay (A) any taxes, charges or assessments, including but not limited to
sales, use, transfer, rental, ad valorem, value-added, stamp, property, consumption, franchise, license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar taxes, charges or assessments (other than federal, state or local
taxes measured by income and federal, state or local withholding imposed on payments made by any Parent), required to be paid by any Parent by virtue of its being incorporated or otherwise organized or having Capital Stock outstanding (but not by
virtue of owning stock or other equity interests of any corporation or other entity other than the Borrower, any of its Subsidiaries or any Parent), or being a holding company parent of the Borrower, or having guaranteed any obligations of the
Borrower or any Subsidiary thereof, or having made any payment in respect of any of the items for which the Borrower is permitted to make payments to any Parent pursuant to the other clauses of this Section 8.6, or (B) for so long as the
Borrower is a member of a group filing a consolidated, combined or unitary tax return with any Parent, amounts necessary for the payment of federal, state or local income taxes payable by such Parent and measured by the income of the Borrower and
its Subsidiaries which are payable by such Parent; (iii) to pay expenses incurred by any Parent in connection with offerings, registrations, or exchange listings of equity securities and maintenance of same (A) where the net proceeds of
such offering are to be

  

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received by or contributed to the Borrower, or (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned,
or (C) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Borrower or the relevant Subsidiary of the Borrower out of the proceeds of such offering
promptly if such offering is completed; (iv) to pay audit costs and any costs (including all professional fees and expenses) incurred by any Parent in connection with reporting obligations under or otherwise incurred in connection with
compliance with applicable laws, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Exchange Act or the
respective rules and regulations promulgated thereunder; (v) to pay obligations of any Parent under or in respect of director and officer insurance policies or indemnification obligations to directors or officers; (vi) to pay accelerated
management fees under the Management Agreement in an aggregate amount not exceeding $10,500,000 contemporaneously with the consummation of the initial registered public offering of voting Capital Stock of the Borrower, so long as no Default under
Section 9(a) or 9(f) has occurred and is continuing (it being acknowledged and agreed that no additional management fees under the Management Agreement shall be permitted to be paid thereafter) and (vii) the Borrower may make Restricted
Payments the proceeds of which shall be used by any Parent to make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock
of any Parent;” 
 (n) Section 8.9 of the Credit Agreement is amended by (i) deleting the word
“Holdings” in clause (a) thereof and substituting the words “the Borrower” therefor, (ii) inserting the words “in connection with a Permitted Refinancing therefor or” immediately after the words “other
than” in the first parenthetical in clause (a) thereof and (iii) inserting the following words at the end of clause (a) thereof: “; provided, that, (i) substantially contemporaneously with consummation of
the initial registered public offering of voting Capital Stock of the Borrower and the occurrence of the Second Amendment Effective Date, the Borrower may redeem, repurchase, defease or otherwise prepay Unsecured Notes in an aggregate amount not to
exceed (A) the sum of (1) cash and Cash Equivalents that are not classified as “restricted” for financial statement purposes of the Borrower and its Subsidiaries as of the Second Amendment Effective Date plus (2) the Net
Cash Proceeds of the initial registered public offering of voting Capital Stock of the Borrower on the Second Amendment Effective Date minus (B) the amount of any optional prepayment of Term Loans made in satisfaction of the condition precedent
set forth in Section 3(d) of the Second Amendment; (ii) after the date on which the Borrower has redeemed, repurchased, defeased or otherwise prepaid Unsecured Notes pursuant to clause (i) above, the Borrower may use proceeds of any
subsequent offering of its voting Capital Stock otherwise permitted hereunder to redeem, repurchase, defease or otherwise prepay additional Unsecured Notes with proceeds of such subsequent offering solely to the extent that, at the time of such
redemption, repurchase, defeasance or prepayment, the Borrower also make an optional prepayment of Term Loans hereunder pursuant to Section 4.1 hereof in an aggregate principal amount equal to not less than the aggregate cash amount actually
used to redeem, repurchase, defease, or otherwise prepay the Unsecured Notes pursuant to this clause (ii), and (iii) on any date after the Second Amendment Effective Date, the Borrower may redeem, repurchase, defease or otherwise prepay
Unsecured Notes from and counted against Available Retained ECF if and so long as (A) no Default has occurred and is continuing or would result therefrom, (B) both on a historical and on a pro forma basis (giving effect to such payment and
all related transactions, including the Incurrence and use of proceeds of all Indebtedness Incurred in connection therewith) the Consolidated Leverage Ratio on the most recent Test Date did not exceed 4.5 to 1.0 and (C) Available Retained ECF
would be a positive number if Available Retained ECF is reduced by the amount of Unsecured Notes redeemed, repurchased, defeased or otherwise prepaid.” 
  

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 (o) Section 8.10 of the Credit Agreement is amended by deleting clause (e) in its
entirety and substituting the following new clause (e) therefor: “the Borrower and its Subsidiaries may pay accelerated management fees under the Management Agreement in an aggregate amount not exceeding $10,500,000 contemporaneously with
the consummation of the initial registered public offering of voting Capital Stock of the Borrower, so long as no Default under Section 9(a) or (f) has occurred and is continuing (it being acknowledged and agreed that no additional
management fees under the Management Agreement shall be permitted to be paid thereafter);” 
 (p) Section 8.10 of the
Credit Agreement is amended by deleting the word “Holdings” in clauses (c), (d), (i) and (j) thereof and substituting the words “the Borrower” therefor; 
 (q) Section 8.10 of the Credit Agreement is amended by deleting the word “and” at the end of clause (i) thereof,
deleting the period at the end of clause (j), inserting the word “;and” at the end of clause (j) hereof and inserting the following new clause (k) at the end thereof: “(k) the execution, delivery and performance of the
amendments to the stockholders’ agreements and registration rights agreement of the Borrower entered into in connection with the initial registered public offering of voting Capital Stock of the Borrower in form and substance reasonably
acceptable to the Administrative Agent.” 
 (r) Section 9 of the Credit Agreement is amended by 
 (i) deleting the words “Holdings and” in clause (c) thereof; 
 (ii) deleting clause (k) thereof in its entirety and substituting the following new clause (k) therefor: 
 “(k) (i) (x) the Permitted Investors shall in the aggregate be the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act) of shares of voting Capital Stock having less than 35% of the total voting power of all outstanding shares of the Borrower, and (y) any “person” or “group” (as such terms are
used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Investors, shall be the “beneficial owner” of shares of voting Capital Stock having more than 25% of the total voting power of all outstanding shares
of the Borrower; (ii) the board of directors of the Borrower shall cease to consist of a majority of Continuing Directors; or (iii) a Specified Change of Control shall occur and the Borrower delivers or is required to deliver a change of
control notice to any of the holders or lenders pursuant to any of the Unsecured Notes.” 
 (iii) deleting the word
“;or” at the end of clause (k) thereof and substituting a period (“.”) therefor; 
 (iv) deleting
clause (l) thereof in its entirety. 
 (s) Section 10.7 of the Credit Agreement is amended by deleting each instance
of the words “Holdings or” in their entirety. 
  

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 (t) Section 11.2(a) of the Credit Agreement is amended by deleting the notice
information for the Administrative Agent in its entirety and substituting the following notice information therefor: 
  

			
	 “The Administrative Agent:
	  	 JPMorgan Chase Bank, N.A.
 10
South Dearborn, Floor 07
 Chicago, IL, 60603-2003
 Attention: Mouy Lim
 Telephone: (312) 732-2024
 Facsimile: (312) 385-7103
 Email:
muoy.lim@jpmchase.com
  
 with a copy to:
  
 Eugene Mazzaro, Esq.
 Latham & Watkins LLP
 885 Third Avenue
 New York, NY 10022
 Telephone: (212) 906-1763

 Facsimile: (212) 751-4864
 Email: eugene.mazzaro@lw.com”


 (u) Section 11.6(a) of the Credit Agreement is amended by (i) deleting each
instance of the words “Holdings and” in their entirety and (ii) deleting the words “any of their respective” in clause (i) thereof and substituting the word “its” therefor. 
 (v) Section 11.7(b) of the Credit Agreement is amended by deleting each instance of the words “Holdings and” and
“Holdings or” in their entirety. 
 (w) The annexes of the Credit Agreement are amended by deleting Annex A in its
entirety. 
 SECTION 2. Amendments to Guarantee and Collateral Agreement. On the terms and subject to the
conditions set forth herein, 
 (a) the preamble of the Guarantee and Collateral Agreement is amended by inserting the words
“other than Holdings” immediately after the words “each of the signatories hereto”. 
 (b) Section 2.2
of the Guarantee and Collateral Agreement is amended by (i) deleting clause (b) thereof in its entirety and substituting the words “Reserved.” therefor and (ii) deleting the words “and from Holdings” in clause
(c)(i) thereof. 
 (c) Section 4.1 of the Guarantee and Collateral Agreement is amended by deleting the words “or
Holdings’ knowledge” in their entirety. 
 (d) Section 5.6 of the Guarantee and Collateral Agreement is amended
by inserting the words “(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)” immediately after the words “10 days’ prior written notice to the Administrative Agent” in clause (a)(ii)
thereof. 
 SECTION 3. Conditions to Effectiveness. The amendments contained in Section 1 and Section 2
shall be effective upon satisfaction of each of the following conditions precedent: 
 (a) The Administrative Agent shall have
received original, electronic or facsimile counterparts of this Amendment duly executed and delivered by Lenders constituting the Required Lenders and shall have received counterparts of this Amendment executed by Holdings, the Borrower and
counterparts of the Consent appended hereto as Exhibit A (the “Consent”) executed by the Grantors, as defined in the Guarantee and Collateral Agreement (the “Grantors”); 
  

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 (b) The Administrative Agent shall have received a counterpart to that certain Fee Letter
(“Fee Letter”) dated as of even date herewith, by and between the Administrative Agent and the Borrower, executed and delivered by the Borrower, and all fees and expense reimbursements (including, without limitation, fees and
expenses of counsel to the Agents and any invoiced fees and expenses payable under the Fee Letter) under the Fee Letter and the Loan Documents shall have been paid; 
 (c) The Administrative Agent shall have received from the Borrower, for account of each Lender which delivers its original, electronic or facsimile signature page to this Amendment no later than 5:00 p.m.
(New York City time) on October 23, 2009 (the “Cutoff Date”), payment of an amendment fee (which shall be fully earned, non-refundable, and payable on Second Amendment Effective Date (under and as defined in the Credit
Agreement, after giving effect to this Amendment)) equal to 25 basis points (0.25%) of the aggregate outstanding amount of Term Loans and Revolving Commitments of such Lender as of the Cutoff Date (and, for the avoidance of doubt, prior to giving
effect to any optional prepayment made pursuant to Section 4.1(a) of the Credit Agreement as contemplated by this Amendment); 
 (d) On or after the date hereof, the Borrower shall have made an optional prepayment of a portion of the Term Loans in an aggregate principal amount no less than $250,000,000 pursuant to Section 4.1(a) of the Credit Agreement;

 (e) On or after October 23, 2009, the Borrower shall have irrevocably terminated a portion of the Revolving Commitments
in an aggregate principal amount equal to not less than $50,000,000 pursuant to Section 3.6 of the Credit Agreement and made any required prepayments on account thereof in accordance with Section 4.2(f) of the Credit Agreement; and

 (f) The Borrower shall have consummated the initial registered public offering of voting Capital Stock of the Borrower and
shall have received gross proceeds therefrom of not less than $300,000,000. 
 SECTION 4. Representations and Warranties.
The Borrower represents and warrants that: 
 (a) Authority. The Borrower has the requisite power and authority to
execute, deliver and perform its obligations under this Amendment and the Credit Agreement as amended hereby. Each Grantor has the requisite power and authority to execute, deliver and perform its obligations under the Consent and the Loan
Documents, as amended hereby. The execution, delivery and performance by the Borrower of this Amendment and by the Grantors of the Consent, and the performance by each Loan Party of each Loan Document (as amended hereby) to which it is a party have
been duly approved by all necessary organizational action of such Loan Party. 
 (b) Enforceability. This Amendment has
been duly executed and delivered by the Borrower and the Consent has been duly executed and delivered by each Grantor. When the conditions to effectiveness in Section 3 of this Amendment have been satisfied, each of this Amendment, the Consent
and each Loan Document (as amended hereby) is the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms except as

  

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enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general
equitable principles (whether enforcement is sought in proceedings in equity or at law). 
 (c) Representations and
Warranties. The representations and warranties made by any Loan Party in or pursuant to the Loan Documents are true and correct in all material respects on and as of the date hereof as if made on and as of such date, except to the extent that
such representations and warranties refer to an earlier date (in which case they are true and correct in all material respects as of such earlier date). 
 (d) No Default. No Default or Event of Default shall have occurred and be continuing on the date hereof or after giving effect to this Amendment. 
 SECTION 5. Reference to and Effect on the Loan Documents. 
 (a) If and when this Amendment becomes effective, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like
import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. 
 (b) If and
when this Amendment becomes effective, each reference in the Guarantee and Collateral Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Guarantee and Collateral Agreement, and
each reference in the other Loan Documents to “the Guarantee and Collateral Agreement”, “thereunder”, “thereof” or words of like import referring to the Guarantee and Collateral Agreement, shall mean and be a reference
to the Guarantee and Collateral Agreement as amended hereby. 
 (c) The Credit Agreement and the Guarantee and Collateral
Agreement, each as amended hereby and the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Security Documents and
all of the Collateral described therein do and shall continue to secure the payment of all Obligations under and as defined in the Credit Agreement, as amended hereby. 
 (d) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or Agent under any of the Loan Documents or constitute, except as
expressly set forth herein, a waiver or amendment of any provision of any of the Loan Documents. 
 (e) This Amendment is a Loan
Document. The provisions of Sections 11.12 and 11.16 of the Credit Agreement shall apply with like effect to this Amendment. 
 SECTION 6. Releases. The Required Lenders hereby authorize and direct the Administrative Agent to execute the release attached substantially in the form set forth on Exhibit B hereto (the “Release”), releasing
Holdings from its respective present and future obligations as a Guarantor under the Guarantee and Collateral Agreement and otherwise under the Credit Agreement and other Loan Documents and releasing the Administrative Agent’s Liens and
security interests granted pursuant to the Guarantee and Collateral Agreement over the assets of Holdings (the “Released Collateral”). The release of Liens and delivery of pledged collateral provided for in the Release will not
discharge or in any manner affect or impair the enforceability of the Obligations or other Liens of the Administrative Agent in any Collateral other than the Released Collateral. 
  

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 SECTION 7. Counterparts. This Amendment (including all consents and
authorizations relating hereto) and the Consent may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which
taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment (or any consent or authorization relating hereto) or the Consent by electronic transmission or facsimile shall
be effective and enforceable as delivery of a manually executed counterpart thereof. The Administrative Agent will not have any responsibility for determining whether (and makes no representation as to whether) any such counterpart has been duly
authorized, executed or delivered or is enforceable against any party hereto. 
 SECTION 8. GOVERNING LAW. THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 9.
Resignation of Bear Stearns Corporate Lending Inc. Pursuant to Section 10.9 of the Credit Agreement, the Resigning Agent hereby delivers notice that Resigning Agent intends to resign as Administrative Agent under the Credit Agreement and
the Loan Documents. The Borrower and the Required Lenders consent to Successor Agent acting as successor Administrative Agent and appoint Successor Agent as successor to Resigning Agent in its capacity as Administrative Agent, (b) Successor
Agent shall succeed to the rights, powers and duties of the Administrative Agent as set forth in the Credit Agreement and the Loan Documents, (c) Resigning Agent shall assign to Successor Agent all its rights and obligations and other interests
(collectively, the “Interests”) as Administrative Agent under the Credit Agreement and the Loan Documents and Successor Agent hereby assumes the Interests, (d) all of the Loan Documents shall be amended to delete all instances
of the words “Bear Stearns Corporate Lending Inc.” in its entirety, and substitute the words “JPMorgan Chase Bank, N.A.” therefor, (e) Resigning Agent shall be released from all duties and obligations other than as set forth
herein, (f) in furtherance of the assignment herein of Resigning Agent’s security interest in the property and assets of the Borrower (the “Collateral”) under the Credit Agreement and the Loan Documents, Resigning Agent
and the Borrower hereby agrees to execute and deliver, and the Borrower agrees to cause any applicable Loan Parties to execute and deliver, such other documents, certificates and instruments as Successor Agent shall reasonably request in order to
perfect and protect Successor Agent’s interest in such security interests and (g) for such time as any Collateral shall be in the physical possession or effective control of Resigning Agent, in accounts of Resigning Agent, subject to
“control agreements” for the benefit of Resigning Agent as secured party, or subject to a financing statement in the name of Resigning Agent , as secured party, Resigning Agent hereby agrees to act as collateral agent and gratuitous bailee
for and on behalf of Successor Agent, to hold all of the Collateral for and on behalf of Successor Agent and to take all instructions from Successor Agent regarding the Collateral. The Required Lenders hereby waive any notice period under
Section 10.9 required before the resignation by Resigning Agent as Administrative Agent may become effective. 
 [signature pages follow] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their respective officers thereunto duly authorized, as of the date first written above. 
  

					
	KAR HOLDINGS, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	KAR HOLDINGS II, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief
		 		 	Financial Officer










									
	BEAR STEARNS CORPORATE LENDING INC.,
	as Resigning Agent
			
		 	By:	 	JPMorgan Chase Bank, N.A., its
		 		 	authorized signatory
				
		 		 	    By:	 	 /s/Randall K. Stephens

		 		 		 	Name:	 	Randall K. Stephens
		 		 		 	Title:	 	Vice President



					
	
	JPMORGAN CHASE BANK, N.A.
as Successor Agent
		
	By:	 	 /s/ Randall K. Stephens

		 	Name:	 	Randall K. Stephens
		 	Title:	 	Vice President









 Required Lenders: 
  

					
	JP MORGAN CHASE BANK, NA
		
	By:	 	 Authorized Signatory

		 	Name:	 	Kyle Middleton
		 	Title:	 	Vice President
	
	BEAR STEARNS CORPORATE LENDING, INC.
		
	By:	 	 JP Morgan Chase Bank, NA

		 	Authorized Signatory
		 	Name:	 	Kyle Middleton
		 	Title:	 	Vice President
	
	KATONAH VIII CLO LTD.
		
	By:	 	 /s/ Daniel Gilligan

		 	Name:	 	Daniel Gilligan
		 	Title:	 	Authorized Officer
		 		 	Katonah Debt Advisors, L.L.C.
		 		 	As Manager
	
	KATONAH X CLO LTD.
		
	By:	 	 /s/ Daniel Gilligan

		 	Name:	 	Daniel Gilligan
		 	Title:	 	Authorized Officer
		 		 	Katonah Debt Advisors, L.L.C.
		 		 	As Manager










					
	KATONAH 2007-I CLO LTD.
		
	By:	 	 /s/ Daniel Gilligan

		 	Name:	 	Daniel Gilligan
		 	Title:	 	Authorized Officer
		 		 	Katonah Debt Advisors, L.L.C.
		 		 	As Manager
	
	SANKATY ADVISORS, LLC as Collateral
	Manager for AVERY POINT CLO, LTD., as
	Term Lender
		
	By:	 	 /s/ Alan K. Halfenger

		 	Name:	 	Alan K. Halfenger
		 	Title:	 	Chief Compliance Officer
		 		 	Assistant Secretary
	
	SANKATY ADVISORS, LLC as Collateral
	Manager for Castle Hill II –
	INGOTS, Ltd., as Term Lender
		
	By:	 	 /s/ Alan K. Halfenger

		 	Name:	 	Alan K. Halfenger
		 	Title:	 	Chief Compliance Officer
		 		 	Assistant Secretary
	
	SANKATY ADVISORS, LLC as Collateral
	Manager for Loan Funding XI LLC,
	As Term Lender
		
	By:	 	 /s/ Alan K. Halfenger

		 	Name:	 	Alan K. Halfenger
		 	Title:	 	Chief Compliance Officer
		 		 	Assistant Secretary










					
	CHATHAM LIGHT II CLO, Limited, by
	Sankaty Advisors LLC, as Collateral Manager
		
	By:	 	 /s/ Alan K. Halfenger

		 	Name:	 	Alan K. Halfenger
		 	Title:	 	Chief Compliance Officer
		 		 	Assistant Secretary
	
	FUTURE FUND BOARD OF GUARDIANS
	By: Sankaty Advisors, LLC as its Investment Advisor
		
	By:	 	 /s/ Alan K. Halfenger

		 	Name:	 	Alan K. Halfenger
		 	Title:	 	Chief Compliance Officer
		 		 	Assistant Secretary
	
	SANKATY ADVISORS, LLC as Collateral
	Manager for Race Point II CLO,
	Limited, as Term Lender
		
	By:	 	 /s/ Alan K. Halfenger

		 	Name:	 	Alan K. Halfenger
		 	Title:	 	Chief Compliance Officer
		 		 	Assistant Secretary
	
	SANKATY ADVISORS, LLC as Collateral
	Manager for Race Point III CLO,
	Limited, as Term Lender
		
	By:	 	 /s/ Alan K. Halfenger

		 	Name:	 	Alan K. Halfenger
		 	Title:	 	 Chief Compliance Officer
 Assistant Secretary











					
	RACE POINT IV CLO, Ltd.
	By: Sankaty Advisors, LLC as Collateral Manager
		
	By:	 	 /s/ Alan K. Halfenger

		 	Name:	 	Alan K. Halfenger
		 	Title:	 	Chief Compliance Officer
		 		 	Assistant Secretary
	
	SANKATY MANAGED ACCOUNT (PSERS), L.P.
		 		 	
		
	By:	 	 /s/ Alan K. Halfenger

		 	Name:	 	Alan K. Halfenger
		 	Title:	 	Chief Compliance Officer
		 		 	Assistant Secretary
	
	SANKATY SENIOR LOAN FUND, L.P.
		
	By:	 	 /s/ Alan K. Halfenger

		 	Name:	 	Alan K. Halfenger
		 	Title:	 	Chief Compliance Officer
		 		 	Assistant Secretary
	
	FRASER SULLIVAN CLO I LTD.
	By: Fraser Sullivan Investment Management,
	LLC, as Collateral Manager
		
	By:	 	 /s/ John W. Fraser

		 	Name:	 	John W. Fraser
		 	Title:	 	Managing Partner










					
	FRASER SULLIVAN CLO II LTD.
	By: Fraser Sullivan Investment Management,
	LLC, as Collateral Manager
		
	By:	 	 /s/ John W. Fraser

		 	Name:	 	John W. Fraser
		 	Title:	 	Managing Partner
	
	COA CLO FINANCING LTD.
	By: FS COA Management LLC, as Portfolio Manager
		
	By:	 	 /s/ John W. Fraser

		 	Name:	 	John W. Fraser
		 	Title:	 	Manager
	
	COA CAERUS CLO LTD.
	By: FS COA Management LLC, as Portfolio Manager
		
	By:	 	 /s/ John W. Fraser

		 	Name:	 	John W. Fraser
		 	Title:	 	Manager
	
	AIB DEBT MANAGEMENT, LIMITED
		
	By:	 	 /s/ Roison O’Connell

		 	Name:	 	Roison O’Connell
		 	Title:	 	Vice President
		 		 	Investment Advisor to
		 		 	AIB Debt Management, Limited
		
	By:	 	 /s/ Keith Hamilton

		 	Name:	 	Keith Hamilton
		 	Title:	 	 Assistant Vice President
 Investment Advisor to
 AIB Debt Management, Limited











					
	BRIDGEPORT CLO LTD.
	By: Deerfield Capital Management LLC as
	Its Collateral Manager
		
	By:	 	 /s/ Ken Selle

		 	Name:	 	Ken Selle
		 	Title:	 	Managing Director
	
	BRIDGEPORT II CLO LTD.
	By: Deerfield Capital Management LLC as
	Its Collateral Manager
		
	By:	 	 /s/ Ken Selle

		 	Name:	 	Ken Selle
		 	Title:	 	Managing Director
	
	BURR RIDGE CLO PLUS LTD.
	By: Deerfield Capital Management LLC as
	Its Collateral Manager
		
	By:	 	 /s/ Ken Selle

		 	Name:	 	Ken Selle
		 	Title:	 	Managing Director
	
	CUMBERLAND II CLO LTD.
	 By: Deerfield Capital Management LLC as its
 Collateral Manager

		
	By:	 	 /s/ Ken Selle

		 	Name:	 	Ken Selle
		 	Title:	 	Managing Director










					
	FOREST CREEK CLO, LTD.
	 By: Deerfield Capital Management LLC as its
 Collateral Manager

		
	By:	 	 /s/ Ken Selle

		 	Name:	 	Ken Selle
		 	Title:	 	Managing Director
	
	LONG GROVE CLO, LIMITED
	 By: Deerfield Capital Management LLC as its
 Collateral Manager

		
	By:	 	 /s/ Ken Selle

		 	Name:	 	Ken Selle
		 	Title:	 	Managing Director
	
	MARKET SQUARE CLO, LTD.
	 By: Deerfield Capital Management LLC as its
 Collateral Manager

		
	By:	 	 /s/ Ken Selle

		 	Name:	 	Ken Selle
		 	Title:	 	Managing Director
	
	MARQUETTE PARK CLO LTD.
	 By: Deerfield Capital Management LLC as its
 Collateral Manager

		
	By:	 	 /s/ Ken Selle

		 	Name:	 	Ken Selle
		 	Title:	 	Managing Director










					
	SCHILLER PARK CLO LTD.
	 By: Deerfield Capital Management LLC as its
 Collateral Manager

		
	By:	 	 /s/ Ken Selle

		 	Name:	 	Ken Selle
		 	Title:	 	Managing Director
	
	NATIXIS
		
	By:	 	 /s/ Harold Birk

		 	Name:	 	Harold Birk
		 	Title:	 	Managing Director
		
	By:	 	 /s/ J. Stéphane Lautner

		 	Name:	 	J. Stéphane Lautner
		 	Title:	 	Associate
	
	UNITED OVERSEAS BANK LIMITED, NEW YORK AGENCY
		
	By:	 	 /s/ K. Jin Koh

		 	Name:	 	K. Jin Koh
		 	Title:	 	GM
		
	By:	 	 /s/ Mario Sheng

		 	Name:	 	Mario Sheng
		 	Title:	 	AVP










					
	MIDLAND NATIONAL LIFE INSURANCE
	COMPANY – ANNUITY
	By: Guggenheim Partners Asset Management, Inc.
		
	By:	 	 /s/ Stephen D. Sautel

		 	Name:	 	Stephen D. Sautel
		 	Title:	 	Senior Managing Director
	
	NORTH AMERICAN COMPANY FOR LIFE
	AND HEALTH INSURANCE
	By: Guggenheim Partners Asset Management, Inc.
		
	By:	 	 /s/ Stephen D. Sautel

		 	Name:	 	Stephen D. Sautel
		 	Title:	 	Senior Managing Director
	
	1888 FUND, LTD.
	By: Guggenheim Investment Management, LLC
	as Collateral Manager
		
	By:	 	 /s/ Kaitlin Trinh

		 	Name:	 	Kaitlin Trinh
		 	Title:	 	Director
	
	SANDS POINT FUNDING LTD.
	By: Guggenheim Investment Management, LLC
	as Collateral Manager
		
	By:	 	 /s/ Kaitlin Trinh

		 	Name:	 	Kaitlin Trinh
		 	Title:	 	Director










					
	KENNECOTT FUNDING LTD.
	By: Guggenheim Investment Management, LLC
	as Collateral Manager
		
	By:	 	 /s/ Kaitlin Trinh

		 	Name:	 	Kaitlin Trinh
		 	Title:	 	Director
	
	GREEN LANE CLO LTD.
	By: Guggenheim Investment Management, LLC
	as Collateral Manager
		
	By:	 	 /s/ Kaitlin Trinh

		 	Name:	 	Kaitlin Trinh
		 	Title:	 	Director
	
	COPPER RIVER CLO LTD.
	By: Guggenheim Investment Management, LLC
	as Collateral Manager
		
	By:	 	 /s/ Kaitlin Trinh

		 	Name:	 	Kaitlin Trinh
		 	Title:	 	Director
	
	CANARAS SUMMIT CLO LTD.
	By: Canaras Capital Management LLC
	as Sub-Investment Adviser
		
	By:	 	 /s/ Andrew J. Heller

		 	Name:	 	Andrew J. Heller
		 	Title:	 	Authorized Signatory










					
	SOLERA ANEJO LIMITED
	By: Canaras Capital Management LLC
	as Sub-Investment Adviser
		
	By:	 	 /s/ Andrew J. Heller

		 	Name:	 	Andrew J. Heller
		 	Title:	 	Authorized Signatory
	
	CIFC FUNDING 2007-I LTD.
		
	By:	 	 /s/ Stephen J. Vaccaro

		 	Name:	 	Stephen J. Vaccaro
		 	Title:	 	Co-Chief Investment Officer
	
	CIFC FUNDING 2006-IB LTD.
		
	By:	 	 /s/ Stephen J. Vaccaro

		 	Name:	 	Stephen J. Vaccaro
		 	Title:	 	Co-Chief Investment Officer
	
	CIFC FUNDING 2006-I LTD.
		
	By:	 	 /s/ Stephen J. Vaccaro

		 	Name:	 	Stephen J. Vaccaro
		 	Title:	 	Co-Chief Investment Officer
	
	CIFC FUNDING 2007-III LTD.
		
	By:	 	 /s/ Stephen J. Vaccaro

		 	Name:	 	Stephen J. Vaccaro
		 	Title:	 	Co-Chief Investment Officer










					
	BLT 18 LLC
		
	By:	 	 /s/ Ronald Gotz

		 	Name:	 	Ronald Gotz
		 	Title:	 	Authorized Signatory
	
	FOUR CORNERS CLO 2005-I, LTD.
	By: Four Corners Capital Management, LLC
	as Collateral Manager
		
	By:	 	 /s/ Kapil Singh

		 	Name:	 	Kapil Singh, CFA
		 	Title:	 	Senior Vice President
	
	FOUR CORNERS CLO II, LTD.
		
	By:	 	 /s/ Patrick M. Cook

		 	Name:	 	Patrick M. Cook
		 	Title:	 	Assistant Vice President
	
	FOUR CORNERS CLO III, LTD.
	By: Macquarie Funds Group
	 FKA Four Corners Capital Management, LLC
 as Collateral Manager

		
	By:	 	 /s/ Kapil Singh

		 	Name:	 	Kapil Singh, CFA
		 	Title:	 	Senior Vice President










					
	SFR, LTD.
	By: Four Corners Capital Management, LLC
	as Collateral Manager
		
	By:	 	 /s/ Kapil Singh

		 	Name:	 	Kapil Singh, CFA
		 	Title:	 	Senior Vice President
	
	FIRST TRUST/FOUR CONERS SENIOR
	FLOATING RATE INCOME FUND
	By: Four Corners Capital Management, LLC
	as Sub-Adviser
		
	By:	 	 /s/ Kapil Singh

		 	Name:	 	Kapil Singh, CFA
		 	Title:	 	Senior Vice President
	
	FIRST TRUST/FOUR CORNERS SENIOR
	FLOATING RATE INCOME FUND II
	By: Four Corners Capital Management, LLC
	as Sub-Advisor
		
	By:	 	 /s/ Kapil Singh

		 	Name:	 	Kapil Singh, CFA
		 	Title:	 	Senior Vice President
	
	ORIX FINANCE CORP.
		
	 By:
	 	 /s/ Christopher L. Smith

		 	Name:	 	Christopher L. Smith
		 	Title:	 	Authorized Representative










					
	THE SUMITOMO TRUST & BANKING CO.,
	LTD, New York Branch
		
	By:	 	 /s/ Frances E. Wynne

		 	Name:	 	Frances E. Wynne
		 	Title:	 	Senior Director
	
	AMERICAN INTERNATIONAL GROUP, INC.
	By: AIG Global Investment Corp.,
	Its Investment Adviser
		
	By:	 	 /s/ W. Jeffrey Baxter

		 	Name:	 	W. Jeffrey Baxter
		 	Title:	 	Managing Director
	
	GALAXY III CLO, LTD.
	By: AIG Global Investment Corp.,
	Its Collateral Manager
		
	By:	 	 /s/ W. Jeffrey Baxter

		 	Name:	 	W. Jeffrey Baxter
		 	Title:	 	Managing Director
	
	GALAXY IV CLO, LTD.
	By: AIG Global Investment Corp.,
	Its Collateral Manager
		
	By:	 	 /s/ W. Jeffrey Baxter

		 	Name:	 	W. Jeffrey Baxter
		 	Title:	 	Managing Director










					
	GALAXY V CLO, LTD.
	By: AIG Global Investment Corp.,
	Its Collateral Manager
		
	By:	 	 /s/ W. Jeffrey Baxter

		 	Name:	 	W. Jeffrey Baxter
		 	Title:	 	Managing Director
	
	GALAXY VI CLO, LTD.
	By: AIG Global Investment Corp.,
	Its Collateral Manager
		
	By:	 	 /s/ W. Jeffrey Baxter

		 	Name:	 	W. Jeffrey Baxter
		 	Title:	 	Managing Director
	
	GALAXY X CLO, LTD.
	By: AIG Global Investment Corp.
	as Collateral Manager
		
	By:	 	 /s/ W. Jeffrey Baxter

		 	Name:	 	W. Jeffrey Baxter
		 	Title:	 	Managing Director
	
	SATURN CLO, LTD.
	By: AIG Global Investment Corp.
	as Collateral Manager
		
	By:	 	 /s/ W. Jeffrey Baxter

		 	Name:	 	W. Jeffrey Baxter
		 	Title:	 	Managing Director










					
	BATTALION CLO 2007-I, LTD.
		
	By:	 	 /s/ Joanna Bensimon

		 	Name:	 	Joanna Bensimon
		 	Title:	 	Associate
	
	SEI HIGH YIELD FIXED INCOME FUND
		
	By:	 	 /s/ Joanna Bensimon

		 	Name:	 	Joanna Bensimon
		 	Title:	 	Associate
	
	SEI INSTITUTIONAL INVESTMENT TRUST-
	HIGH YIELD BOND FUND
		
	By:	 	 /s/ Joanna Bensimon

		 	Name:	 	Joanna Bensimon
		 	Title:	 	Associate
	
	SEI INSTITUTIONAL MANAGED TRUST-
	HIGH YIELD BOND FUND
		
	By:	 	 /s/ Joanna Bensimon

		 	Name:	 	Joanna Bensimon
		 	Title:	 	Associate
	
	TRS BABSON I LLC
	By:	 	Deutsche Bank AG Cayman Islands Branch
		 	its sole member
	By:	 	DB Services New Jersey, Inc.
		
	By:	 	 /s/ Alice L. Wagner

		 	Name:	 	Alice L. Wagner
		 	Title:	 	Vice President










					
	By:	 	 /s/ Jonathan Shin

		 	Name:	 	Jonathan Shin
		 	Title:	 	Assistant Vice President
	
	ARTUS LOAN FUND 2007-I, LTD.
	BABSON CLO LTD. 2004-I
	BABSON CLO LTD. 2004-II
	BABSON CLO LTD. 2005-I
	BABSON CLO LTD. 2005-II
	BABSON CLO LTD. 2005-III
	BABSON CLO LTD. 2006-I
	BABSON CLO LTD. 2006-II
	BABSON CLO LTD. 2008-I
	BABSON CLO LTD. 2008-II
	BABSON CREDIT STRATEGIES CLO, LTD.
	BABSON LOAN OPPORTUNITY CLO, LTD.
	OSPREY CDO 2006-I LTD.
	SAPPHIRE VALLEY CDO I, LTD.
	By: Babson Capital Management LLC as Collateral
	Manager	 	
		
	By:	 	 /s/ Arthur McMahon

		 	Name:	 	Arthur McMahon
		 	Title:	 	Director










					
	BILL & MELINDA GATES FOUNDATION
	TRUST	 	
	By: Babson Capital Management LLC as
	Investment Adviser
		
	By:	 	 /s/ Arthur McMahon

		 	Name:	 	Arthur McMahon
		 	Title:	 	Director
	
	C.M. LIFE INSURANCE COMPANY
	By: Babson Capital Management LLC as
	Investment Adviser
		
	By:	 	 /s/ Arthur McMahon

		 	Name:	 	Arthur McMahon
		 	Title:	 	Director
	
	HAKONE FUND II LLC
	By: Babson Capital Management LLC as
	Investment Manager
		
	By:	 	 /s/ Arthur McMahon

		 	Name:	 	Arthur McMahon
		 	Title:	 	Director
	
	MAPLEWOOD (CAYMAN) LIMITED
	By: Babson Capital Management LLC as
	Investment Manager
		
	By:	 	 /s/ Arthur McMahon

		 	Name:	 	Arthur McMahon
		 	Title:	 	Director










					
	MASSACHUSETTS MUTUAL LIFE
	INSURANCE COMPANY
	By: Babson Capital Management LLC as
	Investment Adviser
		
	By:	 	 /s/ Arthur McMahon

		 	Name:	 	Arthur McMahon
		 	Title:	 	Director
	
	VINACASA CLO, LTD.
	By: Babson Capital Management LLC as Collateral
	Servicer	 	
		
	By:	 	 /s/ Arthur McMahon

		 	Name:	 	Arthur McMahon
		 	Title:	 	Director
	
	XELO VII LIMITED
	By, Babson Capital Management LLC as Sub-
	Adviser	 	
		
	By:	 	 /s/ Arthur McMahon

		 	Name:	 	Arthur McMahon
		 	Title:	 	Director
	
	JFIN CLO 2007 LTD.
	By:	 	Jeffries Finance LLC as Collateral Manager
		
	By:	 	 /s/ Andrew Lennon

		 	Name:	 	Andrew Lennon
		 	Title:	 	Director










					
	JEFFRIES FINANCE CP FUNDING LLC
		
	By:	 	 /s/ Andrew Lennon

		 	Name:	 	Andrew Lennon
		 	Title:	 	Director
	
	SWISS CAPITAL PRO LOAN LIMITED
	For and on Behalf of BNY Mellon Trust Company
	(Ireland) Limited under power of attorney
		
	By:	 	 /s/ Robert Blake

		 	Name:	 	Robert Blake
		 	Title:	 	AVP
	
	Greyrock CDO, Limited
	By: Aladdin Capital Management LLC
		
	By:	 	 /s/ Pallo Blum-Tucker

		 	Name:	 	Pallo Blum-Tucker
		 	Title:	 	Authorized Signatory
	
	Landmark VIII CLO, Limited
	By: Aladdin Capital Management LLC
		
	By:	 	 /s/ Pallo Blum-Tucker

		 	Name:	 	Pallo Blum-Tucker
		 	Title:	 	Authorized Signatory
	
	Landmark IX CDO, Limited
	By: Aladdin Capital Management LLC
		
	By:	 	 /s/ Pallo Blum-Tucker

		 	Name:	 	Pallo Blum-Tucker
		 	Title:	 	Authorized Signatory










					
	Clapboard LLC
	By: The Royal Bank of Scotland plc as attorney-in-fact
	By: RBS Securities Inc., its agent
		
	By:	 	 /s/ Jeffrey Black

		 	Name:	 	Jeffrey Black
		 	Title:	 	Vice President
	
	Asclepius LLC
	By: The Royal Bank of Scotland plc as attorney-in-fact
	By: RBS Securities Inc., its agent
		
	By:	 	 /s/ Jeffrey Black

		 	Name:	 	Jeffrey Black
		 	Title:	 	Vice President
	
	Flagship CLO III
	By: Deutsche Investment Management Americas,
	Inc. (as successor in interest to Deutsche Asset
	Management, Inc.), As Collateral Manager
		
	By:	 	 /s/ Eric S. Meyer

		 	Name:	 	Eric S. Meyer
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Mark Rigazio

		 	Name:	 	Mark Rigazio
		 	Title:	 	Vice President










					
	Flagship CLO IV
	By: Deutsche Investment Management Americas,
	Inc. (as successor in interest to Deutsche Asset
	Management, Inc.), as Sub-Advisor
		
	By:	 	/s/ Eric S. Meyer
		 	Name:	 	Eric S. Meyer
		 	Title:	 	Managing Director
		
	By:	 	/s/ Mark Rigazio
		 	Name:	 	Mark Rigazio
		 	Title:	 	Vice President
	
	Flagship CLO V
	By: Deutsche Investment Management Americas,
	Inc. (as successor in interest to Deutsche Asset
	Management, Inc.), As Collateral Manager
		
	By:	 	/s/ Eric S. Meyer
		 	Name:	 	Eric S. Meyer
		 	Title:	 	Managing Director
		
	By:	 	/s/ Mark Rigazio
		 	Name:	 	Mark Rigazio
		 	Title:	 	Vice President
	
	Flagship CLO VI
	By: Deutsche Investment Management Americas,
	Inc., As Collateral Manager
		
	By:	 	/s/ Eric S. Meyer
		 	Name:	 	Eric S. Meyer
		 	Title:	 	Managing Director
		
	By:	 	/s/ Mark Rigazio
		 	Name:	 	Mark Rigazio
		 	Title:	 	Vice President










					
	Aurum CLO 2002-1 Ltd.
	By: Deutsche Investment Management Americas,
	Inc. (as successor in interest to Deutsche Asset
	Management, Inc.), As Sub-Adviser
		
	By:	 	/s/ Eric S. Meyer
		 	Name:	 	Eric S. Meyer
		 	Title:	 	Managing Director
		
	By:	 	/s/ Mark Rigazio
		 	Name:	 	Mark Rigazio
		 	Title:	 	Vice President
	
	OAK HILL CREDIT PARTNERS II, LIMITED
	By: Oak Hill CLO Management II, LLC
	As Investment Manager
		
	By:	 	/s/ Scott D. Krase
	Name:	 	Scott D. Krase
	Title:	 	Authorized Person
	
	OAK HILL CREDIT PARTNERS III, LIMITED
	By: Oak Hill CLO Management III, LLC
	As Investment Manager
		
	By:	 	/s/ Scott D. Krase
	Name:	 	Scott D. Krase
	Title:	 	Authorized Person
	
	OAK HILL CREDIT PARTNERS IV, LIMITED
	By: Oak Hill CLO Management IV, LLC
	As Investment Manager
		
	By:	 	/s/ Scott D. Krase
	Name:	 	Scott D. Krase
	Title:	 	Authorized Person










					
	OAK HILL CREDIT PARTNERS V, LIMITED
	By: Oak Hill Advisors, L.P.
	As Portfolio Manager
		
	By:	 	/s/ Scott D. Krase
	Name:	 	Scott D. Krase
	Title:	 	Authorized Person
	
	FUTURE FUND BOARD OF GUARDIANS
	By: Oak Hill Advisors, L.P.
	As its Investment Manager
		
	By:	 	/s/ Scott D. Krase
	Name:	 	Scott D. Krase
	Title:	 	Authorized Person
	
	GMAM GROUP PENSION TRUST I,
	As a Lender
	By: STATE STREET BANK AND TRUST
	 COMPANY, solely as Trustee

		
	By:	 	/s/ Timothy Norton
	Name:	 	Timothy Norton
	Title:	 	Officer
	
	OHA FINLANDIA CREDIT FUND,
	 As a Lender

		
	By:	 	/s/ Scott D. Krase
	Name:	 	Scott D. Krase
	Title:	 	Authorized Person
	
	OHA PARK AVENUE CLO I, LTD.
	By: Oak Hill Advisors, L.P.
	As Investment Manager
		
	By:	 	/s/ Scott D. Krase
	Name:	 	Scott D. Krase
	Title:	 	Authorized Person










					
	PACIFICA CDO IV LTD
	PACIFICA CDO V LTD
	VERITAS CLO I, LTD
	WESTWOOD CDO I LTD
		
	By:	 	/s/ William Lemberg
		 	Name:	 	William Lemberg
		 	Title:	 	Senior Vice President
	
	[SILVERADO CLO 2006] CLO - 201702000
	 18866500 - Gates Loans

	 13923601 - Bureau

	 16959701 - JH2

	 15605400 - Vulcan bond account

		
	By:	 	/s/ Mai Shiver
		 	Name:	 	Mai Shiver
		 	Title:	 	Chief Compliance Officer










					
	GRAND CENTRAL ASSET TRUST,
	CAMERON I SERIES
		
	By:	 	/s/ Adam Kaiser
		 	Name:	 	Adam Kaiser
		 	Title:	 	Attorney-in-Fact
	
	BLUE SHIELD OF CALIFORNIA
		
	By:	 	/s/ David Ardini
		 	Name:	 	David Ardini
		 	Title:	 	Vice President
	
	FRANKLIN CLO IV, LIMITED
		
	By:	 	/s/ David Ardini
		 	Name:	 	David Ardini
		 	Title:	 	Vice President
	
	FRANKLIN CLO V, LIMITED
		
	By:	 	/s/ David Ardini
		 	Name:	 	David Ardini
		 	Title:	 	Vice President
	
	FRANKLIN CLO VI, LIMITED
		
	By:	 	/s/ David Ardini
		 	Name:	 	David Ardini
		 	Title:	 	Vice President










					
	GOLDENTREE LOAN OPPORTUNITIES III, LIMITED
	By: GoldenTree Asset Management, LP
		
	By:	 	/s/ Karen Weber
		 	Name:	 	Karen Weber
		 	Title:	 	Director – Bank Debt
	
	GOLDENTREE LOAN OPPORTUNITIES IV, LIMITED
	By: GoldenTree Asset Management, LP
		
	By:	 	/s/ Karen Weber
		 	Name:	 	Karen Weber
		 	Title:	 	Director – Bank Debt
	
	GOLDENTREE LOAN OPPORTUNITIES V, LIMITED
	By: GoldenTree Asset Management, LP
		
	By:	 	/s/ Karen Weber
		 	Name:	 	Karen Weber
		 	Title:	 	Director – Bank Debt
	
	LMP CORPORATE LOAN FUND, INC.
	By: Citi Alternative Investments LLC
		
	By:	 	/s/ Roger Yee
		 	Name:	 	Roger Yee
		 	Title:	 	VP










					
	EAGLE MASTER FUND LTD.
	 By: Citi Alternative Investments LLC,
 as Investment Manager for and on behalf of

	Eagle Master Fund Ltd.
		
	By:	 	/s/ Roger Yee
		 	Name:	 	Roger Yee
		 	Title:	 	VP
	
	REGATTA FUNDING LTD.
	By: Citi Alternative Investments LLC,
	Attorney-in-Fact
		
	By:	 	/s/ Roger Yee
		 	Name:	 	Roger Yee
		 	Title:	 	VP
	
	KKR FINANCIAL CLO 2005-1 LTD
		
	By:	 	/s/ Mark Casanova
		 	Name:	 	Mark Casanova
		 	Title:	 	Authorized Signatory
	
	KKR FINANCIAL CLO 2005-2 LTD
		
	By:	 	/s/ Mark Casanova
		 	Name:	 	Mark Casanova
		 	Title:	 	Authorized Signatory










					
	KKR FINANCIAL CLO 2007-1 LTD
		
	By:	 	/s/ Mark Casanova
		 	Name:	 	Mark Casanova
		 	Title:	 	Authorized Signatory
	
	KKR FINANCIAL CLO 2007-A LTD
		
	By:	 	/s/ Mark Casanova
		 	Name:	 	Mark Casanova
		 	Title:	 	Authorized Signatory
	
	OREGON PUBLIC EMPLOYEES RETIREMENT FUND
		
	By:	 	/s/ Mark Casanova
		 	Name:	 	Mark Casanova
		 	Title:	 	Authorized Signatory
	
	KKR FI PARTNERS I L.P.
		
	By:	 	/s/ Mark Casanova
		 	Name:	 	Mark Casanova
		 	Title:	 	Authorized Signatory
	
	 PIONEER FLOATING RATE FUND
 PIONEER FLOATING RATE TRUST

	By: Pioneer Investment Management, Inc.,
	Advisor to each of the Lenders above
		
	By:	 	/s/ Margaret C. Bagley
		 	Name:	 	Margaret C. Bagley
		 	Title:	 	Assistant Secretary and
		 		 	Associate General Counsel










					
	MONTPELIER INVESTMENTS HOLDINGS LTD.
	By: Pioneer Institutional Asset Management,
	Inc., Advisor to the Lender above
		
	By:	 	/s/ Margaret C. Bagley
		 	Name:	 	Margaret C. Bagley
		 	Title:	 	Assistant Secretary and
		 		 	Associate General Counsel
	
	BAKER STREET FUNDING CLO 2005-I LTD.
	By: Seix Investment Advisors LLC, as Collateral
	Manager
	
	GRAND HORN CLO LTD.
	By: Seix Investment Advisors LLC, as Collateral
	Manager
	
	MOUNTAIN VIEW FUNDING CLO 2006-I LTD.
	By: Seix Investment Advisors LLC, as Collateral
	 Manager

	
	MOUNTAIN VIEW CLO II LTD.
	By: Seix Investment Advisors LLC, as Collateral
	 Manager

	
	MOUNTAIN VIEW CLO III LTD.
	By: Seix Investment Advisors LLC, as Collateral
	 Manager

		
	By:	 	/s/ George Goudelias
		 	Name:	 	George Goudelias
		 	Title:	 	Managing Director










					
	VICTORIA FALLS CLO, LTD.
		
	By:	 	/s/ Bradley K. Bryan
		 	Name:	 	Bradley K. Bryan
		 	Title:	 	Senior Vice President
	
	SUMMIT LAKE CLO, LTD.
		
	By:	 	/s/ Bradley K. Bryan
		 	Name:	 	Bradley K. Bryan
		 	Title:	 	Senior Vice President
	
	CLEAR LAKE CLO, LTD.
		
	By:	 	/s/ Bradley K. Bryan
		 	Name:	 	Bradley K. Bryan
		 	Title:	 	Senior Vice President
	
	DIAMOND LAKE CLO, LTD.
		
	By:	 	/s/ Bradley K. Bryan
		 	Name:	 	Bradley K. Bryan
		 	Title:	 	Senior Vice President
	
	ST. JAMES RIVER CLO, LTD.
		
	By:	 	/s/ Bradley K. Bryan
		 	Name:	 	Bradley K. Bryan
		 	Title:	 	Senior Vice President










					
	 BY: CALLIDUS DEBT PARTNERS CLO
 FUND II, LTD.

	By: Its Collateral Manager,
	Callidus Capital Management, LLC
		
	By:	 	 /s/ Ira Ginsburg

		 	Name:	 	Ira Ginsburg
		 	Title:	 	Principal
	
	BY: CALLIDUS DEBT PARTNERS CLO FUND III LTD.
	By: Its Collateral Manager,
	Callidus Capital Management, LLC
		
	By:	 	 /s/ Ira Ginsburg

		 	Name:	 	Ira Ginsburg
		 	Title:	 	Principal
	
	BY: CALLIDUS DEBT PARTNERS CLO FUND IV LTD.
	By: Its Collateral Manager,
	Callidus Capital Management, LLC
		
	By:	 	 /s/ Ira Ginsburg

		 	Name:	 	Ira Ginsburg
		 	Title:	 	Principal
	
	BY: CALLIDUS DEBT PARTNERS CLO FUND V, LTD.
	By: Its Collateral Manager,
	Callidus Capital Management, LLC
		
	By:	 	 /s/ Ira Ginsburg

		 	Name:	 	Ira Ginsburg
		 	Title:	 	Principal










					
	BY: CALLIDUS DEBT PARTNERS CLO FUND VI, LTD.
	By: Its Collateral Manager,
	Callidus Capital Management, LLC
		
	By:	 	 /s/ Ira Ginsburg

		 	Name:	 	Ira Ginsburg
		 	Title:	 	Principal
	
	BY: CALLIDUS DEBT PARTNERS CLO FUND VII, LTD.
	By: Its Collateral Manager,
	Callidus Capital Management, LLC
		
	By:	 	 /s/ Ira Ginsburg

		 	Name:	 	Ira Ginsburg
		 	Title:	 	Principal
	
	BY: MAPS CLO FUND I, LLC
	By: Its Collateral Manager,
	Callidus Capital Management, LLC
		
	By:	 	 /s/ Ira Ginsburg

		 	Name:	 	Ira Ginsburg
		 	Title:	 	Principal
	
	BY: MAPS CLO FUND II, LTD.
	By: Its Collateral Manager,
	Callidus Capital Management, LLC
		
	By:	 	 /s/ Ira Ginsburg

		 	Name:	 	Ira Ginsburg
		 	Title:	 	Principal










					
	VAN KAMPEN SENIOR LOAN FUND
	By:	 	Van Kampen Asset Management
		
	By:	 	 /s/ Philip Yarrow

		 	Name:	 	Philip Yarrow
		 	Title:	 	Executive Director
	
	VAN KAMPEN SENIOR INCOME TRUST
	By:	 	Van Kampen Asset Management
		
	By:	 	 /s/ Philip Yarrow

		 	Name:	 	Philip Yarrow
		 	Title:	 	Executive Director
	
	MSIM PECONIC BAY, LTD.
	 By: Morgan Stanley Investment Management Inc.
 as Collateral Manager

		
	By:	 	 /s/ William A. Housey Jr.

		 	Name:	 	William A. Housey Jr.
		 	Title:	 	Executive Director
	
	GENESIS CLO 2007-2, LTD., as a Lender
	By:	 	LLCP Advisors LLC, as Collateral Manager
		
	By:	 	 /s/ Steven Hartman

		 	Name:	 	Steven Hartman
		 	Title:	 	General Counsel










					
	BALLYROCK CLO 2006-2 LIMITED
	By: Ballyrock Investment Advisors LLC, as
	Collateral Manager
		
	By:	 	 /s/ Lisa Rymut

		 	Name:	 	Lisa Rymut
		 	Title:	 	Assistant Treasurer
	
	BALLYROCK CLO 2006-1 LIMITED
	By: Ballyrock Investment Advisors LLC, as
	Collateral Manager
		
	By:	 	 /s/ Lisa Rymut

		 	Name:	 	Lisa Rymut
		 	Title:	 	Assistant Treasurer
	
	BALLYROCK CLO II LIMITED
	By: Ballyrock Investment Advisors LLC, as
	Collateral Manager
		
	By:	 	 /s/ Lisa Rymut

		 	Name:	 	Lisa Rymut
		 	Title:	 	Assistant Treasurer
	
	BALLYROCK CLO III LIMITED
	By: Ballyrock Investment Advisors LLC, as
	Collateral Manager
		
	By:	 	 /s/ Lisa Rymut

		 	Name:	 	Lisa Rymut
		 	Title:	 	Assistant Treasurer










					
	FIDELITY CENTRAL INVESTMENT
	PORTFOLIOS LLC: FIDELITY FLOATING
	RATE CENTRAL INVESTMENT
	PORTFOLIO
		
	By:	 	 /s/ Paul Murphy

		 	Name:	 	Paul Murphy
		 	Title:	 	Assistant Treasurer
	
	PYRAMIS FLOATING RATE HIGH INCOME
	COMMINGLED POOL
	By: Pyramis Global Advisors Trust Company, as
	Trustee
		
	By:	 	 /s/ Lynn M. Farrand

		 	Name:	 	Lynn M. Farrand
		 	Title:	 	Director
	
	PPM SHADOW CREEK FUNDING LLC
		
	By:	 	 /s/ Stacy Lai

		 	Name:	 	Stacy Lai
		 	Title:	 	Assistant Vice President
	
	BELL ATLANTIC MASTER TRUST
	By: TCW Asset Management Company,
	As Investment Manager
		
	By:	 	 /s/ Stephen Suo

		 	Name:	 	Stephen Suo
		 	Title:	 	Senior Vice President
		
	By:	 	 /s/ Edison Hwang

		 	Name:	 	Edison Hwang
		 	Title:	 	Vice President










					
	FARAKER INVESTMENT PTE LTD.
	By: TCW Asset Management Company, as Manager
		
	By:	 	 /s/ Stephen Suo

		 	Name:	 	Stephen Suo
		 	Title:	 	Senior Vice President
		
	By:	 	 /s/ Edison Hwang

		 	Name:	 	Edison Hwang
		 	Title:	 	Vice President
	
	FIRST 2004-I CLO, LTD.
	 By: TCW Asset Management Company,
 its Collateral Manager

		
	By:	 	 /s/ Stephen Suo

		 	Name:	 	Stephen Suo
		 	Title:	 	Senior Vice President
		
	By:	 	 /s/ Edison Hwang

		 	Name:	 	Edison Hwang
		 	Title:	 	Vice President
	
	FIRST 2004-II CLO, LTD.
	 By: TCW Asset Management Company,
 its Collateral Manager

		
	By:	 	 /s/ Stephen Suo

		 	Name:	 	Stephen Suo
		 	Title:	 	Senior Vice President
		
	By:	 	 /s/ Edison Hwang

		 	Name:	 	Edison Hwang
		 	Title:	 	Vice President










					
	ILLINOIS STATE BOARD OF INVESTMENT
	 By: TCW Asset Management Company,
 as its Investment Advisor

		
	By:	 	 /s/ Stephen Suo

		 	Name:	 	Stephen Suo
		 	Title:	 	Senior Vice President
		
	By:	 	 /s/ Edison Hwang

		 	Name:	 	Edison Hwang
		 	Title:	 	Vice President
	
	MAC CAPITAL, LTD.
	By: TCW Asset Management Company as its
	Portfolio Manager
		
	By:	 	 /s/ Stephen Suo

		 	Name:	 	Stephen Suo
		 	Title:	 	Senior Vice President
		
	By:	 	 /s/ Edison Hwang

		 	Name:	 	Edison Hwang
		 	Title:	 	Vice President
	
	MOMENTUM CAPITAL FUND, LTD.
	By: TCW Asset Management Company as its
	Portfolio Manager
		
	By:	 	 /s/ Stephen Suo

		 	Name:	 	Stephen Suo
		 	Title:	 	Senior Vice President
		
	By:	 	 /s/ Edison Hwang

		 	Name:	 	Edison Hwang
		 	Title:	 	Vice President










					
	PARK AVENUE LOAN TRUST
	 By: TCW Asset Management Company,
 as Agent

		
	By:	 	 /s/ Stephen Suo

		 	Name:	 	Stephen Suo
		 	Title:	 	Senior Vice President
		
	By:	 	 /s/ Edison Hwang

		 	Name:	 	Edison Hwang
		 	Title:	 	Vice President
	
	RGA REINSURANCE COMPANY
	By: TCW Asset Management Company as its
	Investment Advisor
		
	By:	 	 /s/ Stephen Suo

		 	Name:	 	Stephen Suo
		 	Title:	 	Senior Vice President
		
	By:	 	 /s/ Edison Hwang

		 	Name:	 	Edison Hwang
		 	Title:	 	Vice President
	
	TCW CREDIT OPPORTUNITIES FUND I B,
	L.P.
	TCW Asset Management Company as Manager
		
	By:	 	 /s/ Stephen Suo

		 	Name:	 	Stephen Suo
		 	Title:	 	Senior Vice President
		
	By:	 	 /s/ Edison Hwang

		 	Name:	 	Edison Hwang
		 	Title:	 	Vice President










					
	TCW CREDIT OPPORTUNITIES FUND, L.P.
	By: TCW Asset Management Company as
	Manager
		
	By:	 	 /s/ Stephen Suo

		 	Name:	 	Stephen Suo
		 	Title:	 	Senior Vice President
		
	By:	 	 /s/ Edison Hwang

		 	Name:	 	Edison Hwang
		 	Title:	 	Vice President
	
	TCW SENIOR SECURED FLOATING RATE
	LOAN FUND, L.P.
	By: TCW Asset Management Company as its
	Investment
		
	By:	 	 /s/ Stephen Suo

		 	Name:	 	Stephen Suo
		 	Title:	 	Senior Vice President
		
	By:	 	 /s/ Edison Hwang

		 	Name:	 	Edison Hwang
		 	Title:	 	Vice President
	
	VELOCITY CLO LTD.
	 By: TCW Asset Management Company,
 as Collateral Manager

		
	By:	 	 /s/ Stephen Suo

		 	Name:	 	Stephen Suo
		 	Title:	 	Senior Vice President
		
	By:	 	 /s/ Edison Hwang

		 	Name:	 	Edison Hwang
		 	Title:	 	Vice President










					
	VITESSE CLO LTD.
	By: TCW Asset Management Company as its
	Portfolio Manager
		
	By:	 	 /s/ Stephen Suo

		 	Name:	 	Stephen Suo
		 	Title:	 	Senior Vice President
		
	By:	 	 /s/ Edison Hwang

		 	Name:	 	Edison Hwang
		 	Title:	 	Vice President
	
	WEST BEND MUTUAL INSURANCE
	COMPANY
	By: TCW Asset Management Company, as its
	Investment Advisor
		
	By:	 	 /s/ Stephen Suo

		 	Name:	 	Stephen Suo
		 	Title:	 	Senior Vice President
		
	By:	 	 /s/ Edison Hwang

		 	Name:	 	Edison Hwang
		 	Title:	 	Vice President
	
	TCW ABSOLUTE RETURN CREDIT FUND,
	L.P.
	By: TCW Asset Management Company, its
	Investment Manager
		
	By:	 	 /s/ Melissa V. Weiler

		 	Name:	 	Melissa v. Weiler
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Steven M. Koehler

		 	Name:	 	Steven M. Koehler
		 	Title:	 	Senior Vice President










					
	MARATHON FINANCING I B.V.
	By: Marathon Asset Management L.P.
	Its Portfolio Manager and Authorized Signatory
		
	By:	 	 /s/ Louis T. Hanover

		 	Name:	 	Louis T. Hanover
		 	Title:	 	Authorized Signatory
	
	MARATHON CLO II LTD.
	By: Marathon Asset Management L.P.
	Its Collateral Manager
		
	By:	 	 /s/ Louis T. Hanover

		 	Name:	 	Louis T. Hanover
		 	Title:	 	Authorized Signatory
	
	COLUMBUSNOVA CLO LTD. 2006-I
		
	By:	 	 /s/ Patrick Engel

		 	Name:	 	Patrick Engel
		 	Title:	 	Director
	
	COLUMBUSNOVA CLO LTD. 2006-II
		
	By:	 	 /s/ Patrick Engel

		 	Name:	 	Patrick Engel
		 	Title:	 	Director
	
	COLUMBUSNOVA CLO LTD. 2007-I
		
	By:	 	 /s/ Patrick Engel

		 	Name:	 	Patrick Engel
		 	Title:	 	Director










					
	COLUMBUSNOVA CLO LTD. 2007-II
		
	By:	 	 /s/ Patrick Engel

		 	Name:	 	Patrick Engel
		 	Title:	 	Director
	
	ATRIUM V
	By: Credit Suisse Alternative Capital, Inc. as Collateral Manager
		
	By:	 	 /s/ Thomas Flannery

		 	Name:	 	Thomas Flannery
		 	Title:	 	Authorized Signatory
	
	ATRIUM VI
	 By: Credit Suisse Alternative Capital, Inc. as
 Collateral Manager

		
	By:	 	 /s/ Thomas Flannery

		 	Name:	 	Thomas Flannery
		 	Title:	 	Authorized Signatory
	
	CSAM FUNDING I
		
	By:	 	 /s/ Thomas Flannery

		 	Name:	 	Thomas Flannery
		 	Title:	 	Authorized Signatory
	
	MADISON PARK FUNDING I, Ltd.
		
	By:	 	 /s/ Thomas Flannery

		 	Name:	 	Thomas Flannery
		 	Title:	 	Authorized Signatory










					
	MADISON PARK FUNDING II, Ltd.
	 By: Credit Suisse Alternative Capital, Inc. as
 Collateral Manager

		
	By:	 	 /s/ Thomas Flannery

		 	Name:	 	Thomas Flannery
		 	Title:	 	Authorized Signatory
	
	MADISON PARK FUNDING V, Ltd.
	 By: Credit Suisse Alternative Capital, Inc. as
 Collateral Manager

		
	By:	 	 /s/ Thomas Flannery

		 	Name:	 	Thomas Flannery
		 	Title:	 	Authorized Signatory
	
	MADISON PARK FUNDING VI, Ltd.
	 By: Credit Suisse Alternative Capital, Inc. as
 Collateral Manager

		
	By:	 	 /s/ Thomas Flannery

		 	Name:	 	Thomas Flannery
		 	Title:	 	Authorized Signatory
	
	WHITEHORSE I, LTD.
	 By: WhiteHorse Capital Partners, L.P.
 As Collateral Manager

	By: WhiteRock Asset Advisor, LLC, its G.P.
		
	By:	 	 /s/ Ethan Underwood

		 	Name:	 	Ethan Underwood
		 	Title:	 	Portfolio Manager










					
	WHITEHORSE II, LTD.
	 By: WhiteHorse Capital Partners, L.P.
 As Collateral Manager

	By: WhiteRock Asset Advisor, LLC, its G.P.
		
	By:	 	 /s/ Ethan Underwood

		 	Name:	 	Ethan Underwood
		 	Title:	 	Portfolio Manager
	
	WHITEHORSE III, LTD.
	 By: WhiteHorse Capital Partners, L.P.
 As Collateral Manager

	By: WhiteRock Asset Advisor, LLC, its G.P.
		
	By:	 	 /s/ Ethan Underwood

		 	Name:	 	Ethan Underwood
		 	Title:	 	Portfolio Manager
	
	WHITEHORSE V, LTD.
	 By: WhiteHorse Capital Partners, L.P.
 As Collateral Manager

	By: WhiteRock Asset Advisor, LLC, its G.P.
		
	By:	 	 /s/ Ethan Underwood

		 	Name:	 	Ethan Underwood
		 	Title:	 	Portfolio Manager
	
	 FEINGOLD O’KEEFFE CAPITAL, LLC
 As Collateral Manager for

	Lime Street CLO, Ltd.
		
	By:	 	 /s/ Scott D’Orsi

		 	Name:	 	Scott D’Orsi
		 	Title:	 	Portfolio Manager










					
	FEINGOLD O’KEEFFE CAPITAL, LLC
	As Collateral Manager for
	Emerson Place CLO, Ltd.
		
	By:	 	 /s/ Scott D’Orsi

		 	Name:	 	Scott D’Orsi
		 	Title:	 	Portfolio Manager
	
	CANYON CAPITAL CLO 2004-1, LTD.
		
	By:	 	 /s/ Michael M. Leyland

		 	Name:	 	Michael M. Leyland
		 	Title:	 	Authorized Signatory
		
	By:	 	Canyon Capital Advisors LLC,
		 	a Delaware limited liability company,
		 	its Collateral Manager
	
	GENESIS CLO 2007-1 LTD.
	By:	 	Ore Hill Partners LLC
	Its: Investment Advisor
		
	By:	 	 /s/ Claude A. Baum, Esq.

		 	Name:	 	Claude A. Baum, Esq.
		 	Title:	 	General Counsel
		 		 	Ore Hill Partners LLC
	
	GMAM GROUP PENSION TRUST I
	By:	 	State Street Bank & Trust Company as Trustee
	For GMAM Group Pension Trust I
		
	By:	 	 /s/ Aaron J. Poulin

		 	Name:	 	Aaron J. Poulin
		 	Title:	 	Vice President
		 		 	State Street Bank & Trust Co.










					
	CREDOS FLOATING RATE FUND, L.P.
	By: Shenkman Capital Management, Inc., its
	General Partner
		
	By:	 	 /s/ Richard H. Weinstein

		 	Name:	 	Richard H. Weinstein
		 	Title:	 	Executive Vice President
	
	PRIMUS HIGH YIELD BOND FUND, L.P.
	By: Shenkman Capital Management, Inc., its
	General Partner
		
	By:	 	 /s/ Richard H. Weinstein

		 	Name:	 	Richard H. Weinstein
		 	Title:	 	Executive Vice President
	
	TAVITIAN FOUNDATION, INC.
	By: Shenkman Capital Management, Inc., as
	Investment Manager
		
	By:	 	 /s/ Richard H. Weinstein

		 	Name:	 	Richard H. Weinstein
		 	Title:	 	Executive Vice President
	
	TEACHERS’ RETIREMENT SYSTEM OF LOUISIANA
	(Shenkman - BANK LOAN ACCOUNT)
	By: Shenkman Capital Management, Inc., as
	Investment Manager
		
	By:	 	 /s/ Richard H. Weinstein

		 	Name:	 	Richard H. Weinstein
		 	Title:	 	Executive Vice President










					
	TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA
	By: Shenkman Capital Management, Inc., as Investment Manager
		
	By:	 	 /s/ Richard H. Weinstein

		 	Name:	 	Richard H. Weinstein
		 	Title:	 	Executive Vice President
	
	HARBOR HIGH YIELD BOND FUND
	By: Shenkman Capital Management, Inc., as Sub Advisor
		
	By:	 	 /s/ Richard H. Weinstein

		 	Name:	 	Richard H. Weinstein
		 	Title:	 	Executive Vice President
	
	HEWETT’S ISLAND CLO IV, LTD.
	By: CypressTree Investment Management Company, Inc., as Portfolio Manager
		
	By:	 	 /s/ Robert Weeden

		 	Name:	 	Robert Weeden
		 	Title:	 	Portfolio Manager
	
	HEWETT’S ISLAND CLO V, LTD.
	By: CypressTree Investment Management Company, Inc., as Portfolio Manager
		
	By:	 	 /s/ Robert Weeden

		 	Name:	 	Robert Weeden
		 	Title:	 	Portfolio Manager










					
	BLUEMOUNTAIN CLO LTD
	By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its collateral manager
		
	By:	 	 /s/ Glenn Mueller

		 	Name:	 	Glenn Mueller
		 	Title:	 	Associate
	
	BLUEMOUNTAIN CLO II LTD
	By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its collateral manager
		
	By:	 	 /s/ Glenn Mueller

		 	Name:	 	Glenn Mueller
		 	Title:	 	Associate
	
	BLUEMOUNTAIN CLO III LTD
	By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its collateral manager
		
	By:	 	 /s/ Glenn Mueller

		 	Name:	 	Glenn Mueller
		 	Title:	 	Associate
	
	ENDURANCE CLO I, LTD.
	By: West Gate Horizons Advisors LLC, as Collateral Manager
		
	By:	 	 /s/ Robert Cohen

		 	Name:	 	Robert Cohen
		 	Title:	 	Senior Credit Analyst










					
	WG HORIZONS CLO I
	By: West Gate Horizons Advisors LLC, as Investment Manager
		
	By:	 	 /s/ Robert Cohen

		 	Name:	 	Robert Cohen
		 	Title:	 	Senior Credit Analyst
	
	OCEAN TRAILS CLO I
	By: West Gate Horizons Advisors LLC, as Investment Manager
		
	By:	 	 /s/ Robert Cohen

		 	Name:	 	Robert Cohen
		 	Title:	 	Senior Credit Analyst
	
	OCEAN TRAILS CLO II
	By: West Gate Horizons Advisors LLC, as Investment Manager
		
	By:	 	 /s/ Robert Cohen

		 	Name:	 	Robert Cohen
		 	Title:	 	Senior Credit Analyst
	
	FRIDSON CREDIT STRATEGIES MASTER FUND, L.P.
		
	By:	 	 /s/ David Teolis

		 	Name:	 	David Teolis
		 	Title:	 	Portfolio Manager










					
	GREEN ISLAND CBNA LOAN FUNDING LLC
		
	By:	 	 /s/ Andrew Valko

		 	Name:	 	Andrew Valko
		 	Title:	 	Attorney-in-Fact
	
	ACA CLO 2005-1, LTD.,
	By its investment adviser Apidos Capital Management, LLC
		
	By:	 	 /s/ Vincent Ingato

		 	Name:	 	Vincent Ingato
		 	Title:	 	Managing Director
	
	ACA CLO 2006-1, LTD.,
	By its investment adviser Apidos Capital Management, LLC
		
	By:	 	 /s/ Vincent Ingato

		 	Name:	 	Vincent Ingato
		 	Title:	 	Managing Director
	
	ACA CLO 2006-2, LTD.,
	By its investment adviser Apidos Capital Management, LLC
		
	By:	 	 /s/ Vincent Ingato

		 	Name:	 	Vincent Ingato
		 	Title:	 	Managing Director










					
	ACA CLO 2007-1, LTD.,
	By its investment adviser Apidos Capital Management, LLC
		
	By:	 	 /s/ Vincent Ingato

		 	Name:	 	Vincent Ingato
		 	Title:	 	Managing Director
	
	APIDOS CDO I,
	By its investment adviser Apidos Capital Management, LLC
		
	By:	 	 /s/ Vincent Ingato

		 	Name:	 	Vincent Ingato
		 	Title:	 	Managing Director
	
	APIDOS CDO II,
	By its investment adviser Apidos Capital Management, LLC
		
	By:	 	 /s/ Vincent Ingato

		 	Name:	 	Vincent Ingato
		 	Title:	 	Managing Director
	
	APIDOS CDO III,
	By its investment adviser Apidos Capital Management, LLC
		
	By:	 	 /s/ Vincent Ingato

		 	Name:	 	Vincent Ingato
		 	Title:	 	Managing Director










					
	APIDOS CDO IV,
	By its investment adviser Apidos Capital Management, LLC
		
	By:	 	 /s/ Vincent Ingato

		 	Name:	 	Vincent Ingato
		 	Title:	 	Managing Director
	
	APIDOS CDO V,
	By its investment adviser Apidos Capital Management, LLC
		
	By:	 	 /s/ Vincent Ingato

		 	Name:	 	Vincent Ingato
		 	Title:	 	Managing Director
	
	APIDOS CINCO CDO
	By its investment adviser Apidos Capital Management, LLC
		
	By:	 	 /s/ Vincent Ingato

		 	Name:	 	Vincent Ingato
		 	Title:	 	Managing Director
	
	APIDOS QUATTRO CDO,
	By its investment adviser Apidos Capital Management, LLC
		
	By:	 	 /s/ Vincent Ingato

		 	Name:	 	Vincent Ingato
		 	Title:	 	Managing Director










					
	UBS LOAN FINANCE LLC
		
	By:	 	 /s/ Mary E. Evans

		 	Name:	 	Mary E. Evans
		 	Title:	 	Associate Director
		
	By:	 	 /s/ Marie Haddad

		 	Name:	 	Marie Haddad
		 	Title:	 	Associate Director
	
	 MACKAY SHORT DURATION ALPHA FUND NEW YORK LIFE INSURANCE COMPANY (GUARANTEED PRODUCTS)
 NEW YORK LIFE INSURANCE COMPANY, GP - PORTABLE ALPHA
 HOUSTON POLICE OFFICERS’ PENSION SYSTEM
 MACKAY SHIELDS CORE PLUS ALPHA FUND LTD.

	 By: MacKay Shields LLC
 as Investment Adviser and not individually

		
	By:	 	 /s/ Dan Roberts

		 	Name:	 	Dan Roberts
		 	Title:	 	Sr. Managing Director










					
	STONE TOWER CDO LTD.
	 By Stone Tower Debt Advisors LLC
 As Its Collateral Manager

		
	By:	 	 /s/ Michael W. DelPercio

		 	Name:	 	Michael W. DelPercio
		 	Title:	 	Authorized Signatory
	
	STONE TOWER CDO II LTD.
	 By Stone Tower Debt Advisors LLC
 As Its Collateral Manager

		
	By:	 	 /s/ Michael W. DelPercio

		 	Name:	 	Michael W. DelPercio
		 	Title:	 	Authorized Signatory
	
	STONE TOWER CLO III LTD.
	 By Stone Tower Debt Advisors LLC
 As Its Collateral Manager

		
	By:	 	 /s/ Michael W. DelPercio

		 	Name:	 	Michael W. DelPercio
		 	Title:	 	Authorized Signatory
	
	STONE TOWER CLO IV LTD.
	 By Stone Tower Debt Advisors LLC
 As Its Collateral Manager

		
	By:	 	 /s/ Michael W. DelPercio

		 	Name:	 	Michael W. DelPercio
		 	Title:	 	Authorized Signatory










					
	STONE TOWER CLO V LTD.
	 By Stone Tower Debt Advisors LLC
 As Its Collateral Manager

		
	By:	 	 /s/ Michael W. DelPercio

		 	Name:	 	Michael W. DelPercio
		 	Title:	 	Authorized Signatory
	
	STONE TOWER CLO VI LTD.
	 By Stone Tower Debt Advisors LLC
 As Its Collateral Manager

		
	By:	 	 /s/ Michael W. DelPercio

		 	Name:	 	Michael W. DelPercio
		 	Title:	 	Authorized Signatory
	
	STONE TOWER CLO VII LTD.
	 By Stone Tower Debt Advisors LLC
 As Its Collateral Manager

		
	By:	 	 /s/ Michael W. DelPercio

		 	Name:	 	Michael W. DelPercio
		 	Title:	 	Authorized Signatory










					
	RAMPART CLO 2006-1 LTD.
	 By Stone Tower Debt Advisors LLC
 As Its Collateral Manager

		
	By:	 	 /s/ Michael W. DelPercio

		 	Name:	 	Michael W. DelPercio
		 	Title:	 	Authorized Signatory
	
	RAMPART CLO 2007 LTD.
	 By Stone Tower Debt Advisors LLC
 As Its Collateral Manager

		
	By:	 	 /s/ Michael W. DelPercio

		 	Name:	 	Michael W. DelPercio
		 	Title:	 	Authorized Signatory










					
	GRANITE VENTURES III LTD.
	By Stone Tower Debt Advisors LLC
	As Its Collateral Manager
		
	By:	 	 /s/ Michael W. DelPercio

		 	Name:	 	Michael W. DelPercio
		 	Title:	 	Authorized Signatory
	
	GRANITE VENTURES II LTD.
	By Stone Tower Debt Advisors LLC
	As Its Collateral Manager
		
	By:	 	 /s/ Michael W. DelPercio

		 	Name:	 	Michael W. DelPercio
		 	Title:	 	Authorized Signatory
	
	GRANITE VENTURES I LTD.
	By Stone Tower Debt Advisors LLC
	As Its Collateral Manager
		
	By:	 	 /s/ Michael W. DelPercio

		 	Name:	 	Michael W. DelPercio
		 	Title:	 	Authorized Signatory
	
	CORNERSTONE CLO LTD.
	By Stone Tower Debt Advisors LLC
	As Its Collateral Manager
		
	By:	 	 /s/ Michael W. DelPercio

		 	Name:	 	Michael W. DelPercio
		 	Title:	 	Authorized Signatory










					
	WACHOVIA BANK, N.A.
		
	By:	 	 /s/ Michael R. Burkitt

		 	Name:	 	Michael R. Burkitt
		 	Title:	 	SVP
	
	ATLANTIS FUNDING LTD.
	By:	 	INVESCO Senior Secured Management, Inc.
	as Collateral Manager
		
	By:	 	 /s/ Thomas Ewald

		 	Name:	 	Thomas Ewald
		 	Title:	 	Authorized Signatory
	
	AVALON CAPITAL LTD. 3
	By: lNVESCO Senior Secured Management, Inc.
	As Asset Manager
		
	By:	 	 /s/ Thomas Ewald

		 	Name:	 	Thomas Ewald
		 	Title:	 	Authorized Signatory
	
	BELHURST CLO LTD.
	By: INVESCO Senior Secured Management, Inc.
	As Collateral Manager
		
	By:	 	 /s/ Thomas Ewald

		 	Name:	 	Thomas Ewald
		 	Title:	 	Authorized Signatory










					
	BLT 2009 – 1 LTD.
	By: INVESCO Senior Secured Management, Inc.
	As Collateral Manager
		
	By:	 	 /s/ Thomas Ewald

		 	Name:	 	Thomas Ewald
		 	Title:	 	Authorized Signatory
	
	CHAMPLAIN CLO, LTD.
	By: INVESCO Senior Secured Management, Inc.
	As Collateral Manager
		
	By:	 	 /s/ Thomas Ewald

		 	Name:	 	Thomas Ewald
		 	Title:	 	Authorized Signatory
	
	AIM FLOATING RATE FUND
	By: INVESCO Senior Secured Management, Inc.
	As Sub-Adviser
		
	By:	 	 /s/ Thomas Ewald

		 	Name:	 	Thomas Ewald
		 	Title:	 	Authorized Signatory
	
	HUDSON CANYON FUNDING II, LTD.
	By: INVESCO Senior Secured Management, Inc.
	As Collateral Manager & Attorney-in-Fact
		
	By:	 	 /s/ Thomas Ewald

		 	Name:	 	Thomas Ewald
		 	Title:	 	Authorized Signatory










					
	LIMEROCK CLO I
	By: INVESCO Senior Secured Management, Inc.
	As Investment Manager
		
	By:	 	 /s/ Thomas Ewald

		 	Name:	 	Thomas Ewald
		 	Title:	 	Authorized Signatory
	
	NAUTIQUE FUNDING LTD.
	By: INVESCO Senior Secured Management, Inc.
	As Collateral Manager
		
	By:	 	 /s/ Thomas Ewald

		 	Name:	 	Thomas Ewald
		 	Title:	 	Authorized Signatory
	
	SAGAMORE CLO, LTD.
	By: INVESCO Senior Secured Management, Inc.
	As Collateral Manager
		
	By:	 	 /s/ Thomas Ewald

		 	Name:	 	Thomas Ewald
		 	Title:	 	Authorized Signatory
	
	SARATOGA CLO I, LIMITED
	By: INVESCO Senior Secured Management, Inc.
	As the Asset Manager
		
	By:	 	 /s/ Thomas Ewald

		 	Name:	 	Thomas Ewald
		 	Title:	 	Authorized Signatory










					
	WASATCH CLO LTD.
	By: INVESCO Senior Secured Management, Inc.
	As Portfolio Manager
		
	By:	 	 /s/ Thomas Ewald

		 	Name:	 	Thomas Ewald
		 	Title:	 	Authorized Signatory
	
	PPM GRAYHAWK CLO, LTD.
		
	By:	 	 /s/ Chris Kappas

		 	PPM America Inc. as Collateral Manager
		 	Name:	 	Chris Kappas
		 	Title:	 	Managing Director
	
	SERVES 2006-1, Ltd.
		
	By:	 	 /s/ Chris Kappas

		 	PPM America Inc. as Collateral Manager
		 	Name:	 	Chris Kappas
		 	Title:	 	Managing Director
	
	[FALL CREEK CLO, LTD]
		
	By:	 	 /s/ Bryan Higgins

		 	Name:	 	Bryan Higgins
		 	Title:	 	Authorized Signor










					
	[EAGLE CREEK CLO, LTD.]
		
	By:	 	 /s/ Bryan Higgins

		 	Name:	 	Bryan Higgins
		 	Title:	 	Authorized Signor
	
	SUMITOMO MITSUI BANKING
	CORPORATION
		
	By:	 	 /s/ Yasuhiko Imai

		 	Name:	 	Yasuhiko Imai
		 	Title:	 	Senior Vice President
	
	BUSHNELL LOAN FUND II, LTD.
		
	By:	 	 /s/ Adam Jacobs

		 	Name:	 	Adam Jacobs
		 	Title:	 	Attorney-in-Fact
	
	STEDMAN LOAN FUND II, LTD.
		
	By:	 	 /s/ Adam Jacobs

		 	Name:	 	Adam Jacobs
		 	Title:	 	Attorney-in-Fact
	
	FIRST TENNESSEE BANK NATIONAL
	ASSOCIATION
		
	By:	 	 /s/ Phillip E. Stevenson

		 	Name:	 	Phillip E. Stevenson
		 	Title:	 	Sr. Vice President










					
	VENTURE II CDO 2002, LIMITED
	By its investment advisor,
	MJX Asset Management LLC
		
	By:	 	 /s/ Frederick H. Taylor

		 	Name:	 	Frederick H. Taylor
		 	Title:	 	Managing Director
	
	VENTURE III CDO, LIMITED
	By its investment advisor,
	MJX Asset Management LLC
		
	By:	 	 /s/ Frederick H. Taylor

		 	Name:	 	Frederick H. Taylor
		 	Title:	 	Managing Director
	
	VENTURE IV CDO, LIMITED
	By its investment advisor,
	MJX Asset Management LLC
		
	By:	 	 /s/ Frederick H. Taylor

		 	Name:	 	Frederick H. Taylor
		 	Title:	 	Managing Director
	
	VENTURE V CDO, LIMITED
	By its investment advisor,
	MJX Asset Management LLC
		
	By:	 	 /s/ Frederick H. Taylor

		 	Name:	 	Frederick H. Taylor
		 	Title:	 	Managing Director










					
	VENTURE VI CDO, LIMITED
	By its investment advisor,
	MJX Asset Management LLC
		
	By:	 	 /s/ Frederick H. Taylor

		 	Name:	 	Frederick H. Taylor
		 	Title:	 	Managing Director
	
	VENTURE VII CDO, LIMITED
	By its investment advisor,
	MJX Asset Management LLC
		
	By:	 	 /s/ Frederick H. Taylor

		 	Name:	 	Frederick H. Taylor
		 	Title:	 	Managing Director
	
	VENTURE VIII CDO, LIMITED
	By its investment advisor,
	MJX Asset Management LLC
		
	By:	 	 /s/ Frederick H. Taylor

		 	Name:	 	Frederick H. Taylor
		 	Title:	 	Managing Director
	
	VENTURE IX CDO, LIMITED
	By its investment advisor,
	MJX Asset Management LLC
		
	By:	 	 /s/ Frederick H. Taylor

		 	Name:	 	Frederick H. Taylor
		 	Title:	 	Managing Director










					
	VISTA LEVERAGED INCOME FUND
	By its investment advisor,
	MJX Asset Management LLC
		
	By:	 	 /s/ Frederick H. Taylor

		 	Name:	 	Frederick H. Taylor
		 	Title:	 	Managing Director
	
	GS LUX DEBT HOLDINGS II SARL
		
	By:	 	 /s/ Simon Cresswell

		 	Name:	 	Simon Cresswell
		 	Title:	 	Director
	
	 PANGAEA CLO 2007-1 LTD.

	 By: Pangaea Asset Management, LLC,
 its Collateral Manager

		
	By:	 	 /s/ Ryan C. Metcalfe

		 	Name:	 	Ryan C. Metcalfe
		 	Title:	 	Director
	
	NANTUCKET CLO I LTD
	 By: Fortis Investment Management USA, Inc.,
 as Attorney-in-Fact

		
	By:	 	 /s/ Ronald Daigle

		 	Name:	 	Ronald Daigle
		 	Title:	 	Vice President










					
	HARCH CLO II LIMITED
		
	By:	 	 /s/ Michael E. Lewitt

		 	Name:	 	Michael E. Lewitt
		 	Title:	 	Authorized Signatory
	
	HARCH CLO III LIMITED
		
	By:	 	 /s/ Michael E. Lewitt

		 	Name:	 	Michael E. Lewitt
		 	Title:	 	Authorized Signatory
	
	HARCH CREDIT OPPORTUNITY LP
		
	By:	 	 /s/ Michael E. Lewitt

		 	Name:	 	Michael E. Lewitt
		 	Title:	 	Authorized Signatory
	
	MEADOWS FOUNDATION INCORPORATED
		
	By:	 	 /s/ Michael E. Lewitt

		 	Name:	 	Michael E. Lewitt
		 	Title:	 	Authorized Signatory
	
	FIFTH THIRD BANK
		
	By:	 	 /s/ David O’Neal

		 	Name:	 	David O'Neal
		 	Title:	 	Vice President










					
	 BANK OF AMERICA, N.A. (SUCCESSOR TO

	 LASALLE BANK NATIONAL

	 ASSOCIATION)

		
	By:	 	 /s/ John Wofford

		 	Name:	 	John Wofford
		 	Title:	 	Vice President
	
	LCM I LIMITED PARTNERSHIP
	By: Lyon Capital Management LLC, as Collateral Manager
		
	By:	 	 /s/ Sophie A. Venon

		 	Name:	 	Sophie A. Venon
		 		 	Lyon Capital Management LLC
		 	Title:	 	Portfolio Manager
	
	LCM II LIMITED PARTNERSHIP
	By: Lyon Capital Management LLC, as Collateral Manager
		
	By:	 	 /s/ Sophie A. Venon

		 	Name:	 	Sophie A. Venon
		 		 	Lyon Capital Management LLC
		 	Title:	 	Portfolio Manager
	
	LCM III, LTD.
	By: Lyon Capital Management LLC, as Collateral Manager
		
	By:	 	 /s/ Sophie A. Venon

		 	Name:	 	Sophie A. Venon
		 		 	Lyon Capital Management LLC
		 	Title:	 	Portfolio Manager










					
	LCM IV, LTD.
	By: Lyon Capital Management LLC, as Collateral Manager
		
	By:	 	 /s/ Sophie A. Venon

		 	Name:	 	Sophie A. Venon
		 		 	Lyon Capital Management LLC
		 	Title:	 	Portfolio Manager
	
	LCM V, LTD.
	By: Lyon Capital Management LLC, as Collateral Manager
		
	By:	 	 /s/ Sophie A. Venon

		 	Name:	 	Sophie A. Venon
		 		 	Lyon Capital Management LLC
		 	Title:	 	Portfolio Manager
	
	LCM VI, LTD.
	By: Lyon Capital Management LLC, as Collateral Manager
		
	By:	 	 /s/ Sophie A. Venon

		 	Name:	 	Sophie A. Venon
		 		 	Lyon Capital Management LLC
		 	Title:	 	Portfolio Manager
	
	STYX PARTNERS, L.P.
	By:	 	Styx Associates LLC, its General Partner
		
	By:	 	 /s/ Kevin Genda

		 	Name:	 	Kevin Genda
		 	Title:	 	Senior Managing Director










					
	JERSEY STREET CLO, LTD.,
	By its Collateral Manager, Massachusetts Financial
	Services Company (JLX)
		
	By:	 	 /s/ David J. Cobey

		 	Name:	 	David J. Cobey
		 	As authorized representative and not individually
	
	MARLBOROUGH STREET CLO, LTD.,
	
	By its Collateral Manager, Massachusetts Financial Services Company (JLX)
		
	By:	 	 /s/ David J. Cobey

		 	Name:	 	David J. Cobey
		 	As authorized representative and not individually
	
	BMO CAPITAL MARKETS FINANCING, INC.
		
	By:	 	 /s/ Pamela Schwartz

		 	Name:	 	Pamela E. Schwartz
		 	Title:	 	Director
	
	[FULTON FUNDING]
		
	By:	 	 /s/ Arlene Arellano

		 	Name:	 	Arlene Arellano
		 	Title:	 	Authorized Signatory










					
	[CLARKE FUNDING]
		
	By:	 	 /s/ Arlene Arellano

		 	Name:	 	Arlene Arellano
		 	Title:	 	Authorized Signatory
	
	CLAPBOARD LLC
	
	By: The Royal Bank of Scotland Plc, as Attorney-in-Fact
	By:	 	RBS Securities, Inc., Its agent
		
	By:	 	 /s/ Kevin Q. Stuebe

		 	Name:	 	Kevin Q. Stuebe
		 	Title:	 	V.P.
	
	ASCLEPIUS LLC
	By: The Royal Bank of Scotland Plc, As Attorney-in-Fact
	By: RBS Securities, Inc., Its agent
		
	By:	 	 /s/ Kevin Q. Stuebe

		 	Name:	 	Kevin Q. Stuebe
		 	Title:	 	V.P.
	
	LEVERAGESOURCE V, S.A.R.L.
		
	By:	 	 /s/ Joseph Moroney

		 	Name:	 	Joseph Moroney
		 	Title:	 	Class A Manager
		
	By:	 	 /s/ A. Kamarowsky

		 	Name:	 	A. Kamarowsky
		 	Title:	 	Class B Manager










					
	GOLDMAN SACHS LENDING PARTNERS LLC
		
	By:	 	 /s/ Andrew Caditz

		 	Name:	 	Andrew Caditz
		 	Title:	 	Authorized Signatory
	
	BOSTON HARBOR CLO 2004-1, LTD.
		
	By:	 	 /s/ Beth Mazor

		 	Name:	 	Beth Mazor
		 	Title:	 	V.P.
	
	Each of the persons listed on Schedule A Severally but not jointly as Lender
	
	By: Wellington Management Company, LLP as investment adviser
		
	By:	 	 /s/ Donald M. Caiazza

		 	Name:	 	Donald M. Caiazza
		 	Title:	 	Vice President and Counsel









 SCHEDULE A 
 HISCOX INSURANCE COMPANY (BERMUDA) LTD 
 HISCOX
SYNDICATE 33 
 STELLAR PERFORMER GLOBAL SERIES W - GLOBAL CREDIT 
 UMC BENEFIT BOARD, INC. 
 WELLINGTON TRUST COMPANY, NATIONAL ASSOCIATION MULTIPLE 
 COMMON TRUST
FUNDS TRUST—OPPORTUNISTIC FIXED INCOME 
 ALLOCATION PORTFOLIO 
 WELLINGTON TRUST COMPANY, NATIONAL ASSOCIATION MULTIPLE 
 COMMON TRUST FUNDS TRUST—OPPORTUNISTIC INVESTMENT PORTFOLIO 








					
	VICTORIA COURT CBNA LOAN FUNDING LLC
		
	By:	 	 /s/ Adam Kaiser

		 	Name:	 	Adam Kaiser
		 	Title:	 	Attorney-in-Fact









 Asset Manager: Nomura Corporate Research and Asset Management Inc. 
 Sagittarius Fund 
 By: Nomura Corporate Research and Asset Management Inc. as Investment Advisor 
 Stichting Pensioenfonds Hoogovens

 By: Nomura Corporate Research and Asset Management Inc. as Investment Advisor 
 The Regents of the University of California - # EB6J 
 By: Nomura Corporate Research and Asset Management Inc. as Investment Advisor 
 California Public Employees’ Retirement System, Account - # SW7Y 
 By: Nomura Corporate Research and Asset
Management Inc. as Investment Advisor 
 GMAM Investment Funds Trust - # 7MS7 
 By: Nomura Corporate Research and Asset Management Inc. as Investment Advisor 
 Nomura US Attractive Yield Corporate Bond Fund Mother Fund 
 By: The Nomura Trust and Banking Co., Ltd as Trustee 
 By: Nomura Corporate
Research and Asset Management Inc., Attorney in Fact 
  

					
	By:	 	 /s/ Stephen S. Kotsen

		 	Name:	 	Stephen S. Kotsen
		 	Title:	 	Portfolio Manager










					
	DEUTSCHE BANK TRUST COMPANY AMERICAS
		
	By:	 	 /s/ Erin Morrissey

		 	Name:	 	Erin Morrissey
		 	Title:	 	Vice President
		
	By:	 	 /s/ Enrique Landaeta

		 	Name:	 	Enrique Landaeta
		 	Title:	 	Vice President










					
	DEL MAR CLO I, LTD.
	By: Caywood-Scholl Capital Management, LLC.
	As Collateral Manager
		
	By:	 	 /s/ Tom Saake

		 	Name:	 	Tom Saake
		 	Title:	 	Managing Director
	
	AUCTION SERVICES TRUST
	By: Wilmington Trust Company, not in its individual capacity, but solely as owner trustee under the Trust Agreement dated April 24, 2007
		
	By:	 	 /s/ Joseph B. Feil

		 	Name:	 	Joseph B. Feil
		 	Title:	 	Vice President
	
	AIRLIE CLO 2006-II LTD.
		
	By:	 	 /s/ Seth Cameron

		 	Name:	 	Seth Cameron
		 	Title:	 	Portfolio Manager
	
	 J.P. MORGAN LEVERAGED LOANS
 MASTER FUND L.P.

		
	By:	 	 /s/ James E. Gibson

		 	Name:	 	James E. Gibson
		 	Title:	 	Managing Director










					
	LOUISIANA STATE EMPLOYEES’ RETIREMENT SYSTEM
		
	By:	 	 /s/ James E. Gibson

		 	Name:	 	James E. Gibson
		 	Title:	 	Managing Director
	
	WELLS FARGO BANK, N.A.
		
	By:	 	 /s/ Robyn Rogin

		 	Name:	 	Robyn Rogin
		 	Title:	 	Vice President
	
	MUZINICH & CO. (IRELAND) LIMITED for the account of Extrayield Global Loan Fund
		
	By:	 	 /s/ Michael Ludwig

		 	Name:	 	Michael Ludwig
		 	Title:	 	Director
	
	MUZINICH & CO. (IRELAND) LIMITED for the account of Extrayield $ Loan Fund
		
	By:	 	 /s/ Michael Ludwig

		 	Name:	 	Michael Ludwig
		 	Title:	 	Director
	
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ John Eyerman

		 	Name:	 	John Eyerman
		 	Title:	 	Portfolio Manager










					
	ROSEDALE CLO LTD.
	By: Princeton Advisory Group, Inc. the Collateral Manager
		
	By:	 	 /s/ Scott O’Connell

		 	Name:	 	Scott O’Connell
		 	Title:	 	Vice President
	
	ROSEDALE CLO II LTD.
	By: Princeton Advisory Group, Inc. the Collateral Manager
		
	By:	 	 /s/ Scott O’Connell

		 	Name:	 	Scott O’Connell
		 	Title:	 	Vice President
	
	ING CAPITAL LLC
		
	By:	 	 /s/ Lawrence P. Eyink

		 	Name:	 	Lawrence P. Eyink
		 	Title:	 	Director










					
	 BLACKROCK SENIOR HIGH INCOME FUND, INC.

	 BLACKROCK FLOATING RATE INCOME TRUST

	 BLACKROCK DEFINED OPPORTUNITY CREDIT TRUST

	 BLACKROCK LIMITED DURATION INCOME TRUST

	 BLACKROCK SENIOR INCOME SERIES

	 BLACKROCK SENIOR INCOME SERIES II

	 BLACKROCK SENIOR INCOME SERIES IV

	 BLACKROCK SENIOR INCOME SERIES V LIMITED

	 BLACKROCK DEBT STRATEGIES FUND, INC.

	 BLACKROCK FLOATING RATE INCOME STRATEGIES FUND, INC.

	 BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC.

	 BLACKROCK GLOBAL INVESTMENT SERIES: CORPORATE LOAN INCOME PORTFOLIO

	 BLACKROCK GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO

	 LONGHORN CDO III LTD.

	 MASTER SENIOR FLOATING RATE LLC

	 MISSOURI STATE EMPLOYEES' RETIREMENT SYSTEM

	 BLACKROCK SENIOR FLOATING RATE PORTFOLIO

	 SENIOR LOAN PORTFOLIO

		
	By:	 	 /s/ AnnMarie Smith

		 	Name:	 	AnnMarie Smith
		 	Title:	 	Authorized Signatory










					
	NAVIGATOR CDO 2005, LTD., as a Lender
	By: GE Asset Management Inc., as Collateral Manager
		
	By:	 	 /s/ John Campos

		 	Name:	 	John Campos
		 	Title:	 	Authorized Signatory
	
	NAVIGATOR CDO 2006, LTD., as a Lender
	By: GE Asset Management Inc., as Collateral Manager
		
	By:	 	 /s/ John Campos

		 	Name:	 	John Campos
		 	Title:	 	Authorized Signatory
	
	ING PRIME RATE TRUST
	By:	 	ING Investment Management Co. as the
	Investment Manager
		
	By:	 	 /s/ Mark F. Haak

		 	Name:	 	Mark F. Haak, CFA
		 	Title:	 	Vice President
	
	ING SENIOR INCOME FUND
	By:	 	INS Investment Management Co. as the
	Investment Manager
		
	By:	 	 /s/ Mark F. Haak,

		 	Name:	 	Mark F. Haak, CFA
		 	Title:	 	Vice President










					
	ING INTERNATIONAL (II) SENIOR BANK LOANS EURO
	By: ING Investment Management Co. as its Investment Manager
		
	By:	 	 /s/ Mark F. Haak

		 	Name:	 	Mark F. Haak, CFA
		 	Title:	 	Vice President
	
	ING INVESTMENT TRUST CO. PLAN FOR EMPLOYEE BENEFIT INVESTMENT FUNDS – SENIOR LOAN FUND
		
	By:	 	 /s/ Mark F. Haak

		 	Name:	 	Mark F. Haak, CFA
		 	Title:	 	Vice President
	
	ING INTERNATIONAL MANAGEMENT CLO I, LTD.
	By: ING Investment Management Co. as its Investment Manager
		
	By:	 	 /s/ Mark F. Haak

		 	Name:	 	Mark F. Haak, CFA
		 	Title:	 	Vice President
	
	ING INTERNATIONAL MANAGEMENT CLO II, LTD.
	By: ING Alternative Asset Management Co. as its Investment Manager
		
	By:	 	 /s/ Mark F. Haak

		 	Name:	 	Mark F. Haak, CFA
		 	Title:	 	Vice President










					
	ING INVESTMENT MANAGEMENT CLO III, LTD.
	By: ING Alternative Asset Management Co. as its Investment Manager
		
	By:	 	 /s/ Mark F. Haak

		 	Name:	 	Mark F. Haak, CFA
		 	Title:	 	Vice President
	
	ING INVESTMENT MANAGEMENT CLO IV, LTD.
	By: ING Alternative Asset Management Co. as its Investment Manager
		
	By:	 	 /s/ Mark F. Haak

		 	Name:	 	Mark F. Haak, CFA
		 	Title:	 	Vice President
	
	ING INVESTMENT MANAGEMENT CLO V, LTD.
	By: ING Alternative Asset Management Co. as its Investment Manager
		
	By:	 	 /s/ Mark F. Haak

		 	Name:	 	Mark F. Haak, CFA
		 	Title:	 	Vice President
	
	GE BUSINESS FINANCIAL SERVICES, INC. (FORMERLY KNOWN AS MERRIL LYNCH BUSINESS FINANCIAL SERVICES, INC.)
		
	By:	 	 /s/ Paul Sleet

		 	Name:	 	Paul Sleet
		 	Title:	 	Duly Authorized Signatory










					
	GENERAL ELECTRIC CAPITAL CORPORATION
		
	By:	 	 /s/ Paul Sleet

		 	Name:	 	Paul Sleet
		 	Title:	 	Duly Authorized Signatory
	
	BALTIC FUNDING LLC
		
	By:	 	 /s/ Stacy Lai

		 	Name:	 	Stacy Lai
		 	Title:	 	Assistant Vice President
	
	SSS FUNDING II
	By: Sankaty Advisors, LLC as Collateral Manager
		
	By:	 	 /s/ Alan K. Halfenger

		 	Name:	 	Alan K. Halfenger
		 	Title:	 	Chief Compliance Officer Assistant Secretary
	
	MIDLAND NATIONAL LIFE INSURANCE COMPANY – BOLI GEN
	By: Guggenheim Partners Asset Management, Inc.
		
	By:	 	 /s/ Stephen D. Sautel

		 	Name:	 	Stephen D. Sautel
		 	Title:	 	Senior Managing Director










					
	NYLIAC SEPARATE ACCOUNT 70_A01
	By: Guggenheim Partners Asset Management, Inc.
		
	By:	 	 /s/ Stephen D. Sautel

		 	Name:	 	Stephen D. Sautel
		 	Title:	 	Senior Managing Director
	
	TRUSTMARK INSURANCE COMPANY
	By: Shenkman Capital Management, Inc., as Investment Manager
		
	By:	 	 /s/ Richard H. Weinstein

		 	Name:	 	Richard H. Weinstein
		 	Title:	 	Executive Vice President
	
	WESTBROOK CLO, LTD.
	By: Shenkman Capital Management, Inc., as Investment Manager
		
	By:	 	 /s/ Richard H. Weinstein

		 	Name:	 	Richard H. Weinstein
		 	Title:	 	Executive Vice President
	
	STICHTING BEWAAR BEROEPSVERVOER FOR FONDS VOOR GEMENE REKENING BEROEPSVERVOER
	By: Shenkman Capital Management, Inc., as Investment Manager
		
	By:	 	 /s/ Richard H. Weinstein

		 	Name:	 	Richard H. Weinstein
		 	Title:	 	Executive Vice President
	
	CAPITALSOURCE FINANCE LLC
		
	By:	 	 /s/ Arturo J. Velez

		 	Name:	 	Arturo J. Velez
		 	Title:	 	Authorized Signatory









 EXHIBIT A 
 CONSENT 
 Dated as of October 23, 2009 

 The undersigned, as Grantors under the Guarantee and Collateral Agreement and, as applicable, as parties to the other
Security Documents, hereby consent and agree to the foregoing Second Amendment dated as of October 23, 2009 (the “Second Amendment”), by and between the Borrower and the Lenders party thereto, and hereby confirm and agree that
(i) each of the Guarantee and Collateral Agreement and the other Security Documents is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and
after the date of, said Second Amendment, each reference therein to the “Credit Agreement”, “thereunder”, “thereof” and words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as amended by said Second Amendment and (ii) the Guarantee and Collateral Agreement, the other Security Documents and all of the Collateral described in the foregoing do, and shall continue to, secure the payment and performance of
all of the Obligations as defined in the Guarantee and Collateral Agreement, after giving effect to said Second Amendment. 
 [Signature pages follow] 








					
	KAR HOLDINGS, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	INSURANCE AUTO AUCTIONS, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA CORPORATION, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer










					
	A.D.E. OF ARK-LA-TEX, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	A.D.E. OF KNOXVILLE, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA ARK-LA-TEX, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA ARKANSAS, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA ATLANTA, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer










					
	ADESA BIRMINGHAM, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA CALIFORNIA, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA CHARLOTTE, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA COLORADO, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA DES MOINES, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer










					
	ADESA FLORIDA, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA IMPACT TEXAS, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA INDIANAPOLIS, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA LANSING, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA LEXINGTON, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer










					
	ADESA MISSOURI, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA NEW JERSEY, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA NEW YORK, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA OHIO, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA OKLAHOMA, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer










					
	ADESA PENNSYLVANIA, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA PHOENIX, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA SAN DIEGO, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA-SOUTH FLORIDA, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA SOUTHERN INDIANA, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer










					
	ADESA TEXAS, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA VIRGINIA, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA WASHINGTON, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA WISCONSIN, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ASSET HOLDINGS III, L.P.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer










					
	AUTO DEALERS EXCHANGE OF CONCORD, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	AUTO DEALERS EXCHANGE OF MEMPHIS, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	AUTOMOTIVE FINANCE CORPORATION
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	AUTOMOTIVE RECOVERY SERVICES, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	AUTOVIN, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer










					
	PAR, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	AFC CAL, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	AXLE HOLDINGS, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	INSURANCE AUTO AUCTIONS CORP.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	IAA SERVICES, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer










					
	IAA ACQUISITION CORP.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	AUTO DISPOSAL SYSTEMS, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADS PRIORITY TRANSPORTS, LTD.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADS ASHLAND, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ZABEL & ASSOCIATES, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer










					
	SIOUX FALLS AUTO AUCTIONS, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	TRI-STATE AUCTION CO., INC.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	AUTO DISPOSAL OF BOWLING GREEN, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	AUTO DISPOSAL OF CHATTANOOGA, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	AUTO DISPOSAL OF NASHVILLE, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer










					
	AUTO DISPOSAL OF PADUCAH, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	AUTO DISPOSAL OF MEMPHIS, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	SALVAGE DISPOSAL COMPANY OF GEORGIA
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA MISSOURI REDEVELOPMENT CORPORATION
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	LIVEBLOCK AUCTIONS INTERNATIONAL, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer










					
	AUTOMOTIVE FINANCE CONSUMER DIVISION, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA DEALER SERVICES, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	DENT DEMON, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	ADESA MINNESOTA, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	CARBUYCO, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

		 	Name:	 	Eric M. Loughmiller
		 	Title:	 	Executive Vice President and Chief Financial Officer