Assumption Agreement



 Exhibit 10.3 
 ASSUMPTION AGREEMENT, dated as of December 26, 2007, made by ADESA Dealer Services, LLC, an Indiana limited liability company, Automotive Finance Consumer Division, LLC, an Indiana limited liability company,
ADESA Pennsylvania, LLC, a Pennsylvania limited liability company, Dent Demon, LLC, an Indiana limited liability company, Zabel & Associates, Inc., a North Dakota corporation, Sioux Falls Auto Auction, Inc., a South Dakota corporation, and
Tri-State Auction Co., Inc., a North Dakota corporation (collectively, the “Additional Grantors”), in favor of Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative
Agent”) for the banks and other financial institutions (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit
Agreement. 
 RECITALS 
 A. KAR HOLDINGS, INC., KAR HOLDINGS II, LLC, the Lenders, other agents party thereto and the Administrative Agent have entered into that certain Credit Agreement, dated as of April 20, 2007 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”); 
 B. In connection with the Credit Agreement, KAR HOLDINGS, INC., KAR
HOLDINGS II, LLC, and certain of their Affiliates (other than the Additional Grantors) have entered into that certain Guarantee and Collateral Agreement, dated as of April 20, 2007 (as amended, supplemented or otherwise modified from time to
time, the “Guarantee and Collateral Agreement”) in favor of the Administrative Agent for the benefit of the Secured Parties; 
 C. The Credit Agreement requires the Additional Grantors to become parties to the Guarantee and Collateral Agreement; and 
 D. The
Additional Grantors have agreed to execute and deliver this Assumption Agreement in order to become parties to the Guarantee and Collateral Agreement. 
 NOW, THEREFORE, IT IS AGREED: 
 1. Guarantee and Collateral Agreement. By executing and delivering
this Assumption Agreement, each of the Additional Grantors, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and
effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly guarantees the Borrower Obligations (as defined in the Guarantee and Collateral Agreement) as set forth in Section 2
thereof, grants the Administrative Agent, for the benefit of the Secured Parties, a security interest in its property as set forth in Section 3 thereof, and assumes all other obligations and liabilities of a Grantor set forth therein. The
information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules 1, 2, 3, and 6 to the Guarantee and Collateral Agreement. Each of the Additional Grantors hereby represents and warrants that each of the
representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement, as they relate to such Additional Grantor, is true and correct in all material respects on and as the date hereof (after giving effect to this
Assumption Agreement) as if made on and as of such date. 
 2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE PROVISIONS OF SECTIONS 8.1, 8.3, 8.4, 8.5, 8.7, 8.8, 8.9, 8.10, 8.12, 8.13 AND 8.16 OF THE GUARANTEE AND COLLATERAL AGREEMENT SHALL APPLY WITH LIKE EFFECT TO
THIS ASSUMPTION AGREEMENT, AS FULLY AS IF SET FORTH AT LENGTH HEREIN. 







 IN WITNESS WHEREOF, the undersigned have caused this Assumption Agreement to be duly executed and
delivered as of the date first above written. 
  

			
	ADESA DEALER SERVICES, LLC
		
	By:	 	 /s/ Curtis L Phillips

	Name:	 	Curtis L. Phillips
	Title:	 	President and Chief Executive Officer
	
	AUTOMOTIVE FINANCE CONSUMER DIVISION, LLC
		
	By:	 	 /s/ Margot EM Hanulak

	Name:	 	Margot EM Hanulak
	Title:	 	Executive vice President
	
	ADESA PENNSYLVANIA, LLC
		
	By:	 	 /s/ James P. Hallett

	Name:	 	James P. Hallett
	Title:	 	President and Chief Executive Officer
	
	DENT DEMON, LLC
		
	By:	 	 /s/ James P. Hallett

	Name:	 	James P. Hallett
	Title:	 	President and Chief Executive Officer










			
	ZABEL & ASSOCIATES, INC.
		
	By:	 	 /s/ James P. Hallett

	Name:	 	James P. Hallett
	Title:	 	President and Chief Executive Officer
	
	SIOUX FALLS AUTO AUCTION, INC.
		
	By:	 	 /s/ James P. Hallett

	Name:	 	James P. Hallett
	Title:	 	President and Chief Executive Officer
	
	TRI-STATE AUCTION CO., INC.
		
	By:	 	 /s/ James P. Hallett

	Name:	 	James P. Hallett
	Title:	 	President and Chief Executive Officer









 Annex I-A 
 to 
 Assumption Agreement 
 Schedule 1: 
  

			
	 Name of Grantor
	 	 Notice Address

	 ADESA Dealer Services, LLC
	 	 13085 Hamilton Crossing Blvd.
 Carmel, IN
46032

		
	 Automotive Finance Consumer Division, LLC
	 	 13085 Hamilton Crossing Blvd.
 Carmel, IN
46032

		
	 ADESA Pennsylvania, LLC
	 	 13085 Hamilton Crossing Blvd.
 Carmel, IN
46032

		
	 Dent Demon, LLC
	 	 13085 Hamilton Crossing Blvd.
 Carmel, IN
46032

		
	 Zabel & Associates, Inc.
	 	 13085 Hamilton Crossing Blvd.
 Carmel, IN
46032

		
	 Sioux Falls Auto Auction, Inc.
	 	 13085 Hamilton Crossing Blvd.
 Carmel, IN
46032

		
	 Tri-State Auction Co., Inc.
	 	 13085 Hamilton Crossing Blvd.
 Carmel, IN
46032


 Schedule 2: 
  

														
	 Pledgor
	  	 Issuer
	  	 Class of
Stock
	  	Certificated
(Y/N)	  	Certificate
No.	  	Number of
Shares/Interest	  	Percent of
Equity
Pledged	 
	 ADESA, Inc.
	  	ADESA Dealer Services, LLC	  	N/A	  	Y	  	1	  	Sole Member	  	100	%
							
	 ADESA Dealer Services, LLC
	  	Automotive Finance Consumer Division, LLC	  	N/A	  	Y	  	1	  	Sole Member	  	100	%
							
	 ADESA, Inc.
	  	ADESA Pennsylvania, LLC	  	N/A	  	Y	  	1	  	Sole Member	  	100	%
							
	 ADESA, Inc.
	  	Dent Demon LLC	  	N/A	  	Y	  	1	  	Sole Member	  	100	%
							
	 ADESA, Inc.
	  	Zabel & Associates, Inc.	  	Common	  	Y	  	24	  	7,350	  	100	%
							
	 Zabel &. Associates, Inc.
	  	Sioux Falls Auto Auction, Inc.	  	Common	  	Y	  	9	  	4,500	  	100	%
							
	 Zabel &. Associates, Inc.
	  	Tri-State Auction Co., Inc.	  	Common	  	Y	  	10	  	321	  	100	%








 Schedule 3: 
  

							
	 Exact Legal Name of Grantor
	  	 Jurisdiction of
Organization
	  	 Organizational
 ID Number
	  	 Location of Chief Executive Office

	 ADESA Dealer Services, LLC
	  	Indiana	  	2007100400331	  	 13085 Hamilton Crossing Blvd.
 Carmel, IN
46032

				
	 Automotive Finance Consumer Division, LLC
	  	Indiana	  	2007100400334	  	 13085 Hamilton Crossing Blvd.
 Carmel, IN
46032

				
	 ADESA Pennsylvania, LLC
	  	Pennsylvania	  	3759485	  	 13085 Hamilton Crossing Blvd.
 Carmel, IN
46032

				
	 Dent Demon, LLC
	  	Indiana	  	2007120400444	  	 13085 Hamilton Crossing Blvd.
 Carmel, IN
46032

				
	 Zabel & Associates, Inc.
	  	North Dakota	  	11541400	  	 13085 Hamilton Crossing Blvd.
 Carmel, IN
46032

				
	 Sioux Falls Auto Auction, Inc.
	  	South Dakota	  	DB029642	  	 13085 Hamilton Crossing Blvd.
 Carmel, IN
46032

				
	 Tri-State Auction Co., Inc.
	  	North Dakota	  	2016900	  	 13085 Hamilton Crossing Blvd.
 Carmel, IN
46032


 Schedule 6: 
 III. Trademarks and Trademark Licenses: 
  

													
	 Jurisdiction
	  	 Trademark
	  	Registration No.
(App. No.)	 	 	Reg. Date (App. Date)	 	 	 Record Owner
	  	 Status/
 Comments

	 United States
	  	AFCD	  	(77/355,964	)	 	(December 19, 2007	)	 	Automotive Finance Consumer Division, LLC	  	Pending
						
	 United States
	  	AFCD and Design	  	(77/355,950	)	 	(December 19, 2007	)	 	Automotive Finance Consumer Division, LLC	  	Pending








 DISCLOSED DOMAIN NAMES 
  

					
	 Domain
	  	 Record Owner
	  	Expiration Date
	 MYAFCD.COM
	  	Automotive Finance Consumer Division, LLC	  	11/20/2012
			
	 YOURDEALERDMS.COM
	  	Automotive Finance Consumer Division, LLC	  	11/20/2012
			
	 BESTDEALERSOLUTIONS.COM
	  	Automotive Finance Consumer Division, LLC	  	11/20/2012
			
	 DEALERDMSONLINE.COM
	  	Automotive Finance Consumer Division, LLC	  	11/20/2012
			
	 MYNEWHORIZONONLINE.COM
	  	Automotive Finance Consumer Division, LLC	  	11/20/2012
			
	 MYDEALERDMS.COM
	  	Automotive Finance Consumer Division, LLC	  	11/20/2012
			
	 MYAFCDONLINE.COM
	  	Automotive Finance Consumer Division, LLC	  	11/20/2012
			
	 MYDMSPRO.COM
	  	Automotive Finance Consumer Division, LLC	  	11/20/2012
			
	 AFCDONLINE.COM
	  	Automotive Finance Consumer Division, LLC	  	11/20/2012
			
	 YOURDEALERSOLUTIONS.COM
	  	Automotive Finance Consumer Division, LLC	  	11/20/2012
			
	 AFCDMS.com
	  	Automotive Finance Consumer Division, LLC	  	11/20/2012
			
	 AFCDDMS.com
	  	Automotive Finance Consumer Division, LLC	  	12/20/2012
			
	 myafcd.net
	  	Automotive Finance Consumer Division, LLC	  	11/26/2012
			
	 yourdealerdms.net
	  	Automotive Finance Consumer Division, LLC	  	11/26/2012
			
	 bestdealersolutions.net
	  	Automotive Finance Consumer Division, LLC	  	11/26/2012
			
	 dealerdmsonline.net
	  	Automotive Finance Consumer Division, LLC	  	11/26/2012
			
	 mynewhorizononline.net
	  	Automotive Finance Consumer Division, LLC	  	11/26/2012
			
	 mydealerdms.net
	  	Automotive Finance Consumer Division, LLC	  	11/26/2012
			
	 myafcdonline.net
	  	Automotive Finance Consumer Division, LLC	  	11/26/2012
			
	 mydmspro.net
	  	Automotive Finance Consumer Division, LLC	  	11/26/2012
			
	 afcdonline.net
	  	Automotive Finance Consumer Division, LLC	  	11/26/2012
			
	 yourdealersolutions.net
	  	Automotive Finance Consumer Division, LLC	  	11/26/2012
			
	 afcdms.net
	  	Automotive Finance Consumer Division, LLC	  	11/26/2012
			
	 afcddms.net
	  	Automotive Finance Consumer Division, LLC	  	12/20/2012