Second Supplemental Indenture (Senior Subordinated Notes)



 Exhibit 4.11 
 SECOND SUPPLEMENTAL INDENTURE, dated as of January 22, 2008 (this “Supplemental Indenture”), among Axle Holdings, Inc. (the “Subsidiary Guarantor”), KAR Holdings, Inc. a Delaware
corporation (the “Company,” which term includes its successors and assigns), each other then existing Guarantor under the Indenture referred to below (the “Existing Guarantors” and, together with the Subsidiary
Guarantor, the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”) under the Indenture referred to below. 
 WITNESSETH: 
 WHEREAS, the Company, the Existing Guarantors and the Trustee have
heretofore become parties to an Indenture, dated as of April 20, 2007 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of 10% Senior Subordinated Notes due 2015 of the Company (the
“Notes”); 
 WHEREAS, Section 1308 of the Indenture provides that the Company is required to cause the
Subsidiary Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the Subsidiary Guarantor shall guarantee the Company’s Subsidiary Guaranteed Obligations under the Notes pursuant to a Subsidiary Guarantee on
the terms and conditions set forth herein and in Articles XIII and XV of the Indenture; 
 WHEREAS, the Subsidiary Guarantor desires
to enter into such supplemental indenture for good and valuable consideration, including substantial economic benefit in that the financial performance and condition of the Subsidiary Guarantor is dependent on the financial performance and condition
of the Company, the obligations hereunder of which the Subsidiary Guarantor has guaranteed, and on the Subsidiary Guarantor’s access to working capital through the Company’s access to revolving credit borrowings under the Senior Credit
Agreement; and 
 WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized to execute and deliver
this Supplemental Indenture to amend the Indenture, without the consent of any Holder; 
 NOW, THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Subsidiary Guarantor, the Company, the Existing Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as
follows: 
 1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital
hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any
particular Section hereof. 







 2. Agreement to Guarantee. The Subsidiary Guarantor hereby agrees, jointly and severally with the
other Guarantors, irrevocably, fully and unconditionally, to guarantee the Subsidiary Guaranteed Obligations under the Indenture and the Notes on the terms and subject to the conditions set forth in Article XIII of the Indenture and to be
bound by (and shall be entitled to the benefits of) all other applicable provisions of the Indenture as a Subsidiary Guarantor. 
 3.
Subordination. The obligation of the Subsidiary Guarantor under this Supplemental Indenture is subordinated in right of payment, to the extent and in the manner provided in Article XV of the Indenture, to the prior payment in full of all
future Senior Indebtedness of the Subsidiary Guarantor. 
 4. Termination, Release and Discharge. The Subsidiary Guarantor’s
Subsidiary Guarantee shall terminate and be of no further force or effect, and the Subsidiary Guarantor shall be released and discharged from all obligations in respect of the Subsidiary Guarantee, as and when provided in Section 1303 of
the Indenture. 
 5. Parties. Nothing in this Supplemental Indenture is intended or shall be construed to give any Person, other than
the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of the Subsidiary Guarantor’s Subsidiary Guarantee or any provision contained herein or in Article XIII of the Indenture. 
 6. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE
TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF
NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE. 
 7. Ratification of Indenture;
Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of
this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture. 
 8. Counterparts. The parties
hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement. 
 9. Headings. The Section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of
the date first above written. 
  

			
	 AXLE HOLDINGS, INC.

	 as Subsidiary Guarantor

		
	 By
	 	 /s/ Sidney L. Kerley

	 Name:
	 	Sidney L. Kerley
	 Title:
	 	Vice President and General Counsel
	
	 KAR HOLDINGS, INC.

		
	 By
	 	 /s/ Rebecca Polak

	 Name:
	 	Rebecca Polak
	 Title:
	 	Executive Vice President and Secretary
	
	ADESA, INC.
	ADESA CORPORATION, LLC
	A.D.E. OF ARK-LA-TEX, INC.
	A.D.E. OF KNOXVILLE, LLC
	ADESA ARK-LA-TEX, LLC
	ADESA ARKANSAS, LLC
	ADESA ATLANTA, LLC
	ADESA BIRMINGHAM, LLC
	ADESA CALIFORNIA, LLC
	ADESA CHARLOTTE, LLC
	ADESA COLORADO, LLC
	ADESA DEALER SERVICES, LLC
	ADESA DES MOINES, LLC
	ADESA FLORIDA, LLC
	ADESA IMPACT TEXAS, LLC
	ADESA INDIANAPOLIS, LLC
	ADESA LANSING, LLC
	ADESA LEXINGTON, LLC
	ADESA MEXICO, LLC
	ADESA MISSOURI, LLC
	ADESA NEW JERSEY, LLC
	ADESA NEW YORK, LLC
	ADESA OHIO, LLC
	ADESA OKLAHOMA, LLC
	ADESA PENNSYLVANIA, LLC
	ADESA PHOENIX, LLC
	ADESA SAN DIEGO, LLC


 Senior Subordinated Second Supplemental Indenture 








			
	 ADESA-SOUTH FLORIDA, LLC

	 ADESA SOUTHERN INDIANA, LLC

	ADESA TEXAS, INC.
	ADESA VIRGINIA, LLC
	ADESA WASHINGTON, LLC
	ADESA WISCONSIN, LLC
	AFC CAL, LLC
	ADS ASHLAND, LLC
	ADS PRIORITY TRANSPORT LTD.
	ASSET HOLDINGS III, L.P.
	AUTO DEALERS EXCHANGE OF CONCORD, LLC
	AUTO DEALERS EXCHANGE OF MEMPHIS, LLC
	AUTO DISPOSAL SYSTEMS, INC.
	AUTOMOTIVE FINANCE CONSUMER DIVISION, LLC
	AUTOMOTIVE FINANCE CORPORATION
	AUTOMOTIVE RECOVERY SERVICES, INC.
	AUTOVIN, INC.
	DENT DEMON, LLC
	INSURANCE AUTO AUCTIONS, INC.
	INSURANCE AUTO AUCTIONS CORP.
	IAA ACQUISITION CORP.
	IAA SERVICES, INC.
	PAR, INC.
	SIOUX FALLS AUTO AUCTION, INC.
	TRI-STATE AUCTION CO., INC.
	ZABEL & ASSOCIATES, INC.
		
	 By
	 	 /s/ Eric M. Loughmiller

	 Name:
	 	Eric M. Loughmiller
	 Title:
	 	Authorized Signatory
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee

		
	 By
	 	 /s/ Jane Y. Schweiger

	 Name:
	 	 Jane Y. Schweiger

	 Title:
	 	Vice President


 Senior Subordinated Second Supplemental Indenture