Indenture (Fixed Rate Senior Notes)



 Exhibit 4.2 
 KAR HOLDINGS, INC., 
 as Issuer, 
 The GUARANTORS from time to time parties hereto 
 and 
 WELLS FARGO BANK, NATIONAL ASSOCIATION 
 as
Trustee 
  

 INDENTURE

 DATED as of APRIL 20, 2007 
  

 8 3/4% SENIOR NOTES DUE 2014 







 TABLE OF CONTENTS 
  

					
	 	 	 	  	Page
	ARTICLE I
	
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
			
	Section 101.	 	Definitions	  	1
	Section 102.	 	Other Definitions	  	38
	Section 103.	 	Rules of Construction	  	39
	Section 104.	 	Incorporation by Reference of TIA	  	40
	Section 105.	 	Conflict with TIA	  	40
	Section 106.	 	Compliance Certificates and Opinions	  	40
	Section 107.	 	Form of Documents Delivered to Trustee	  	41
	Section 108.	 	Acts of Noteholders; Record Dates	  	41
	Section 109.	 	Notices, etc., to Trustee and Company	  	44
	Section 110.	 	Notices to Holders; Waiver	  	44
	Section 111.	 	Effect of Headings and Table of Contents	  	45
	Section 112.	 	Successors and Assigns	  	45
	Section 113.	 	Separability Clause	  	45
	Section 114.	 	Benefits of Indenture	  	45
	Section 115.	 	GOVERNING LAW	  	45
	Section 116.	 	Legal Holidays	  	45
	Section 117.	 	No Personal Liability of Directors, Officers, Employees, Incorporators, Equity Holders, Members and Stockholders	  	45
	Section 118.	 	Exhibits and Schedules	  	46
	Section 119.	 	Counterparts	  	46
	
	ARTICLE II
	
	NOTE FORMS
			
	Section 201.	 	Forms Generally	  	46
	Section 202.	 	Form of Trustee’s Certificate of Authentication	  	48
	Section 203.	 	Restrictive and Global Note Legends	  	49
	
	ARTICLE III
	
	THE NOTES
			
	Section 301.	 	Title and Terms	  	51
	Section 302.	 	Denominations	  	51
	Section 303.	 	Execution, Authentication and Delivery and Dating	  	51
	Section 304.	 	Temporary Notes	  	52
	Section 305.	 	Registrar and Paying Agent	  	52

  

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 Table of Contents 
 (Continued) 
  


					
	 	 	 	  	Page
	Section 306.	 	Mutilated, Destroyed, Lost and Stolen Notes	  	53
	Section 307.	 	Payment of Interest Rights Preserved	  	54
	Section 308.	 	Persons Deemed Owners	  	55
	Section 309.	 	Cancellation	  	55
	Section 310.	 	Computation of Interest	  	56
	Section 311.	 	CUSIP Numbers, Etc.	  	56
	Section 312.	 	Book-Entry Provisions for Global Notes	  	56
	Section 313.	 	Special Transfer Provisions	  	58
	Section 314.	 	Payment of Additional Interest	  	60
	
	ARTICLE IV
	
	COVENANTS
			
	Section 401.	 	Payment of Principal, Premium and Interest	  	61
	Section 402.	 	Maintenance of Office or Agency	  	61
	Section 403.	 	Money for Payments to Be Held in Trust	  	61
	Section 404.	 	[Reserved]	  	62
	Section 405.	 	Reports	  	62
	Section 406.	 	Statement as to Default	  	64
	Section 407.	 	Limitation on Indebtedness	  	64
	Section 408.	 	[Reserved]	  	68
	Section 409.	 	Limitation on Restricted Payments	  	68
	Section 410.	 	Limitation on Restrictions on Distributions from Restricted Subsidiaries	  	73
	Section 411.	 	Limitation on Sales of Assets and Subsidiary Stock	  	74
	Section 412.	 	Limitation on Transactions with Affiliates	  	77
	Section 413.	 	Limitation on Liens	  	79
	Section 414.	 	Future Subsidiary Guarantors	  	79
	Section 415.	 	Purchase of Notes upon a Change in Control	  	80
	
	ARTICLE V
	
	SUCCESSORS
			
	Section 501.	 	When the Company May Merge, Etc.	  	81
	Section 502.	 	Successor Company Substituted	  	83
	
	ARTICLE VI
	
	REMEDIES
			
	Section 601.	 	Events of Default	  	83
	Section 602.	 	Acceleration of Maturity; Rescission and Annulment	  	85
	Section 603.	 	Other Remedies; Collection Suit by Trustee	  	86
	Section 604.	 	Trustee May File Proofs of Claim	  	86
	Section 605.	 	Trustee May Enforce Claims Without Possession of Notes	  	86

  

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 Table of Contents 
 (Continued) 
  


					
	 	 	 	  	Page
	Section 606.	 	Application of Money Collected	  	87
	Section 607.	 	Limitation on Suits	  	87
	Section 608.	 	Unconditional Right of Holders to Receive Principal and Interest	  	87
	Section 609.	 	Restoration of Rights and Remedies	  	88
	Section 610.	 	Rights and Remedies Cumulative	  	88
	Section 611.	 	Delay or Omission Not Waiver	  	88
	Section 612.	 	Control by Holders	  	88
	Section 613.	 	Waiver of Past Defaults	  	89
	Section 614.	 	Undertaking for Costs	  	89
	Section 615.	 	Waiver of Stay, Extension or Usury Laws	  	89
	
	ARTICLE VII
	
	THE TRUSTEE
			
	Section 701.	 	Certain Duties and Responsibilities	  	90
	Section 702.	 	Notice of Defaults	  	90
	Section 703.	 	Certain Rights of Trustee	  	91
	Section 704.	 	Not Responsible for Recitals or Issuance of Notes	  	92
	Section 705.	 	May Hold Notes	  	92
	Section 706.	 	Money Held in Trust	  	92
	Section 707.	 	Compensation and Reimbursement	  	92
	Section 708.	 	Conflicting Interests	  	93
	Section 709.	 	Corporate Trustee Required; Eligibility	  	93
	Section 710.	 	Resignation and Removal; Appointment of Successor	  	93
	Section 711.	 	Acceptance of Appointment by Successor	  	94
	Section 712.	 	Merger, Conversion, Consolidation or Succession to Business	  	95
	Section 713.	 	Preferential Collection of Claims Against the Company	  	95
	Section 714.	 	Appointment of Authenticating Agent	  	95
	
	ARTICLE VIII
	
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND THE COMPANY
			
	Section 801.	 	The Company to Furnish Trustee Names and Addresses of Holders	  	95
	Section 802.	 	Preservation of Information; Communications to Holders	  	96
	Section 803.	 	Reports by Trustee	  	96
	
	ARTICLE IX
	
	AMENDMENT, SUPPLEMENT OR WAIVER
			
	Section 901.	 	Without Consent of Holders	  	96
	Section 902.	 	With Consent of Holders	  	97
	Section 903.	 	Execution of Amendments, Supplements or Waivers	  	98

  

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 Table of Contents 
 (Continued) 
  


					
	 	 	 	  	Page
	Section 904.	 	Revocation and Effect of Consents	  	99
	Section 905.	 	Conformity with TIA	  	99
	Section 906.	 	Notation on or Exchange of Notes	  	99
	
	ARTICLE X
	
	REDEMPTION OF NOTES
			
	Section 1001.	 	Right of Redemption	  	99
	Section 1002.	 	Applicability of Article	  	101
	Section 1003.	 	Election to Redeem; Notice to Trustee	  	101
	Section 1004.	 	Selection by Trustee of Notes to Be Redeemed	  	101
	Section 1005.	 	Notice of Redemption	  	102
	Section 1006.	 	Deposit of Redemption Price	  	103
	Section 1007.	 	Notes Payable on Redemption Date	  	103
	Section 1008.	 	Notes Redeemed in Part	  	103
	
	ARTICLE XI
	
	SATISFACTION AND DISCHARGE
			
	Section 1101.	 	Satisfaction and Discharge of Indenture	  	104
	Section 1102.	 	Application of Trust Money	  	105
	
	ARTICLE XII
	
	DEFEASANCE OR COVENANT DEFEASANCE
			
	Section 1201.	 	The Company’s Option to Effect Defeasance or Covenant Defeasance	  	105
	Section 1202.	 	Defeasance and Discharge	  	105
	Section 1203.	 	Covenant Defeasance	  	106
	Section 1204.	 	Conditions to Defeasance or Covenant Defeasance	  	106
	Section 1205.	 	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	  	108
	Section 1206.	 	Reinstatement	  	108
	Section 1207.	 	Repayment to the Company	  	108
	
	ARTICLE XIII
	
	GUARANTEES
			
	Section 1301.	 	Guarantees Generally	  	109
	Section 1302.	 	Continuing Guarantees	  	110
	Section 1303.	 	Release of Guarantees	  	111
	Section 1304.	 	[Reserved]	  	111
	Section 1305.	 	Waiver of Subrogation	  	111

  

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 Table of Contents 
 (Continued) 
  


					
	 	 	 	  	Page
	Section 1306.	 	Notation Not Required	  	112
	Section 1307.	 	Successors and Assigns of Guarantors	  	112
	Section 1308.	 	Execution and Delivery of Guarantees	  	112
	Section 1309.	 	Notices	  	112

  

			
	Exhibit A	  	Form of Initial Note
	Exhibit B	  	Form of Exchange Note
	Exhibit C	  	Form of Certificate of Beneficial Ownership
	Exhibit D	  	Form of Regulation S Certificate
	Exhibit E	  	Form of Supplemental Indenture in Respect of Subsidiary Guarantees
	Exhibit F	  	Form of Certificate from Acquiring Institutional Accredited Investors

  

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 Certain Sections of this Indenture relating to Sections 310 through 318 
 inclusive of the Trust Indenture Act of 1939: 
  

					
	 Trust Indenture Act Section
	  	 Indenture Section

	 § 310
	 	 (a)(1)
	  	709
		 	 (a)(2)
	  	709
		 	 (a)(3)
	  	Not Applicable
		 	 (a)(4)
	  	Not Applicable
		 	 (b)
	  	708
	 § 311
	 	 (a)
	  	713
		 	 (b)
	  	713
	 § 312
	 	 (a)
	  	801, 802
		 	 (b)
	  	802
		 	 (c)
	  	802
	 § 313
	 	 (a)
	  	803
		 	 (b)
	  	803
		 	 (c)
	  	803
		 	 (d)
	  	803
	 § 314
	 	 (a)
	  	405
		 	 (a)(4)
	  	106, 406
		 	 (b)
	  	Not Applicable
		 	 (c)(1)
	  	106
		 	 (c)(2)
	  	106
		 	 (c)(3)
	  	Not Applicable
		 	 (d)
	  	Not Applicable
		 	 (e)
	  	106
	 § 315
	 	 (a)
	  	701
		 	 (b)
	  	702, 803
		 	 (c)
	  	701
		 	 (d)
	  	701
		 	 (d)(1)
	  	701
		 	 (d)(2)
	  	701
		 	 (d)(3)
	  	612, 701
		 	 (e)
	  	614
	 § 316
	 	 (a)
	  	612, 613
		 	 (a)(1)(A)
	  	602, 612
		 	 (a)(1)(B)
	  	613
		 	 (a)(2)
	  	Not Applicable
		 	 (b)
	  	608
		 	 (c)
	  	108

  

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	 Trust Indenture Act Section
	  	 Indenture Section

	 § 317
	 	 (a)(1)
	  	603
		 	 (a)(2)
	  	604
		 	 (b)
	  	403
	 § 318
	 	 (a)
	  	105


 This cross-reference table shall not for any purpose
be deemed to be part of this Indenture. 
  

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 INDENTURE, dated as of April 20, 2007 (as amended, supplemented or otherwise modified from time to
time, this “Indenture”), among KAR Holdings, Inc., a Delaware corporation (the “Company” or the “Issuer”), the guarantors from time to time parties hereto (the “Guarantors”) and
Wells Fargo Bank, National Association, as trustee (the “Trustee”). 
 RECITALS OF THE ISSUER 
 The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of the Notes. 
 All things necessary to make the Original Notes, when executed and delivered by the Issuer and authenticated and delivered by the Trustee hereunder and
duly issued by the Issuer, the valid obligations of the Issuer, and to make this Indenture a valid agreement of the Issuer in accordance with the terms of the Original Notes and this Indenture, have been done. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
 For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the benefit of all Holders of the Notes, as follows: 
 ARTICLE I 
 DEFINITIONS AND OTHER PROVISIONS 
 OF GENERAL APPLICATION 
 Section 101.
Definitions. 
 “8 3/4% Senior Notes” means the Issuer’s 8 3/4% Senior Notes due 2014. 
 “Acquired Indebtedness” means Indebtedness of a Person (i) existing at the time such Person becomes a Subsidiary or
(ii) assumed in connection with the acquisition of assets from such Person, in each case other than Indebtedness Incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness
shall be deemed to be Incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary. 
 “Acquisition” means the Merger and all related transactions contemplated by the Acquisition Documentation. 
 “Acquisition Documentation” means, collectively, the Merger Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into to
effectuate the Merger. 
 “AFC” means Automotive Finance Corporation, any of its Subsidiaries, and any successor entity
thereto. 
 “Additional Assets” means (i) any property or assets that replace the property or assets that are the
subject of an Asset Disposition; (ii) any property or assets (other than 








 
Indebtedness and Equity Interests) used or to be used by the Company or a Restricted Subsidiary or otherwise useful in a Related Business (including any
capital expenditures on any property or assets already so used); (iii) the Equity Interests of a Person that is engaged in a Related Business and becomes a Restricted Subsidiary as a result of the acquisition of such Equity Interests by the
Company or another Restricted Subsidiary; or (iv) Equity Interests of any Person that at such time is a Restricted Subsidiary acquired from a third party. 
 “Additional Notes” means any notes issued under this Indenture in addition to the Original Notes (other than any Notes issued pursuant to Section 304, 305, 306,
312(c), 312(d) or 1008). 
 “Affiliate” of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

 “Asset Disposition” means any sale, lease (other than an operating lease entered into in the ordinary course of
business), transfer or other disposition of shares of Equity Interests of a Restricted Subsidiary (other than directors’ qualifying shares, or (in the case of a Foreign Subsidiary) to the extent required by applicable law), property or other
assets (each referred to for the purposes of this definition as a “disposition”) by the Company or any of its Restricted Subsidiaries (including any disposition by means of a merger, consolidation or similar transaction), other than
(i) a disposition to the Company or a Restricted Subsidiary, (ii) a sale or other disposition in the ordinary course of business, including, without limitation, sales or dispositions of used, worn-out or obsolete property and assets and
property and assets that are not useful in the business of the Company or any Restricted Subsidiary, (iii) the sale or discount (with or without recourse, and on customary or commercially reasonable terms) of accounts receivable or notes
receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable for notes receivable, (iv) any Restricted Payment Transaction, (v) a disposition that is governed by Article V,
(vi) any Financing Disposition, (vii) any “fee in lieu” or other disposition of assets to any governmental authority or agency that continue in use by the Company or any Restricted Subsidiary, so long as the Company or any
Restricted Subsidiary may obtain title to such assets upon reasonable notice by paying a nominal fee, (viii) any exchange of property pursuant to or intended to qualify under Section 1031 (or any successor section) of the Code, or any
exchange of equipment to be leased, rented or otherwise used in a Related Business, (ix) any financing transaction with respect to any existing property or any property built or acquired by the Company or any Restricted Subsidiary after the
Issue Date, including without limitation any sale/leaseback transaction or asset securitization, (x) any disposition arising from foreclosure, condemnation or similar action with respect to any property or other assets, or exercise of
termination rights under any lease, license, concession or other agreement, (xi) any disposition of Equity Interests, Indebtedness or other securities of an Unrestricted Subsidiary, (xii) a disposition of Equity Interests of a Restricted
Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Company or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and
assets (having been newly formed in connection with such 

  

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acquisition), entered into in connection with such acquisition, (xiii) any disposition or series of related dispositions for aggregate consideration not
to exceed $10.0 million, (xiv) the creation of a Permitted Lien and dispositions in connection with Permitted Liens, (xv) dispositions of Investments or receivables, in each case in connection with the compromise, settlement or collection
thereof in the ordinary course of business in bankruptcy or similar proceedings, (xvi) the unwinding of any Hedging Obligation, (xvii) the licensing of any intellectual property or (xviii) the Excluded Assets. 
 “Atlanta IRB Transaction” means the transactions entered into by ADESA Atlanta, LLC with the Development Authority of Fulton County,
Georgia in connection with a wholesale automobile auction facility located in Fulton, Georgia. 
 “Authenticating Agent”
means any Person authorized by the Trustee pursuant to Section 714 to act on behalf of the Trustee to authenticate Notes of one or more series. 
 “Bank Indebtedness” means any and all amounts, whether outstanding on the Issue Date or thereafter incurred, payable under or in respect of any Credit Facility, including without limitation principal,
premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed in
such proceedings), fees, charges, expenses, reimbursement obligations, guarantees, other monetary obligations of any nature and all other amounts payable thereunder or in respect thereof. 
 “Board of Directors” means, for any Person, the board of directors or other governing body of such Person or, if such Person is owned or
managed by a single entity, the board of directors or other governing body of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such board or governing body. Unless otherwise provided, “Board of
Directors” means the Board of Directors of the Company. 
 “Business Day” means a day other than a Saturday, Sunday or
other day on which commercial banking institutions are authorized or required by law to close in New York City (or any other city in which a Paying Agent maintains its office). 
 “Canadian Subsidiary” means any Foreign Subsidiary that is organized under the laws of Canada or any province or subdivision thereof.

 “Capitalized Lease Obligation” means an obligation that is required to be classified and accounted for as a capitalized
lease for financial reporting purposes in accordance with GAAP. The Stated Maturity of any Capitalized Lease Obligation shall be the date of the last payment of rent or any other amount due under the related lease. 
 “Cash Equivalents” means any of the following: (a) securities issued or fully guaranteed or insured by the United States of America
or any agency or instrumentality thereof, (b) marketable general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof having a credit rating of
“AA” or better at the time of acquisition from either S&P or Moody’s, (c) time deposits, certificates of deposit or bankers’ acceptances of (i) any lender under a Senior Credit Facility or any affiliate thereof or
(ii) any commercial bank having capital and surplus in excess of 

  

 3 








 
$500,000,000 and the commercial paper of the holding company of which is rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the
equivalent thereof by Moody’s (or if at such time neither is issuing ratings, then a comparable rating of another nationally recognized rating agency), provided, however, that time deposits (including Eurodollar time deposits),
certificates of deposit (including Eurodollar certificates of deposit) and bankers’ acceptances in the aggregate amount not to exceed $2,000,000 may be maintained at any commercial bank of recognized standing organized under the laws of the
United States (or any State or territory thereof) that does not satisfy the capital and surplus requirements and rating requirements set forth in this clause (c), (d) money market instruments, commercial paper or other short-term obligations
rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s (or if at such time neither is issuing ratings, then a comparable rating of another nationally recognized rating agency),
(e) investments in money market funds subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the SEC under the Investment Company Act of 1940, as amended and (f) investments similar to any of the foregoing
denominated in foreign currencies approved by the Board of Directors. 
 “Change of Control” means: 
 (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted
Holders or a Parent, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company, provided that
(x) so long as the Company is a Subsidiary of any Parent, no “person” shall be deemed to be or become a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of the Company unless such
“person” shall be or become a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of such Parent and (y) any Voting Stock of which any Permitted Holder is the “beneficial owner” shall
not in any case be included in any Voting Stock of which any such “person” is the “beneficial owner”; 
 (ii) the Company or the Parent merges or consolidates with or into, or sells or transfers (in one or a series of related transactions) all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole,
to, another Person (other than one or more Permitted Holders) and any “person” (as defined in clause (i) above), other than one or more Permitted Holders or any Parent, is or becomes the “beneficial owner” (as so defined),
directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the surviving Person in such merger or consolidation, or the transferee Person in such sale or transfer of assets, as the case may be, provided that
(x) so long as such surviving or transferee Person is a Subsidiary of a parent Person, no “person” shall be deemed to be or become a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of such
surviving or transferee Person unless such “person” shall be or become a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of such parent Person and (y) any Voting Stock of which any Permitted
Holder is the “beneficial owner” shall not in any case be included in any Voting Stock of which any such “person” is the beneficial owner; or 
  

 4 








 (iii) during any period of two consecutive years (during which period the Company has
been a party to this Indenture), individuals who at the beginning of such period were members of the Board of Directors of the Company (together with any new members thereof whose election by such Board of Directors or whose nomination for election
by holders of Equity Interests of the Company was approved by one or more Permitted Holders or by a vote of a majority of the members of such Board of Directors then still in office who were either members thereof at the beginning of such period or
whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of such Board of Directors then in office. 
 “Clearstream” means Clearstream Banking, société anonyme, or any successor securities clearing agency 
 “Code” means the Internal Revenue Code of 1986, as amended. 
 “Commodities
Agreement” means, in respect of a Person, any commodity futures contract, forward contract, option or similar agreement or arrangement (including derivative agreements or arrangements), as to which such Person is a party or beneficiary.

 “Company” means KAR Holdings, Inc., and any and all successors thereto. 
 “Company Request,” “Company Order” and “Company Consent” mean, respectively, a written request, order
or consent signed in the name of the Company by an Officer of the Company. 
 “Consolidated Coverage Ratio” as of any date
of determination means the ratio of (i) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of
the Company are available to (ii) Consolidated Interest Expense for such four fiscal quarters (in each of the foregoing clauses (i) and (ii), determined for each fiscal quarter (or portion thereof) of the four fiscal quarters ending prior
to the Issue Date); provided, that 
 (1) if since the beginning of such period the Company or any Restricted
Subsidiary has Incurred any Indebtedness that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, Consolidated EBITDA and
Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period (except that in making such computation, the
amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation shall be computed based on (A) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for
which such facility was outstanding or (B) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such
calculation); 
  

 5 








 (2) if since the beginning of such period the Company or any Restricted Subsidiary has
repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged any Indebtedness that is no longer outstanding on such date of determination (each, a “Discharge”) or if the transaction giving rise to the need to
calculate the Consolidated Coverage Ratio involves a Discharge of Indebtedness (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid), Consolidated EBITDA and
Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such Discharge had occurred on the first
day of such period; 
 (3) if since the beginning of such period the Company or any Restricted Subsidiary shall have disposed
of any company, any business or any group of assets constituting an operating unit of a business (any such disposition, a “Sale”), the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated
EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period and Consolidated Interest Expense for
such period shall be reduced by an amount equal to (A) the Consolidated Interest Expense attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, redeemed, defeased or otherwise acquired, retired or
discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Sale for such period (including but not limited to through the assumption of such Indebtedness by another Person) plus (B) if the Equity
Interests of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer
liable for such Indebtedness after such Sale; 
 (4) if since the beginning of such period the Company or any Restricted
Subsidiary (by merger, consolidation or otherwise) shall have made an Investment in any Person that thereby becomes a Restricted Subsidiary, or otherwise acquired any company, any business or any group of assets constituting an operating unit of a
business, including any such Investment or acquisition occurring in connection with a transaction causing a calculation to be made hereunder (any such Investment or acquisition, a “Purchase”), Consolidated EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any related Indebtedness) as if such Purchase occurred on the first day of such period; and 
 (5) if since the beginning of such period any Person became a Restricted Subsidiary or was merged or consolidated with or into the Company
or any Restricted Subsidiary, and since the beginning of such period such Person shall have Discharged any Indebtedness or made any Sale or Purchase that would have required an adjustment pursuant to clause (2), (3) or (4) above if made by
the Company or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Discharge, Sale or Purchase
occurred on the first day of such period. 
  

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 For purposes of this definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or
the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred or repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged in connection
therewith, the pro forma calculations in respect thereof (including without limitation in respect of anticipated cost savings synergies or annualized impact of buyer fee increases relating to any such Sale, Purchase or other transaction) shall be as
determined in good faith by the Chief Financial Officer or an authorized Officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated
as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the Company or a
Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall
be calculated by applying such optional rate as the Company or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such
Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible
financial or accounting Officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 
 “Consolidated EBITDA” means, for any period, for any period: 
 (a) Consolidated Net Income for such period
plus, 
 (b) without duplication and to the extent reflected as a charge in arriving at such Consolidated Net Income for such period,
the sum of the following amounts for such period: 
 (i) the aggregate amount of all provisions for all taxes (whether or not
paid, estimated or accrued) based upon the income and profits of the Company or alternative taxes imposed as reflected in the provision for income taxes in the Company’s consolidated financial statements; 
 (ii) interest expense, amortization or write-off of debt discount and debt issuance costs, and commissions, discounts and other fees and
charges associated with Indebtedness (including the Notes); 
 (iii) depreciation and amortization expense; 
 (iv) amortization of intangibles (including goodwill) and organization costs; 
 (v) any extraordinary, unusual or non-recurring charges, expenses or losses (whether cash or non-cash); 
 (vi) any cash compensation expense relating to the cancellation or retirement of stock options in connection with the Acquisition in an
aggregate amount not to exceed $25.0 million; 
 (vii) non-cash compensation expenses from stock, options to purchase stock
and stock appreciation rights issued to the management of the Company; 
  

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 (viii) any other non-cash charges, non-cash expenses or non-cash losses of the Company or
any of its Restricted Subsidiaries for such period (including deferred rent but excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of or a reserve for cash charges for any future
period); provided, however, that cash payments made in such period or in any future period in respect of such non-cash charges, expenses or losses (excluding any such charge, expense or loss incurred in the ordinary course of business that
constitutes an accrual of or a reserve for cash charges for any future period) shall be subtracted from Consolidated Net Income in calculating Consolidated EBITDA in the period when such payments are made; 
 (ix) no more than $5.0 million accrued in any fiscal year for payment to the Permitted Holders in respect of management, monitoring,
consulting and advisory fees plus any related expenses and other amounts paid to the Permitted Holders to the extent permitted pursuant to Section 412(b)(ii) hereof; 
 (x) any impairment charges, write-off, depreciation or amortization of intangibles arising pursuant to Statement of Financial Accounting
Standards No. 141 or to Statement of Financial Accounting Standards No. 142 and any other non-cash charges resulting from purchase accounting; 
 (xi) any reduction in revenue resulting from the purchase accounting effects of adjustments to deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including
the effects of such adjustments pushed down to the Company and its Restricted Subsidiaries), as a result of the Acquisition, any acquisition consummated prior to the Issue Date or any acquisition by purchase or otherwise of all or substantially all
of the business, assets or Equity Interests (other than directors’ qualifying shares) of any Person or a business unit of a Person; 
 (xii) any loss realized upon the sale or other disposition of any asset (including pursuant to any sale/leaseback transaction) that is not Disposed of in the ordinary course of business and any loss realized upon the
sale or other disposition of any Equity Interests of any Person; 
 (xiii) any unrealized losses in respect of Hedging
Obligations; 
 (xiv) any unrealized foreign currency translation losses in respect of Indebtedness of any Person denominated
in a currency other than the functional currency of such Person; 
 (xv) the amount of any minority expense net of dividends
and distributions paid to the holders of such minority interest; 
 (xvi) any costs, fees and expenses associated with the
consolidation of the salvage operations of the Company and its Restricted Subsidiaries as described in this Offering Circular; 
 (xvii) any costs, fees and expenses associated with the cost reduction, operational restructuring and business improvement efforts of any consulting firm engaged by the Company or its Restricted Subsidiaries to perform such service;

 (xviii) any charges, costs, fees and expenses realized upon the termination of employees and the termination or
cancellation of leases, software licenses or other contracts in connection with the operational restructuring and business improvement efforts of the Company and its Restricted Subsidiaries; and 
  

 8 








 (xix) any costs, fees and expenses related to the Acquisition and any other costs, fees
and expenses incurred in connection with any acquisition by purchase or otherwise of all or substantially all of the business, assets or Equity Interests (other than directors’ qualifying shares) of any Person or a business unit of a Person;
minus  
 (c) to the extent included in arriving at such Consolidated Net Income for such period, the sum of the following amounts for
such period: 
 (i) interest income; 
 (ii) any extraordinary, unusual or non-recurring income or gains whether or not included as a separate item in the statement of
Consolidated Net Income; 
 (iii) all non-cash gains on the sale or disposition of any property other than inventory sold in
the ordinary course of business; 
 (iv) any other non-cash income (excluding any items that represent the reversal of any
accrual of, or cash reserve for, anticipated cash charges in any prior period that are described in the parenthetical to clause (b)(viii) above); 
 (v) any gain realized upon the sale or other disposition of any asset (including pursuant to any sale/leaseback transaction) that is not Disposed of in the ordinary course of business and any gain realized upon the
sale or other disposition of any Equity Interests of any Person; 
 (vi) any unrealized gains in respect of Hedging
Obligations; and 
 (vii) any unrealized foreign currency translation gains in respect of Indebtedness of any Person
denominated in a currency other than the functional currency of such Person, all as determined on a consolidated basis; plus  
 (d)
the annualized impact of buyer fee increases on any business acquired in any acquisition by purchase or otherwise of all or substantially all of the business, assets or Equity Interests (other than directors’ qualifying shares) of any Person or
a business unit of a Person. 
 For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a
“Reference Period”) pursuant to any determination of the Consolidated Secured Leverage Ratio or the Consolidated Coverage Ratio, (i) if at any time during such Reference Period the Company or any Restricted Subsidiary shall have made
any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference
Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period and (ii) if during such Reference Period the Company or any Restricted Subsidiary shall have made a Material
Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto, as if such Material Acquisition occurred on the first day of such Reference Period, and, in the case of any Material Acquisition
other than the Acquisition, Consolidated EBITDA may be increased by adding back any cost savings related thereto expected to be realized within 365 days of such Material Acquisition and all costs incurred to achieve such cost savings. As used in
this definition, “Material Acquisition” means any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes
all or substantially all of the common stock of a Person and (b) involves the payment of consideration 

  

 9 








 
by the Company and its Restricted Subsidiaries in excess of $5,000,000; and “Material Disposition” means any Disposition of property or series of
related Dispositions of property that yields gross proceeds to the Company or any of its Restricted Subsidiaries in excess of $5,000,000. 
 Notwithstanding
the foregoing, (a) Consolidated EBITDA shall be deemed to be $102,900,000, $99,400,000, $88,100,000 and $80,700,000, respectively, for the fiscal quarters ending on or about March 31, 2006, June 30, 2006, September 30,
2006 and December 31, 2006, subject to the adjustments provided for in clauses (b) and (c) of this paragraph, (b) in determining Consolidated EBITDA at any time on or before June 30, 2007, Consolidated EBITDA will be
increased by $10,500,000 on account of anticipated cost savings related to the combination of the salvage auction businesses of Insurance Auto Auctions, Inc. and ADESA, Inc. as reflected in the Offering Circular, and (c) in determining
Consolidated EBITDA at any time after June 30, 2007 and on or before June 30, 2008, Consolidated EBITDA will be increased by the difference between $10,500,000 and the cumulative amount of all such cost savings referred to in clause
(b) that have been realized prior to such time 
 “Consolidated Interest Expense” means, for any period, (i) the
total interest expense of the Company and its Restricted Subsidiaries to the extent deducted in calculating Consolidated Net Income, net of any interest income of the Company and its Restricted Subsidiaries, including without limitation any such
interest expense consisting of (a) interest expense attributable to Capitalized Lease Obligations, (b) amortization of debt discount, (c) interest in respect of Indebtedness of any other Person that has been Guaranteed by the Company
or any Restricted Subsidiary, but only to the extent that such interest is actually paid by the Company or any Restricted Subsidiary, (d) non-cash interest expense, (e) the interest portion of any deferred payment obligation and
(f) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, plus (ii) Preferred Stock dividends paid in cash in respect of Disqualified Stock of the Company held by
Persons other than the Company or a Restricted Subsidiary and minus (iii) to the extent otherwise included in such interest expense referred to in clause (i) above, amortization or write-off of financing costs, in each case under clauses
(i) through (iii) as determined on a Consolidated basis in accordance with GAAP; provided, that gross interest expense shall be determined after giving effect to any net payments made or received by the Company and its Restricted
Subsidiaries with respect to Interest Rate Agreements. 
 “Consolidated Net Income” means, for any period, the net income
(loss) of the Company and its Restricted Subsidiaries, determined on a Consolidated basis in accordance with GAAP and before any reduction in respect of Preferred Stock dividends; provided, that there shall not be included in such
Consolidated Net Income: 
 (i) any net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that
(A) subject to the limitations contained in clause (iii) below, the Company’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount actually
distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause
(ii) below) and (B) the Company’s equity in the net loss of such Person shall be included to the extent of the aggregate Investment of the Company or any of its Restricted Subsidiaries in such Person; 
  

 10 








 (ii) solely for purposes of determining the amount available for Restricted Payments
under Section 409(a)(3)(A), any net income (loss) of any Restricted Subsidiary that is not a Subsidiary Guarantor if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making
of similar distributions by such Restricted Subsidiary, directly or indirectly, to the Company by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule
or regulation applicable to such Restricted Subsidiary or its stockholders (other than (v) restrictions that have been waived or otherwise released, (w) restrictions pursuant to the Notes or this Indenture, (x) restrictions pursuant
to the Floating Rate Senior Notes or the Floating Rate Senior Note Indenture, (y) restrictions pursuant to the Senior Subordinated Notes or the Senior Subordinated Note Indenture and (z) restrictions in effect on the Issue Date with
respect to a Restricted Subsidiary and other restrictions with respect to such Restricted Subsidiary that taken as a whole are not materially less favorable to the Noteholders than such restrictions in effect on the Issue Date), except that
(A) subject to the limitations contained in clause (iii) below, the Company’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of
any dividend or distribution that was or that could have been made by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary (subject, in the case of a dividend that could have been made to another Restricted
Subsidiary, to the limitation contained in this clause) and (B) the net loss of such Restricted Subsidiary shall be included to the extent of the aggregate Investment of the Company or any of its other Restricted Subsidiaries in such Restricted
Subsidiary; 
 (iii) any gain or loss realized upon the sale or other disposition of any asset of the Company or any
Restricted Subsidiary (including pursuant to any sale/leaseback transaction) that is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by the Board of Directors); 
 (iv) the cumulative effect of a change in accounting principles; 
 (v) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness; 
 (vi) any unrealized gains or losses in respect of Currency Agreements; 
 (vii) any unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other
than the functional currency of such Person; 
 (viii) any non-cash compensation charge arising from any grant of stock, stock
options or other equity based awards; 
 (ix) to the extent otherwise included in Consolidated Net Income, any unrealized
foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of the Company or any Restricted Subsidiary owing to the Company or any Restricted Subsidiary; 
  

 11 








 (x) any non-cash charge, expense or other impact attributable to application of the
purchase method of accounting (including the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-up of assets to the extent resulting from such purchase accounting adjustments); and

 (xi) any item classified as an extraordinary, unusual or nonrecurring gain, loss or charge, including fees, expenses and
charges associated with the Transactions and any acquisition, merger or consolidation after the Issue Date. 
 For purposes of this
definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto, the pro forma calculations in respect thereof (including without limitation in respect of
anticipated cost savings or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by a responsible financial or accounting Officer of the Company. 
 “Consolidated Secured Indebtedness” means, as of any date of determination, an amount equal to the Consolidated Total Indebtedness as of
such date that in each case the payment of which is then secured by Liens on property or assets of the Company and its Restricted Subsidiaries (other than property or assets held in a defeasance or similar trust or arrangement for the benefit of the
Indebtedness secured thereby). 
 “Consolidated Secured Leverage Ratio” means, as of any date of determination, the ratio of
(x) Consolidated Secured Indebtedness as at such date to (y) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which
consolidated financial statements of the Company are available (determined for each fiscal quarter (or portion thereof) of the four fiscal quarters ending prior to the Issue Date), provided, that: 
 (1) if since the beginning of such period the Company or any Restricted Subsidiary has Incurred any Consolidated Secured Indebtedness that
remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Secured Leverage Ratio is an Incurrence of Consolidated Secured Indebtedness, Consolidated EBITDA and Consolidated Secured
Indebtedness (to the extent it does not already include such Incurrence of Consolidated Secured Indebtedness) for such period shall be calculated after giving effect on a pro forma basis to such Consolidated Secured Indebtedness as if such
Consolidated Secured Indebtedness had been Incurred on the first day of such period (except that in making such computation, the amount of Consolidated Secured Indebtedness under any revolving credit facility outstanding on the date of such
calculation shall be computed based on (A) the average daily balance of such Consolidated Secured Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (B) if such facility was
created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation); 
  

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 (2) if since the beginning of such period Consolidated Secured Indebtedness has been
Discharged or if the transaction giving rise to the need to calculate the Consolidated Secured Leverage Ratio involves a Discharge of Consolidated Secured Indebtedness (in each case other than Indebtedness Incurred under any revolving credit
facility unless such Indebtedness has been permanently repaid), Consolidated EBITDA and Consolidated Secured Indebtedness (to the extent it does not already exclude such Discharge of Consolidated Secured Indebtedness) for such period shall be
calculated after giving effect on a pro forma basis to such Discharge of such Consolidated Secured Indebtedness, including with the proceeds of such new Consolidated Secured Indebtedness, as if such Discharge had occurred on the first day of such
period; 
 (3) if since the beginning of such period the Company or any Restricted Subsidiary shall have made a Sale, the
Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA
(if negative) attributable thereto for such period; 
 (4) if since the beginning of such period the Company or any Restricted
Subsidiary (by merger, consolidation or otherwise) shall have made a Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder), Consolidated EBITDA for such period shall be calculated
after giving pro forma effect thereto as if such Purchase occurred on the first day of such period; and 
 (5) if since the
beginning of such period any Person became a Restricted Subsidiary or was merged or consolidated with or into the Company or any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or Purchase that
would have required an adjustment pursuant to clause (2), (3) or (4) above if made by the Company or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA and Consolidated Secured Indebtedness for such period
shall be calculated after giving pro forma effect thereto as if such Sale or Purchase occurred on the first day of such period. 
 For
purposes of this definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto, the pro forma calculations in respect thereof (including without limitation in
respect of anticipated cost savings synergies or annualized impact of buyer fee increases relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by a responsible financial or accounting Officer of the Company.

 “Consolidated Total Indebtedness” means, as of any date of determination, an amount equal to (1) the aggregate
principal amount of outstanding Indebtedness of the Company and its Restricted Subsidiaries (other than the Notes) as of such date consisting of (without duplication) Indebtedness for borrowed money (including Purchase Money Obligations and
unreimbursed outstanding drawn amounts under funded letters of credit); Capitalized Lease Obligations; debt obligations evidenced by bonds, debentures, notes or similar instruments; Disqualified Stock; and (in the case of any Restricted Subsidiary
that is not a Subsidiary Guarantor) Preferred Stock, determined on a Consolidated basis in accordance with GAAP 

  

 13 








 
(excluding items eliminated in Consolidation, and for the avoidance of doubt, excluding Hedging Obligations), minus (2) the amount of such Indebtedness
consisting of Indebtedness of a type referred to in, or Incurred pursuant to, Section 407(b)(ix). 
 “Consolidation” means the consolidation of the accounts of each of the Restricted Subsidiaries with those of the Company in accordance with GAAP; provided that “Consolidation” will not include consolidation
of the accounts of any Unrestricted Subsidiary, but the interest of the Company or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated” has a correlative meaning.

 “Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business
shall be administered, which office on the Issue Date is located at Sixth & Marquette, N9303-120, Minneapolis, MN, 55479; Attn: Corporate Trust Services. 
 “Credit Facilities” means one or more of (i) the Senior Credit Facility, and (ii) any other facilities, agreements, indentures or arrangements designated by the Company, in each case with
one or more banks or other lenders or institutions providing for revolving credit loans, term loans or receivables (including without limitation through the sale of receivables to such institutions or to special purpose entities formed to borrow
from such institutions against such receivables or the creation of any Liens in respect of such receivables in favor of such institutions), letters of credit or other Indebtedness, in each case, including all agreements, instruments and documents
executed and delivered pursuant to or in connection with any of the foregoing, including but not limited to any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement,
mortgages or letter of credit applications and other guarantees, pledge agreements, security agreements and collateral documents, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded,
refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original banks, lenders or institutions or other banks, lenders or institutions or otherwise, and whether
provided under any original Credit Facility or one or more other credit agreements, indentures, debentures, notes financing agreements or other Credit Facilities or through the sale of debt securities or otherwise). Without limiting the generality
of the foregoing, the term “Credit Facility” shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries as additional borrowers or guarantors
thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof. 
 “Currency Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement, futures contract, option
contract or other similar agreement or arrangements (including derivative agreements or arrangements), as to which such Person is a party or of which it is a beneficiary. 
 “Default” means any event or condition that is, or after notice or passage of time or both would be, an Event of Default. 
  


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 “Depositary” means The Depository Trust Company, its nominees and successors.

 “Designated Noncash Consideration” means the Fair Market Value of noncash consideration received by the Company or one of
its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation. A particular item of Designated
Noncash Consideration will no longer be considered to be outstanding when it has been pair, redeemed or otherwise retired or sold or otherwise disposed of in compliance with the Section 411. 
 “Disinterested Directors” means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the
Company, or one or more members of the Board of Directors of a Parent, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have
such a financial interest by reason of such member’s holding Equity Interests of the Company or any Parent or any options, warrants or other rights in respect of such Equity Interests. 
 “Disposition” means, with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other
disposition thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings. 
 “Disqualified Stock” means, with respect to any Person, any Equity Interest that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the
happening of any event (other than following the occurrence of a Change of Control or other similar event described under such terms as a “change of control,” or an Asset Disposition) (i) matures or is mandatorily redeemable pursuant
to a sinking fund obligation or otherwise, (ii) is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Equity Interests convertible or exchangeable solely at the option of the Company or a Restricted Subsidiary;
provided, however, that any such conversion or exchange shall be deemed an Incurrence of Indebtedness or Disqualified Stock, as applicable) or (iii) is redeemable at the option of the holder thereof (other than following the occurrence
of a Change of Control or other similar event described under such terms as a “change of control,” or an Asset Disposition), in whole or in part, in each case on or prior to the final Stated Maturity of the Notes. 
 “Dollars” or “$” means dollars in lawful currency of the United States of America. 
 “Domestic Subsidiary” means any Restricted Subsidiary of the Company other than a Foreign Subsidiary. 
 “Equity Interests” of any Person means any and all shares of, rights to purchase, warrants, options, profits, interests, equity
appreciation rights or other rights to acquire or purchase, or other equivalents of or interest in (however designated) equity of such Person, including any Preferred Stock (but excluding any debt security that is convertible into, or exchangeable
for, any such equity). 
  

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 “Equity Offering” means any public or private sale of common stock or Preferred Stock of
the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than: 
 (1) public
offerings with respect to the Company’s or any direct or indirect parent company’s common stock registered on Form S-8; 
 (2) issuances to any Subsidiary of the Company; and 
 (3) any such public or private sale that constitutes
an Excluded Contribution 
 “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System, or any
successor securities clearing agency. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Exchange Notes” means the Issuer’s 8 3
/4% Senior Notes due 2014, containing terms substantially identical to the Initial Notes or any Initial Additional Notes (except that
(i) such Exchange Notes may omit terms with respect to transfer restrictions and may be registered under the Securities Act, and (ii) certain provisions relating to an increase in the stated rate of interest thereon may be eliminated),
that are issued and exchanged for (a) the Initial Notes, as provided for in the Registration Rights Agreement, or (b) such Initial Additional Notes as may be provided in any registration rights agreement relating to such Initial Additional
Notes and this Indenture (including any amendment or supplement hereto). 
 “Excluded Assets” means the properties of
the Company located at (i) Atlanta (Old Site), 300 Raymond Hill Road, Newnan, GA; (ii) Dallas, 1224 East Big Town Blvd., Mesquite, TX 75149, (iii) Fremont, 6700 Stevenson Blvd., Fremont, CA 94538; (iv) Kansas City, 101
Southwest Oldham Pkwy, Lee’s Summit, MO 64081 and (v) Phoenix, 400 North Beck Avenue, Chandler, AZ 85226. 
 “Excluded
Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Company from: 
 (1) contributions to its common equity capital; and 
 (2) the sale (other than to a Subsidiary of the Company or to
any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Equity Interests (other than Disqualified Stock) of the Company, 
 in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by the principal financial officer of the Company on the date such
capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in Section 409(a). 
  

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 “Fair Market Value” means, with respect to any asset or property, the fair market value
of such asset or property as determined in good faith by the Board of Directors, whose determination will be conclusive. 
 “Financing Disposition” means any sale, transfer, conveyance or other disposition of, or creation or incurrence of any Lien on, Receivables by the Company or any Restricted Subsidiary thereof to or in favor of any Special
Purpose Entity, or by any Special Purpose Subsidiary, in each case in connection with a financing by a Special Purpose Entity or in connection with the Incurrence by a Special Purpose Entity of Indebtedness or obligations to make payments to the
obligor on Indebtedness, which may be secured by a Lien in respect of such property or assets, in each case, for the Fair Market Value thereof. 
 “Floating Rate Senior Notes” means $150.0 million in aggregate principal amount of floating rate senior notes due 2014 issued by the Company pursuant to the Floating Rate Senior Note Indenture. 
 “Floating Rate Senior Note Indenture” means that indenture, dated as of April 20, 2007, among the Company, the guarantors from time
to time a party thereto and Wells Fargo Bank, National Association, as trustee, relating to the Floating Rate Senior Notes. 
 “Foreign Subsidiary” means (a) any Restricted Subsidiary of the Company that is not organized under the laws of the United States of America or any state thereof or the District of Columbia and (b) any Restricted
Subsidiary of the Company that has no material assets other than securities or Indebtedness of one or more Foreign Subsidiaries (or Subsidiaries thereof), and other assets relating to an ownership interest in any such securities, Indebtedness or
Subsidiaries. 
 “GAAP” means generally accepted accounting principles in the United States of America as in effect on the
Issue Date (for purposes of the definitions of the terms “Consolidated Coverage Ratio,” “Consolidated EBITDA,” “Consolidated Interest Expense,” “Consolidated Net Income,” “Consolidated Secured
Indebtedness,” “Consolidated Secured Leverage Ratio,” “Consolidated Total Indebtedness” and “Total Assets,” all defined terms in this Indenture to the extent used in or relating to any of the foregoing definitions,
and all ratios and computations based on any of the foregoing definitions) and as in effect from time to time (for all other purposes of this Indenture), including those set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting
profession. All ratios and computations based on GAAP contained in this Indenture shall be computed in conformity to the extent possible with GAAP. 
 “Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person; provided that the term “Guarantee”
shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning. 
 “Guarantor” means each Subsidiary Guarantor. 
  

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 “Guarantor Subordinated Obligations” means, with respect to a Subsidiary Guarantor, any
Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a
written agreement. 
 “Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate
Agreement, Currency Agreement or Commodities Agreement. 
 “Holder” or “Noteholder” means the Person in
whose name a Note is registered in the Note Register. 
 “Incur” means issue, assume, enter into any Guarantee of, incur or
otherwise become liable for; and the terms “Incurs,” “Incurred” and “Incurrence” shall have a correlative meaning; provided, that any Indebtedness or Equity Interests of a Person existing at
the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary. The accrual of interest or
dividends, the accretion of accreted value, the accretion of amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock will not be deemed to be an
Incurrence of Indebtedness, Disqualified Stock or Preferred Stock. Any Indebtedness issued at a discount (including Indebtedness on which interest is payable through the issuance of additional Indebtedness) shall be deemed Incurred at the time of
original issuance of the Indebtedness at the initial accreted amount thereof. 
 “Indebtedness” means, with respect to any
Person on any date of determination (without duplication): 
 (i) the principal of indebtedness of such Person for borrowed
money; 
 (ii) the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

 (iii) the principal component of all reimbursement obligations of such Person in respect of letters of credit,
bankers’ acceptances or other similar instruments (except to the extent such reimbursement obligation relates to a Trade Payable or similar liability and such obligation is satisfied within 30 days of Incurrence); 
 (iv) the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except Trade
Payables and other accrued current liabilities arising in the ordinary course of business), which purchase price is due more than one year after the date of placing such property in final service or taking final delivery and title thereto;

 (v) all Capitalized Lease Obligations of such Person; 
 (vi) the redemption, repayment or other repurchase amount of such Person with respect to any Disqualified Stock of such Person or (if such
Person is a Subsidiary of the Company other than a Subsidiary Guarantor) any Preferred Stock of such Subsidiary, 

  

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but excluding, in each case, any accrued dividends (the amount of such obligation to be equal at any time to the maximum fixed involuntary redemption,
repayment or repurchase price for such Equity Interest, or if less (or if such Equity Interest has no such fixed price), to the involuntary redemption, repayment or repurchase price thereof calculated in accordance with the terms thereof as if then
redeemed, repaid or repurchased, and if such price is based upon or measured by the fair market value of such Equity Interest, such fair market value shall be as determined in good faith by the Board of Directors or the board of directors or other
governing body of the issuer of such Equity Interest); 
 (vii) the principal component of all Indebtedness of other Persons
secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of Indebtedness of such Person shall be the lesser of (A) the fair market value of such asset at such
date of determination (as determined in good faith by the Company) and (B) the amount of such Indebtedness of such other Persons; 
 (viii) the principal component of Indebtedness of other Persons, to the extent Guaranteed by such Person; and 
 (ix) to the extent not otherwise included in this definition, net Hedging Obligations of such Person (the amount of any such obligation to be equal at any time to the termination value of such agreement or arrangement
giving rise to such Hedging Obligation that would be payable by such Person at such time); 
 provided, however, that Indebtedness shall not include
(A) any obligation of the Company or any Subsidiary in respect of the Transaction Documents (other than the Credit Agreement, the Notes, the Senior Subordinated Notes, the Senior Subordinated Note Indenture, the Floating Rate Senior Notes, the
Floating Rate Senior Note Indenture and this Indenture), (B) any liability for Federal, state, provincial, foreign, local or other taxes owed or owing by such Person, (C) advances paid by customers in the ordinary course of business for
services or products to be provided or delivered in the future, (D) Trade Payables, accrued expenses and intercompany liabilities arising in the ordinary course of business, (E) prepaid or deferred revenue arising in the ordinary course of
business, (F) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy unperformed obligations of the seller of such asset or (G) earn-out obligations until
such obligations become a liability on the balance sheet of such person in accordance with GAAP. 
 The amount of Indebtedness of any Person at any date
shall be determined as set forth above or otherwise provided in this Indenture, or otherwise shall equal the amount thereof that would appear as a liability on a balance sheet of such Person (excluding any notes thereto) prepared in accordance with
GAAP. 
 “Initial Additional Notes” means additional Notes issued in an offering not registered under the Securities Act
(and any Notes issued in respect thereof pursuant to Section 304, 305, 306, 312(c), 312(d) or 1008). 
  

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 “Initial Notes” means the Notes issued on the Issue Date (and any Notes issued in
respect thereof pursuant to Section 304, 305, 306, 312(c), 312(d) or 1008). 
 “interest,” with respect to the Notes, means interest on the Notes and, except for purposes of Article IX, additional or special interest pursuant to the terms of any Note. 
 “Interest Payment Date” means, when used with respect to any Note and any installment of interest thereon, the date specified in such
Note as the fixed date on which such installment of interest is due and payable, as set forth in such Note. 
 “Interest Rate
Agreement” means, with respect to any Person, any interest rate protection agreement, future agreement, option agreement, swap agreement, cap agreement, collar agreement, hedge agreement or other similar agreement or arrangement (including
derivative agreements or arrangements), as to which such Person is party or a beneficiary. 
 “Inventory” means goods held
for sale, lease or use by a Person in the ordinary course of business, net of any reserve for goods that have been segregated by such Person to be returned to the applicable vendor for credit, as determined in accordance with GAAP. 
 “Investment” in any Person by any other Person means any direct or indirect advance, loan or other extension of credit (other than to
customers, dealers, licensees, franchisees, suppliers, directors, officers or employees of any Person in the ordinary course of business) or capital contribution (by means of any transfer of cash or other property to others or any payment for
property or services for the account or use of others) to, or any purchase or acquisition of Equity Interests, Indebtedness or other similar instruments issued by, such Person. For purposes of the definition of “Unrestricted Subsidiary”
and Section 409 only, “Investment” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that
such Subsidiary is designated an Unrestricted Subsidiary, provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted
Subsidiary in an amount (if positive) equal to (x) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Company’s equity interest in such Subsidiary)
of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation, and (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer.
Guarantees shall not be deemed to be Investments. The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced (at the Company’s option) by any dividend, distribution, interest payment, return of
capital, repayment or other amount or value received in respect of such Investment; provided, that to the extent that the amount of Restricted Payments outstanding at any time is so reduced by any portion of any such amount or value that
would otherwise be included in the calculation of Consolidated Net Income, such portion of such amount or value shall not be so included for purposes of calculating the amount of Restricted Payments that may be made pursuant to
Section 409(a). 
 “Issue Date” means the first date on which Notes are issued. 
 “Issuer” means KAR Holdings, Inc., and any and all successors thereto. 
  

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 “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any
kind (including any conditional sale or other title retention agreement or lease in the nature thereof). 
 “Management
Advances” means loans or advances made to directors, officers or employees of any Parent, the Company or any Restricted Subsidiary (x) in respect of travel, entertainment or moving-related expenses incurred in the ordinary course of
business, (y) in respect of moving-related expenses incurred in connection with any closing or consolidation of any facility, or (z) in the ordinary course of business and (in the case of this clause (z)) not exceeding $10.0 million in the
aggregate outstanding at any time. 
 “Merger Agreement” means that certain Agreement and Plan of Merger, dated as of
December 22, 2006 by an among KAR Holdings II, LLC, the Company, KAR Acquisitions, Inc. and ADESA, Inc., as amended, restated, supplemented or otherwise modified from time to time. 
 “Merger” means the merger of KAR Acquisitions, Inc. with and into the Company, with the Company continuing as the surviving corporation.

 “Moody’s” means Moody’s Investors Service, Inc., and its successors. 
 “Net Available Cash” from an Asset Disposition means an amount equal to all cash payments received (including any cash payments received
by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring person of Indebtedness or
other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of (i) all legal, accounting, investment banking, title and recording tax
expenses, commissions and other fees and expenses incurred, and all federal, state, provincial, foreign and local taxes required to be paid or to be accrued as a liability under GAAP, as a consequence of such Asset Disposition (including as a
consequence of any transfer of funds in connection with the application thereof in accordance with Section 411), (ii) all payments made, and all installment payments required to be made, on any Indebtedness that is secured by any
assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or that must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds
from such Asset Disposition, (iii) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition, or to any other Person (other than the Company or
a Restricted Subsidiary) owning a beneficial interest in the assets disposed of in such Asset Disposition, (iv) the deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities,
(v) any liabilities or obligations associated with the assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition, including without limitation pension and other
post-employment benefit liabilities, liabilities related to environmental matters, and liabilities relating to any indemnification obligations associated with such Asset Disposition, and (vi) the amount of any purchase price or similar
adjustment (x) claimed by any Person to be owed by the Company or any Restricted Subsidiary, until such time as such claim shall have been settled or otherwise finally resolved, or (y) paid or payable by the Company, in either case in
respect of such Asset Disposition. 
  

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 “Net Cash Proceeds,” with respect to any issuance or sale of any securities of the
Company or any Subsidiary by the Company or any Subsidiary, or any capital contribution, means an amount equal to all the cash proceeds of such issuance, sale or contribution net of attorneys’ fees, accountants’ fees, underwriters’ or
placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance, sale or contribution and net of taxes paid or payable as a result thereof.

 “Non-U.S. Person” means a Person who is not a U.S. person, as defined in Regulation S. 
 “Notes” means the Initial Notes, any Additional Notes, the Exchange Notes and any notes issued in respect thereof pursuant to
Section 304, 305, 306, 312(c), 312(d) or 1008. 
 “Non-Recourse Debt” means
Indebtedness: 
 (i) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support
of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; 
 (ii) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action
against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the
Indebtedness to be accelerated or payable prior to its Stated Maturity; and 
 (iii) as to which the lenders have been
notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries 
 “Obligations” means, with respect to any Indebtedness, any principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the
Company or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, Guarantees of such Indebtedness (or of Obligations in respect thereof), other
monetary obligations of any nature and all other amounts payable thereunder or in respect thereof. 
 “Offering Circular”
means the Company’s Offering Circular dated April 13, 2007 relating to the initial offering of the Original Notes. 
 “Officer” means, with respect to the Company or any other obligor upon the Notes, the Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer, any Vice President, the Controller, the
Treasurer or the Secretary (a) of such Person or 

  

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(b) if such Person is owned or managed by a single entity, of such entity (or any other individual designated as an “Officer” for the purposes of
this Indenture by the Board of Directors). 
 “Officer’s Certificate” means, with respect to the Company or any other
obligor upon the Notes, a certificate signed by one Officer of such Person. 
 “Opinion of Counsel” means a written opinion
reasonably acceptable to the Trustee from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company, any Parent or the Trustee. 
 “Original Notes” means the Initial Notes and any Exchange Notes issued in exchange therefor. 
 “Outstanding,” when used with respect to Notes means, as of the date of determination, all Notes theretofore authenticated and delivered
under this Indenture, except: 
 (i) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

 (ii) Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or
any Paying Agent in trust for the Holders of such Notes, provided that, if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee
has been made; and 
 (iii) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered
pursuant to this Indenture. 
 A Note does not cease to be Outstanding because the Company or any Affiliate of the Company holds the Note, provided
that in determining whether the Holders of the requisite amount of Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any Affiliate of the Company shall be
disregarded and deemed not to be Outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the
Trustee actually knows are so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the reasonable satisfaction of the Trustee the pledgee’s right to act
with respect to such Notes and that the pledgee is not the Company or an Affiliate of the Company. 
 “Parent” means KAR
Holdings, LLC and any Other Parent and any other Person that is a Subsidiary of any Other Parent and of which the Company is a Subsidiary. As used herein, “Other Parent” means a Person of which the Company becomes a Subsidiary after the
Issue Date, provided that either (x) immediately after the Company first becomes a Subsidiary of such Person, more than 50% of the Voting Stock of such Person shall be held by one or more Persons that held more than 50% of the Voting
Stock of a Parent of the Company immediately prior to the Company first becoming such Subsidiary or (y) such Person shall be deemed not to be an Other Parent for the purpose of determining whether a Change of Control shall have occurred by
reason of the Company first becoming a Subsidiary of such Person. 
  

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 “Parent Expenses” means (i) costs (including all professional fees and expenses)
incurred by any Parent in connection with its reporting obligations under, or in connection with compliance with, applicable laws or applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, this
Indenture, the Floating Rate Senior Note Indenture, the Senior Subordinated Note Indenture or any other agreement or instrument relating to Indebtedness of the Company or any Restricted Subsidiary, including in respect of any reports filed with
respect to the Securities Act, Exchange Act or the respective rules and regulations promulgated thereunder, (ii) an aggregate amount not to exceed $10.0 million in any fiscal year to permit any Parent to pay its corporate overhead expenses
Incurred in the ordinary course of business, and to pay salaries or other compensation of employees who perform services for any Parent or for both such Parent and the Company, (iii) indemnification obligations of any Parent owing to directors,
officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with any such Person, (iv) other operational and tax expenses of any Parent incurred on behalf of the Company in the ordinary course of
business, including obligations in respect of director and officer insurance (including premiums therefor); it being understood that, for purposes of this definition, all operational and tax expenses of the Parent are deemed to be incurred on behalf
of the Company if the Company’s activities represent substantially all of the operating activities of the Parent and all of its Subsidiaries, (v) fees and expenses payable by any Parent in connection with the Transactions, and
(vi) fees and expenses incurred by any Parent in connection with any offering of Equity Interests or Indebtedness, (x) where the net proceeds of such offering are intended to be received by or contributed or loaned to the Company or a
Restricted Subsidiary, or (y) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received, contributed or loaned, or (z) 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 Company or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed. 
 “Paying Agent” means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Notes on
behalf of the Company; provided that neither the Company nor any of its Affiliates shall act as Paying Agent for purposes of Section 1102 or Section 1205. 
 “Permitted Holder” means each of (i) Kelso & Company, L.P. and its Affiliates, (ii) GS Capital Partners VI, L.P. and
its related GS VI co-investment funds and their Affiliates, (iii) ValueAct Capital Master Fund, L.P. and its Affiliates, (iv) Parthenon Investors LLC and its Affiliates and (v) any Person acting in the capacity of an underwriter in
connection with a public or private offering of Voting Stock of any Parent or the Company. In addition, any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) whose status as a “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act) constitutes or results in a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture, together with its Affiliates, shall
thereafter constitute Permitted Holders. 
  

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 “Permitted Investment” means an Investment by the Company or any Restricted Subsidiary
in, or consisting of, any of the following: 
 (i) a Restricted Subsidiary, the Company, or a Person that will, upon the
making of such Investment, become a Restricted Subsidiary so long as such Person is primarily engaged in a Related Business; 
 (ii) another Person that is engaged primarily in a Related Business if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, or is liquidated
into, the Company or a Restricted Subsidiary; 
 (iii) Temporary Cash Investments or Cash Equivalents; 
 (iv) receivables owing to the Company or any Restricted Subsidiary, if created or acquired in the ordinary course of business; 

(v) any securities or other Investments received as consideration in, or retained in connection with, sales or other dispositions of
property or assets, including Asset Dispositions made in compliance with Section 411; 
 (vi) securities or other
Investments received in settlement of debts created in the ordinary course of business and owing to, or of other claims asserted by, the Company or any Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or
in satisfaction of judgments, including in connection with any bankruptcy proceeding or other reorganization of another Person; 
 (vii) Investments in existence or made pursuant to legally binding written commitments in existence on the Issue Date; 
 (viii) Currency Agreements, Interest Rate Agreements, Commodities Agreements and related Hedging Obligations, which obligations are Incurred in compliance with Section 407; 
 (ix) pledges or deposits (x) with respect to leases or utilities in the ordinary course of business or (y) otherwise described
in the definition of “Permitted Liens” or made in connection with Liens permitted under Section 413; 
 (x) Investments in a Special Purpose Subsidiary in the form of Equity Interests, interests in Receivables generated by the Company or any of its Restricted Subsidiaries or a demand note or promissory note issued by a Special Purpose
Subsidiary in favor of the Company or a Restricted Subsidiary; 
 (xi) bonds secured by assets leased to and operated by the
Company or any Restricted Subsidiary that were issued in connection with the financing of such assets so long as the Company or any Restricted Subsidiary may obtain title to such assets at any time by paying a nominal fee, canceling such bonds and
terminating the transaction; 
  

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 (xii) repurchase of the Floating Rate Senior Notes or Notes; 
 (xiii) any Investment to the extent made using Equity Interests of the Company (other than Disqualified Stock) or Equity Interests of any
Parent as consideration; 
 (xiv) Management Advances; 
 (xv) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with
Section 412(b) (except transactions described in clauses (i), (v) and (vi) of such paragraph); 
 (xvi) other Investments in an aggregate amount outstanding at any time not to exceed the greater of (x) $100.0 million and (y) 2.75% of Total Assets; 
 (xvii) Equity Interests, obligations or securities received in settlement of debts created in the ordinary course of business and owing to
the Company or any Restricted Subsidiary or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of a debtor; 
 (xviii) endorsements of negotiable instruments and documents in the ordinary course of business or pledges or deposits permitted under
clause (c) of the definition of “Permitted Liens.” 
 (xix) any Investment that replaces, refinances or refunds
an existing Investment; provided that the new Investment is in an amount that does not exceed the amount replaced, refinanced or refunded, and is made in the same Person as the Investment is replaced, refinanced or refunded; 
 (xx) Investments made by AFC in the ordinary course of business in the form of loans, advances and extensions of credit; and 

(xxi) Investments in connection with the Atlanta IRB Transaction. 
 If any Investment pursuant to clause (xvi) above is made in any Person that is not a Restricted Subsidiary and such Person thereafter becomes a Restricted Subsidiary, such Investment shall thereafter be deemed to
have been made pursuant to clause (i) above and not clause (xvi) above for so long as such Person continues to be a Restricted Subsidiary. 
 “Permitted Liens” means: 
 (a) Liens for taxes, assessments or other
governmental charges not yet delinquent or the nonpayment of which in the aggregate would not reasonably be expected to have a material adverse effect on the Company and its Restricted Subsidiaries or that are being contested in good faith and by
appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Company or a Subsidiary thereof, as the case may be, in accordance with GAAP; 
  

 26 








 (b) carriers’, warehousemen’s, mechanics’, landlords’,
materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations that are not overdue for a period of more than 60 days or that are bonded or that are being contested in good faith and by
appropriate proceedings; 
 (c) pledges, deposits or Liens in connection with workers’ compensation, unemployment
insurance and other social security and other similar legislation or other insurance-related obligations (including, without limitation, pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements);

 (d) pledges, deposits or Liens to secure the performance of bids, tenders, trade, government or other contracts (other than
for borrowed money), obligations for utilities, leases, licenses, statutory obligations, completion guarantees, surety, judgment, appeal or performance bonds, other similar bonds, instruments or obligations, and other obligations of a like nature
incurred in the ordinary course of business; 
 (e) easements (including reciprocal easement agreements), rights-of-way,
building, zoning and similar restrictions, utility agreements, covenants, reservations, restrictions, encroachments, charges, and other similar encumbrances or title defects incurred, or leases or subleases granted to others, in the ordinary course
of business, which do not in the aggregate materially interfere with the ordinary conduct of the business of the Company and its Subsidiaries, taken as a whole; 
 (f) Liens existing on, or provided for under written arrangements existing on, the Issue Date, or (in the case of any such Liens securing
Indebtedness of the Company or any of its Subsidiaries existing or arising under written arrangements existing on the Issue Date) securing any Refinancing Indebtedness in respect of such Indebtedness so long as the Lien securing such Refinancing
Indebtedness is limited to all or part of the same property, assets or substitute assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or under such written arrangements could secure) the
original Indebtedness; provided that liens incurred under the Senior Credit Facility or any Refinancing Indebtedness with respect thereto shall not be deemed to be permitted under this clause (f); 
 (g) (i) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any
developer, landlord or other third party on property over which the Company or any Restricted Subsidiary of the Company has easement rights or on any leased property and subordination or similar agreements relating thereto and (ii) any
condemnation or eminent domain proceedings affecting any real property; 
 (h) Liens arising out of judgments, decrees, orders
or awards in respect of which the Company shall in good faith be prosecuting an appeal or proceedings for review, which appeal or proceedings shall not have been finally terminated, or if the period within which such appeal or proceedings may be
initiated shall not have expired; 
  

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 (i) leases, subleases, licenses or sublicenses (including, without limitation, real
property and intellectual property rights) to third parties; 
 (j) Liens securing Indebtedness (including Liens securing any
Obligations in respect thereof) consisting of (1) Indebtedness Incurred in compliance with Section 407(b)(i) (including Hedging Obligations related thereto), Section 407(b)(iv), Section 407(b)(v),
Section 407(b)(vii), Section 407(b)(viii) or Section 407(b)(ix), or Section 407(b)(iii) (other than Refinancing Indebtedness Incurred in respect of Indebtedness described in
Section 407(a)), (2) Bank Indebtedness Incurred in compliance with Section 407(b) and Hedging Obligations thereto, (3) the Notes, (4) Indebtedness of any Restricted Subsidiary that is not a Subsidiary
Guarantor, and (5) Indebtedness or other obligations of any Special Purpose Entity in connection with a Special Purpose Financing; 
 (k) Liens existing on property or assets of a Person at the time such Person becomes a Subsidiary of the Company (or at the time the Company or a Restricted Subsidiary acquires such property or assets, including any
acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary); provided, however, that such Liens are not created in connection with, or in contemplation of, such other Person becoming such a
Subsidiary (or such acquisition of such property or assets), and that such Liens are limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or,
under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate; 
 (l)
Liens on Equity Interests, Indebtedness or other securities of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary; 
 (m) any encumbrance or restriction (including, but not limited to, put and call agreements) with respect to Equity Interests of any joint
venture or similar arrangement pursuant to any joint venture or similar agreement; 
 (n) Liens securing Indebtedness
(including Liens securing any Obligations in respect thereof) consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness secured by, or securing any refinancing, refunding, extension, renewal or replacement (in whole or in part)
of any other obligation secured by, any other Permitted Liens, provided that any such new Lien is limited to all or part of the same property or assets or replacements thereof (plus improvements, accessions, proceeds or dividends or
distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the obligations to which such Liens relate, other than Liens incurred in compliance with clause (j) above;

 (o) Liens (1) arising by operation of law (or by agreement to the same effect) in the ordinary course of business,
(2) on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets, (3) on cash set aside at the time of
the Incurrence of any Indebtedness or government securities purchased with such 

  

 28 








 
cash, in either case to the extent that such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow
account or similar arrangement to be applied for such purpose, (4) securing or arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking or other trading activities, (5) arising out of
conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business, (6) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft, cash pooling or
similar obligations incurred in the ordinary course of business, (7) attaching to commodity trading or other brokerage accounts incurred in the ordinary course of business, (8) on receivables (including related rights) or (9) arising
in connection with repurchase agreements permitted under Section 407 on assets that are the subject of such repurchase agreements or (10) Liens in favor of the Company or any Restricted Subsidiary (other than Liens on property or
assets of the Company or any Subsidiary Guarantor in favor of any Restricted Subsidiary that is not a Subsidiary Guarantor; 
 (p) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) and other obligations, which Indebtedness and other obligations do not exceed $50.0 million at any time outstanding; 
 (q) any interest or title of a lessor under any Capitalized Lease Obligation or operating lease; 
 (r) Liens securing the Notes and Subsidiary Guarantees; 
 (s) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Indebtedness Incurred in
compliance with Section 407, provided that on the date of the Incurrence of such Indebtedness after giving effect to such Incurrence (or on the date of the initial borrowing of such Indebtedness after giving pro forma effect to
the Incurrence of the entire committed amount of such Indebtedness), the Consolidated Secured Leverage Ratio shall not exceed 4.0 to 1.0; 
 (t) Liens on assets of Foreign Subsidiaries that secure the Indebtedness of Foreign Subsidiaries; and 
 (u) Liens securing any Indebtedness (including any Refinancing Indebtedness) Incurred in connection with the Atlanta IRB Transaction. 
 “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization, government or any agency or
political subdivision thereof or any other entity. 
 “Place of Payment” means a city or any political subdivision thereof
in which any Paying Agent appointed pursuant to Article III is located. 
 “Predecessor Notes” of any particular Note
means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 306 in lieu of a mutilated,
lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note. 
  

 29 








 “Preferred Stock” as applied to the Equity Interests of any Person means Equity
Interests of any class or classes (however designated) that by its terms is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of
Equity Interests of any other class of such Person. 
 “Property” means any right or interest in or to property of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible, including Equity Interests. 
 “Purchase Money
Obligations” means any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets, and whether acquired through the direct acquisition of such property or
assets or the acquisition of the Equity Interests of any Person owning such property or assets, or otherwise. 
 “QIB” or
“Qualified Institutional Buyer” means a “qualified institutional buyer,” as that term is defined in Rule 144A. 
 “Qualified Proceeds” means assets that are used or useful in, or Equity Interest of any Person engage in, a Similar Business; provided that the fair market value of any such assets or Equity Interest shall be
determined by the Company in good faith. 
 “Receivable” means an account, chattel paper, instrument, payment intangible or
general intangible and any other right to receive payment pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay, in each case as determined in accordance with GAAP, and all security interests or liens
and rights in property subject thereto. 
 “Redemption Date,” when used with respect to any Note to be redeemed or
purchased, means the date fixed for such redemption or purchase by or pursuant to this Indenture and the Notes. 
 “refinance” means refinance, refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell or extend (including pursuant to any defeasance or discharge mechanism); and the terms
“refinances,” “refinanced” and “refinancing” as used for any purpose in this Indenture shall have a correlative meaning. 
 “Refinancing Indebtedness” means Indebtedness that is Incurred to refinance any Indebtedness existing on the Issue Date or Incurred in compliance with this Indenture (including Indebtedness of the
Company that refinances Indebtedness of any Restricted Subsidiary (to the extent permitted in this Indenture) and Indebtedness of any Restricted Subsidiary, that refinances Indebtedness of another Restricted Subsidiary), including Indebtedness that
refinances Refinancing Indebtedness; provided, that (1) if the Indebtedness being refinanced is Subordinated Obligations or Guarantor Subordinated Obligations, the Refinancing Indebtedness (a) constitutes Subordinated Obligations or
Guarantor Subordination Obligations, respectively, and (b) has a final Stated Maturity at the time such Refinancing Indebtedness is Incurred that is 

  

 30 








 
equal to or greater than the final Stated Maturity of the Indebtedness being refinanced (or if shorter, the Notes), (2) such Refinancing Indebtedness is
Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of (x) the aggregate principal amount (or if issued with original issue discount, the
aggregate accreted value) then outstanding of the Indebtedness being refinanced, plus (y) fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such Refinancing Indebtedness and (3) Refinancing
Indebtedness shall not include (x) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor that refinances Indebtedness of the Company or a Subsidiary Guarantor that could not have been initially Incurred by such Restricted
Subsidiary pursuant to Section 407 or (y) Indebtedness of the Company or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary. 
 “Registration Rights Agreement” means the Registration Rights Agreement, dated as of April 20, 2007, by and among the Issuer, the
Guarantors and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time. 
 “Regular Record Date” for the interest payable on any Interest Payment Date means the date specified for that purpose in Section 301. 
 “Regulation S” means Regulation S under the Securities Act. 
 “Regulation S Certificate” means a certificate substantially in the form attached hereto as Exhibit D. 
 “Regulation S-X” means Regulation S-X under the Securities Act. 
 “Related Business” means those businesses in which the Company or any of its Subsidiaries is engaged on the Issue Date, or that are
related, complementary, incidental or ancillary thereto or extensions, developments or expansions thereof. 
 “Related
Taxes” means any and all Taxes required to be paid by any Parent other than Taxes directly attributable to (i) the income of any entity other than any Parent, the Company or any of its Subsidiaries, (ii) owning stock or other
equity interests of any corporation or other entity other than any Parent, the Company or any of its Subsidiaries or (iii) withholding taxes on payments actually made by any Parent other than to another Parent, the Company or any of its
Subsidiaries. 
 “Representative Amount” means a principal amount of not less than U.S. $1,000,000 for a single transaction
in the relevant market at the relevant time. 
 “Resale Restriction Termination Date” means, with respect to any Note, the
date that is two years (or such other period as may hereafter be provided under Rule 144(k) under the Securities Act or any successor provision thereto as permitting the resale by non-affiliates of Restricted Securities without restriction) after
the later of the original issue date in respect of such Note and the last date on which the Company or any Affiliate of the Company was the owner of such Note (or any Predecessor Note thereto). 
  

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 “Responsible Officer” when used with respect to the Trustee means any trust officer or
assistant trust officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 
 “Restricted Payment
Transaction” means any Restricted Payment permitted pursuant to Section 409, any Permitted Payment, any Permitted Investment, or any transaction specifically excluded from the definition of the term “Restricted
Payment” (including pursuant to the exception contained in clause (i) and the parenthetical exclusions contained in clause (iii) of such definition). 
 “Restricted Security” has the meaning assigned to such term in Rule 144(a)(3) under the Securities Act; provided, however, that the Trustee shall be entitled to receive, at its request,
and conclusively rely on an Opinion of Counsel with respect to whether any Note constitutes a Restricted Security. 
 “Restricted
Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary. 
 “Rule 144A” means Rule
144A under the Securities Act. 
 “S&P” means Standard & Poor’s Ratings Group, a division of The
McGraw-Hill Companies, Inc., and its successors. 
 “SEC” means the Securities and Exchange Commission. 
 “Secured Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries secured by a Lien. 
 “Securities Act” means the Securities Act of 1933, as amended. 
 “Senior Credit Facility” or “Senior Credit Agreement” means the senior secured credit facilities entered into by KAR
Holdings, Inc., as borrower, with Bear Stearns Corporate Lending Inc., as administrative agent, UBS Securities LLC, as syndication agent, and the lenders party thereto from time to time, any Loan Documents (as defined therein), any notes and letters
of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages, letter of credit applications and other guarantees, pledge agreements, security agreements and collateral documents,
and other instruments and documents, executed and delivered pursuant to or in connection with any of the foregoing, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced,
restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original agent and lenders or other agents and lenders or otherwise, and whether provided under one or more credit
agreements, indentures (including this Indenture) or financing agreements or otherwise). Without limiting the generality of the foregoing, the term “Senior Credit Facility” shall include any agreement (i) changing the maturity
of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Company as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be
borrowed thereunder or (iv) otherwise altering the terms and conditions thereof. 
  

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 “Senior Subordinated Note Indenture” means that indenture, dated as of April 20,
2007, among the Company, the guarantors from time to time a party thereto and Wells Fargo Bank, National Association, as trustee, relating to the Senior Subordinated Notes. 
 “Senior Subordinated Notes” means $425.0 million in aggregate principal amount of 10% senior subordinated notes due 2015 issued by the
Company pursuant to the Senior Subordinated Note Indenture. 
 “Significant Subsidiary” means any Restricted Subsidiary that
would be a “significant subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC, as such Regulation is in effect on the Issue Date. 
 “Special Purpose Entity” means (x) any Special Purpose Subsidiary or (y) any other Person that is engaged in the business of
acquiring, selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code as in effect in any jurisdiction from time to time), other accounts and/or other receivables, and/or related assets.

 “Special Purpose Financing” means any financing or refinancing of assets consisting of or including Receivables of the
Company or any Restricted Subsidiary that have been transferred to a Special Purpose Entity in a Financing Disposition. 
 “Special
Purpose Financing Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary
in connection with, any Special Purpose Financing, but only to the extent that such amounts constitute Consolidated Interest Expense. 
 “Special Purpose Financing Undertakings” means representations, warranties, covenants, indemnities, guarantees of performance (but not of collection) and (subject to clause (y) of the proviso below) other agreements
and undertakings entered into or provided by the Company or any of its Restricted Subsidiaries that the Company determines in good faith (which determination shall be conclusive) are customary in connection with a Special Purpose Financing or a
Financing Disposition; provided that (x) it is understood that Special Purpose Financing Undertakings may consist of or include (i) reimbursement and other obligations of a Special Purpose Subsidiary (but not the Company or any of
its other Restricted Subsidiaries) in respect of notes, letters of credit, surety bonds and similar instruments provided for credit enhancement purposes or (ii) Hedging Obligations, or other obligations relating to Interest Rate Agreements,
Currency Agreements or Commodities Agreements entered into by any Special Purpose Subsidiary, in respect of any Special Purpose Financing or Financing Disposition, and (y) subject to the preceding clause (x), any such other agreements and
undertakings shall not include any Guarantee of Indebtedness of a Special Purpose Subsidiary by the Company or a Restricted Subsidiary that is not a Special Purpose Subsidiary. 
  

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 “Special Purpose Subsidiary” means a Subsidiary of the Company that (a) is engaged
solely in (x) the business of acquiring, selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code as in effect in any jurisdiction from time to time) and other accounts and receivables
(including any thereof constituting or evidenced by chattel paper, instruments or general intangibles), all proceeds thereof and all rights (contractual and other), collateral and other assets relating thereto and (y) any business or activities
incidental or related to such business, and (b) is (i) designated as a “Special Purpose Subsidiary” by the Board of Directors or (ii) Automotive Finance Corporation, any of its subsidiaries or any successor entity thereto.

 “Sponsor Agreements” means the Amended and Restated Limited Liability Company Agreement of KAR Holdings II, LLC, the
Shareholders Agreement of KAR Holdings, Inc., the Registration Rights Agreement of KAR Holdings, Inc., the Financial Advisory Agreements, the Contribution Agreement, the Conversion Agreements, in each case, described in the Offering Circular under
the heading “Certain Relationships and Related Transactions”, the KAR Holdings Stock Incentive Plan described in the Offering Circular under the heading “Management—Executive Compensation”, the Subscription Agreements dated
on or prior to the Issue Date among by and among KAR Holdings II, LLC and each of the equity investors party thereto and certain members of management and their respective permitted affiliates or designees, as applicable, in each case, that will be
making equity contributions to KAR Holdings II, LLC on or prior to the Issue Date and the Termination and Release Agreement dated as of the Issue Date by and among Axle Holdings II, LLC, Insurance Auto Auctions, Inc. and the other Persons party
thereto pertaining to the matters described in the Offering Circular under the heading “Certain Relationships and Related Transactions—IAAI Shareholders, Financial Advisory and Other Agreements to Be Terminated”, in each case, as in
effect on the Issue Date, and as the same may be amended, modified, supplemented or replaced from time to time so long as such amendment, modification, supplement or replacement is not materially more disadvantageous to the Holders than the original
Sponsor Agreements as in effect on the Issue Date. 
 “Special Record Date” for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 307. 
 “Stated Maturity” means, with respect to any security,
the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any contingency). 
 “Subordinated Obligations” means any
Indebtedness of the Company (whether outstanding on the Issue Date or thereafter Incurred) that is expressly subordinated in right of payment to the Notes pursuant to a written agreement. 
 “Subsidiary” of any Person means (x) any corporation, association, partnership or other business entity of which more than 50% of
the total voting power of shares of Equity Interests or other equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof


  

 34 








 
is at the time owned or controlled, directly or indirectly, by (i) such Person and/or (ii) one or more Subsidiaries of such Person or (y) any
partnership, where more than 50% of the general partners of such partnership are owned or controlled, directly or indirectly, by (i) such Person and/or (ii) one or more Subsidiaries of such Person. 
 “Subsidiary Guarantee” means any guarantee that may from time to time be entered into by a Restricted Subsidiary of the Company on or
after the Issue Date pursuant to Section 414. 
 “Subsidiary Guarantor” means any Restricted Subsidiary of the
Company that enters into a Subsidiary Guarantee. 
 “Successor Company” shall have the meaning assigned thereto in clause
(i) under Section 501. 
 “Taxes” means any taxes, charges or assessments, including but not limited to
income, sales, use, transfer, rental, ad valorem, value-added, stamp, property consumption, franchise, license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar tax, charges or assessments. 
 “Tax Sharing Agreement” means any tax sharing, indemnity or similar agreement of which any Parent or any of its subsidiaries is or will
be a party as in effect on the Issue Date, and as the same may be amended, modified, supplemented or replaced from time to time so long as such amendment, modification, supplement or replacement is not materially more disadvantageous to the Holders
than the original Tax Sharing Agreement as in effect on the Issue Date. 
 “Temporary Cash Investments” means any of the
following: (i) any investment in (x) direct obligations of the United States of America, a member state of The European Union or any country in whose currency funds are being held pending their application in the making of an investment or
capital expenditure by the Company or a Restricted Subsidiary in that country or with such funds, or any agency or instrumentality of any thereof or obligations Guaranteed by the United States of America or a member state of The European Union or
any country in whose currency funds are being held pending their application in the making of an investment or capital expenditure by the Company or a Restricted Subsidiary in that country or with such funds, or any agency or instrumentality of any
of the foregoing, or obligations guaranteed by any of the foregoing or (y) direct obligations of any foreign country recognized by the United States of America rated at least “A” by S&P or “A-1” by Moody’s (or, in
either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization), (ii) overnight bank deposits, and
investments in time deposit accounts, certificates of deposit, bankers’ acceptances and money market deposits (or, with respect to foreign banks, similar instruments) maturing not more than one year after the date of acquisition thereof issued
by (x) any bank or other institutional lender under a Credit Facility or any affiliate thereof or (y) a bank or trust company that is organized under the laws of the United States of America, any state thereof or any foreign country
recognized by the United States of America having capital and surplus aggregating in excess of $250.0 million (or the foreign currency equivalent thereof) and whose long term debt is rated at 

  

 35 








 
least “A” by S&P or “A-1” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of
S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization) at the time such Investment is made, (iii) repurchase obligations with a term of not more than 30 days for underlying
securities of the types described in clause (i) or (ii) above entered into with a bank meeting the qualifications described in clause (ii) above, (iv) Investments in commercial paper, maturing not more than 270 days after the
date of acquisition, issued by a Person (other than that of the Company or any of its Affiliates), with a rating at the time as of which any Investment therein is made of “P-2” (or higher) according to Moody’s or “A-2” (or
higher) according to S&P (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization),
(v) Investments in securities maturing not more than one year after the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority
thereof, and rated at least “A” by S&P or “A” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by
any nationally recognized rating organization), (vi) investment funds investing 95% of their assets in securities of the type described in clauses (i)-(v) above (which funds may also hold reasonable amounts of cash pending investment
and/or distribution), (vii) any money market deposit accounts issued or offered by a domestic commercial bank or a commercial bank organized and located in a country recognized by the United States of America, in each case, having capital and
surplus in excess of $250.0 million (or the foreign currency equivalent thereof), or investments in money market funds subject to the risk limiting conditions of Rule 2a-7 (or any successor rule) of the SEC under the Investment Company Act of 1940,
as amended, and (viii) similar investments approved by the Board of Directors in the ordinary course of business. 
 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-7bbbb) as in effect on the Issue Date. 
 “Total Assets” means, as of any date of determination, the consolidated total assets of the Company and its Restricted Subsidiaries in accordance with GAAP, as reflected on the consolidated balance sheet of the Company and
its Restricted Subsidiaries as at the end of the most recently ended four fiscal quarters of the Company for which a calculation thereof is available. 
 “Trade Payables” means, with respect to any Person, any accounts payable or any indebtedness or monetary obligation to trade creditors created, assumed or guaranteed by such Person arising in the
ordinary course of business in connection with the acquisition of goods or services. 
 “Transaction Documents” means the
Sponsor Agreements, the agreements relating to the Transactions (including, without limitation, the Acquisition Documentation), the financing thereof, or the services provided or to be provided in connection therewith (including pursuant to the
Sponsor Agreements), and the various ancillary documents, commitment letters and agreements relating thereto. 
  

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 “Transaction Costs” means the fees, costs and expenses (including all expenses related
to management bonuses, severance payments or other employee related costs and expenses) payable by the Company or any of its Restricted Subsidiaries in connection with the transactions contemplated by the Transaction Documents, the Credit Agreement,
this Indenture, the Floating Rate Senior Note Indenture, the Senior Subordinated Note Indenture and any related agreements. 
 “Transactions” means the acquisition by the Company of ADESA, Inc. and Insurance Auto Auctions, Inc. and the related financings closing on or about the date thereof as described in this offering circular. 
 “Trustee” means the party named as such in the first paragraph of this Indenture until a successor replaces it and, thereafter, means
the successor. 
 “Unrestricted Subsidiary” means (i) any Subsidiary of the Company that at the time of determination
is an Unrestricted Subsidiary, as designated by the Board of Directors in the manner provided below, (ii) any Special Purpose Subsidiary that is designated by the Board of Directors in the manner provided below and (iii) any Subsidiary of
an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary unless such Subsidiary or any of its
Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Company or any other Restricted Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided,
that (1) such newly designated Subsidiary (a) has no Indebtedness other than Non-Recourse Debt, (b) except as permitted by the covenant described under Section 412, is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be
obtained at the time from Persons who are not Affiliates of the Company, (c) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional
Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results and (d) has not guaranteed or otherwise directly or indirectly provided
credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries and (2) (A) such designation was made at or prior to the Issue Date, or (B) the Subsidiary to be so designated has total consolidated assets of
$1,000 at the time of designation or less or (C) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 409. The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided, that immediately after giving effect to such designation (x) the Company could Incur at least $1.00 of additional Indebtedness under Section 407(a) or (y) the
Consolidated Coverage Ratio would be greater than it was immediately prior to giving effect to such designation or (z) such Subsidiary shall be a Special Purpose Subsidiary with no Indebtedness outstanding other than Indebtedness that can be
Incurred (and upon such designation shall be deemed to be Incurred and outstanding) pursuant to Section 407(b). Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy
of the resolution of the Company’s Board of Directors giving effect to such designation and an Officer’s Certificate of the Company certifying that such designation complied with the foregoing provisions. 
  

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 “U.S. Government Obligation” means (x) any security that is (i) a direct
obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case under the preceding clause (i) or (ii), is not callable or redeemable
at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation that is specified in clause
(x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation that is so specified and held, provided that
(except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the
specific payment of principal or interest evidenced by such depositary receipt. 
 “Voting Stock” of an entity means all
classes of Equity Interests of such entity then outstanding and normally entitled to vote in the election of directors or all interests in such entity with the ability to control the management or actions of such entity. 
 Section 102. Other Definitions. 
  

			
	 Term
	  	Defined
in Section
	 “Global Notes”
	  	201
	 “Act”
	  	108
	 “Affiliate Transaction”
	  	412
	 “Agent Members”
	  	312
	 “Amendment”
	  	410
	 “Applicable Premium”
	  	1001
	 “Authentication Order”
	  	303
	 “Bankruptcy Law”
	  	601
	 “Certificate of Beneficial Ownership”
	  	313
	 “Change of Control Offer”
	  	415
	 “Covenant Defeasance”
	  	1203
	 “Custodian”
	  	601
	 “Defaulted Interest”
	  	307
	 “Defeasance”
	  	1202
	 “Defeased Notes”
	  	1201
	 “Distribution Compliance Period”
	  	201
	 “Event of Default”
	  	601
	 “Excess Proceeds”
	  	411
	 “Expiration Date”
	  	108

  

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	 Term
	  	Defined
in Section
	 “Global Notes”
	  	201
	 “Initial Agreement”
	  	410
	 “Initial Lien”
	  	413
	 “Note Register” and “Note Registrar”
	  	305
	 “Notice of Default”
	  	601
	 “Offer”
	  	411
	 “Permanent Regulation S Global Note”
	  	201
	 “Permitted Payment”
	  	409
	 “Physical Notes”
	  	201
	 “Private Placement Legend”
	  	203
	 “Redemption Amount”
	  	1001
	 “Redemption Price”
	  	1001
	 “Refinancing Agreement”
	  	410
	 “Regular Record Date”
	  	301
	 “Regulation S Global Note”
	  	201
	 “Regulation S Note Exchange Date”
	  	313
	 “Regulation S Physical Notes”
	  	201
	 “Restricted Payment”
	  	409
	 “Rule 144A Global Note”
	  	201
	 “Rule 144A Physical Notes”
	  	201
	 “Subsidiary Guaranteed Obligations”
	  	1301
	 “Successor Company”
	  	501
	 “Temporary Regulation S Global Note”
	  	201
	 “Treasury Rate”
	  	1001

 Section 103. Rules of Construction. For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires: 
 (1) the terms defined in this Indenture have the meanings
assigned to them in this Indenture; 
 (2) “or” is not exclusive; 
 (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; 
 (4) the words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; 
 (5) all references to
“$” or “dollars” shall refer to the lawful currency of the United States of America; 
  

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 (6) all references to “€” shall refer to the lawful currency of the
member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Communities; 
 (7) the words “include,” “included” and “including,” as used herein, shall be deemed in each case to be followed by the phrase “without limitation,”
if not expressly followed by such phrase or the phrase “but not limited to”; 
 (8) words in the singular
include the plural, and words in the plural include the singular; 
 (9) references to sections of, or rules under, the
Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time; and 
 (10) any reference to a Section, Article or clause refers to such Section, Article or clause of this Indenture. 
 Section 104. Incorporation by Reference of TIA. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. This Indenture is subject to the mandatory
provisions of the TIA, which are incorporated by reference in and made a part of this Indenture. Any terms incorporated by reference in this Indenture that are defined by the TIA, defined by any TIA reference to another statute or defined by SEC
rule under the TIA, have the meanings so assigned to them therein. The following TIA terms have the following meanings: 
 “indenture securities” means the Notes. 
 “indenture security holder” means a
Noteholder. 
 “indenture to be qualified” means this Indenture. 
 “indenture trustee” or “institutional trustee” means the Trustee. 
 “obligor” on the indenture securities means the Issuer, any Guarantor, and any successor or other Person that is liable
thereon. 
 Section 105. Conflict with TIA. If any provision hereof limits, qualifies or conflicts with a provision of the TIA that is
required under the TIA to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provision shall be
deemed (i) to apply to this Indenture as so modified or (ii) to be excluded, as the case may be. 
 Section 106. Compliance
Certificates and Opinions. Upon any application or request by the Issuer or by any other obligor upon the Notes (including any Guarantor) to the Trustee to take any action under any provision of this Indenture, the Issuer or such other obligor
(including any Guarantor), as the case may be, shall furnish to the Trustee such certificates and opinions as may be required under the TIA or as otherwise reasonably requested by the Trustee. 

  

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Each such certificate or opinion shall be given in the form of one or more Officer’s Certificates, if to be given by an Officer, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of the TIA and any other requirements set forth in this Indenture or as otherwise reasonably requested by the Trustee. Notwithstanding the foregoing, in the case of any such
request or application as to which the furnishing of any Officer’s Certificate or Opinion of Counsel is specifically required by any provision of this Indenture relating to such particular request or application, no additional certificate or
opinion need be furnished. 
 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this
Indenture (except for certificates provided for in Section 406) shall include: 
 (1) a statement that the
individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (3) a statement that, in the opinion of such individual, he or she made such examination or investigation as is necessary to enable him or
her to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
 (4) a
statement as to whether, in the opinion of such individual, such condition or covenant has been complied with. 
 Section 107. Form of
Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only
one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents. 
 Any certificate or opinion of an Officer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer or Officers to the effect that the information with respect to such
factual matters is in the possession of the Issuer, unless such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous. 
 Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
 Section 108. Acts of Noteholders;
Record Dates. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be 

  

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given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by
agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Issuer, as
the case may be. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 701) conclusive in favor of the Trustee, the Issuer and any other obligor upon the Notes, if made in
the manner provided in this Section 108. 
 (b) The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership or other legal entity other than an individual, on behalf of such corporation or partnership or entity, such certificate
or affidavit shall also constitute sufficient proof of such Person’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner that
the Trustee deems sufficient. 
 (c) The ownership of Notes shall be proved by the Note Register. 
 (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind the Holder of every Note
issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, suffered or omitted to be done by the Trustee, the Issuer or any other obligor upon the Notes in reliance thereon, whether or not notation of
such action is made upon such Note. 
 (e) (i) The Issuer may set any day as a record date for the purpose of determining the Holders of
Outstanding Notes entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Notes, provided that the
Issuer may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Notes on such record date (or their duly designated proxies), and no other Holders, shall be entitled to take the relevant action, whether or not such Persons remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Notes on such record date. Nothing in this paragraph shall be
construed to prevent the Issuer from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Notes on the date such action is taken. Promptly after any record
date is set pursuant to this paragraph, the Issuer, at their expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Notes in the
manner set forth in Section 110. 
  

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 (ii) The Trustee may set any day as a record date for the purpose of determining the
Holders of Outstanding Notes entitled to join in the giving or making of (A) any Notice of Default, (B) any declaration of acceleration referred to in Section 602, (C) any request to institute proceedings referred to in
Section 607(ii) or (D) any direction referred to in Section 612, in each case with respect to Notes. If any record date is set pursuant to this paragraph, the Holders of Outstanding Notes on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior
to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Notes on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of Outstanding Notes on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Issuer’s expense, shall cause
notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Issuer in writing and to each Holder of Notes in the manner set forth in Section 110. 
 (iii) With respect to any record date set pursuant to this Section 108, the party hereto that sets such record dates may
designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is
given to the Issuer or the Trustee, whichever such party is not setting a record date pursuant to this Section 108(e) in writing, and to each Holder of Notes in the manner set forth in Section 110, on or prior to the existing
Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto that set such record date shall be deemed to have initially designated the 180th day after such record date as
the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

 (iv) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular
Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. 
 (v) Without limiting the generality of the foregoing, a Holder, including the Depositary, that is the Holder of a Global Note, may make,
give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, 

  

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direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders or the Depositary, as the Holder of a
Global Note, may provide its proxy or proxies to the beneficial owners of interest in any such Global Note through such depositary’s standing instructions and customary practices. 
 (vi) The Issuer may fix a record date for the purpose of determining the persons who are beneficial owners of interests in any Global Note
held by the Depositary entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this
Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such persons, shall be entitled to make, give or take such request, demand,
authorization direction, notice consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or
effective if made, given or taken more than 90 days after such record date. 
 Section 109. Notices, etc., to Trustee and Company. Any
request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, 
 (1) the Trustee by any Holder or by the Company or by any other obligor upon the Notes shall be sufficient for every purpose hereunder if
made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or at any other address furnished in writing to the Company by the Trustee, or 
 (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder if in writing and mailed, first-class
postage prepaid, to the Company at KAR Holdings, Inc., 13085 Hamilton Crossing Boulevard, Carmel, Indiana, 46032, or at any other address previously furnished in writing to the Trustee by the Company. 
 (3) The Company or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or
communications. 
 Section 110. Notices to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or by overnight air courier guaranteeing next day delivery, to each Holder affected by such event, at such
Holder’s address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. 
 Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 
  

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 In case, by reason of the suspension of regular mail service, or by reason of any other cause, it shall
be impossible to mail notice of any event as required by any provision of this Indenture, then such notification as shall be made with the approval of the Trustee (such approval not to be unreasonably withheld) shall constitute a sufficient
notification for every purpose hereunder. 
 Section 111. Effect of Headings and Table of Contents. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 
 Section 112. Successors and
Assigns. All covenants and agreements in this Indenture by the Issuer shall bind its respective successors and assigns, whether so expressed or not. All agreements of the Trustee in this Indenture shall bind its successors. 
 Section 113. Separability Clause. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 114.
Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any Paying Agent and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Indenture. 
 Section 115. GOVERNING LAW. THIS INDENTURE AND THE NOTES 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 INDENTURE, THE NOTES OR THE GUARANTEES. 
 Section 116. Legal Holidays. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business
Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Notes) payment of interest or principal and premium (if any) need not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, and no interest shall accrue on such payment for the intervening period.

 Section 117. No Personal Liability of Directors, Officers, Employees, Incorporators, Equity Holders, Members and Stockholders. No
director, officer, employee, incorporator, equity holder, member or stockholder of the Company, any Guarantor or any Subsidiary of any thereof shall have any liability for any obligation of the Company or any 

  

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Guarantor under this Indenture, the Notes or any Guarantee, or for any claim based on, in respect of, or by reason of, any such obligation or its creation.
Each Noteholder, by accepting the Notes, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 
 Section 118. Exhibits and Schedules. All exhibits and schedules attached hereto are by this reference made a part hereof with the same effect as if herein set forth in full. 
 Section 119. Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument. 
 ARTICLE II 
 NOTE FORMS 
 Section 201. Forms Generally. The Initial Notes and Initial
Additional Notes that are not Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article II and Exhibit A, annexed hereto. The
Exchange Notes and any Additional Notes that are not Initial Additional Notes, or that are issued in a registered offering pursuant to the Securities Act, and the Trustee’s certificate of authentication relating thereto shall be in
substantially the forms set forth, or referenced, in this Article II and Exhibit B, annexed hereto. Each of Exhibits A, and B is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such
appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are required or permitted by law, stock exchange rule or depositary rule or usage, agreements to which the Company is
subject, if any, or other customary usage, or as may consistently herewith be determined by the Officers of the Company executing such Notes, as evidenced by such execution (provided always that any such notation, legend, endorsement, identification
or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibits A, and B are part of the terms of this Indenture. Any portion of the text of
any Note may be set forth on the reverse thereof or attached thereto, with an appropriate reference thereto on the face of the Note. 
 Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A shall, unless the Issuers otherwise notify the Trustee in writing, be issued in the form of one or more permanent global Notes in substantially the
form set forth in Exhibit A hereto, except as otherwise permitted herein. Such Global Notes shall be referred to collectively herein as the “Rule 144A Global Note.” The Rule 144A Global Note shall be deposited with the
Trustee, as custodian for the Depositary or its nominee, in each case for credit to an account of an Agent Member, and shall be duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of
a Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee as hereinafter provided. 
 Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless the Issuers 

  

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otherwise notify the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A
hereto, except as otherwise permitted herein. Such Global Notes shall be referred to collectively herein as the “Temporary Regulation S Global Note.” The Temporary Regulation S Global Note shall be deposited with the Trustee, as
custodian for the Depositary or its nominee for the accounts of designated Agent Members holding on behalf of Euroclear or Clearstream, and shall be duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The aggregate
principal amount of a Regulation S Global Note may from time to time be increased or increased by adjustments made on the records of the Trustee as hereinafter provided. 
 Following the expiration of the distribution compliance period set forth in Regulation S (the “Distribution Compliance Period”) with respect to any Temporary Regulation S Global Note, beneficial
interests in such Temporary Regulation S Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in substantially the form set forth in Exhibit A hereto,
except as otherwise permitted herein. Such Global Notes shall be referred to collectively herein as the “Permanent Regulation S Global Note.” The Permanent Regulation S Global Note shall be deposited with the Trustee, as custodian
for the Depositary or its nominee for credit to the account of an Agent Member, and shall be duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of a Permanent Regulation S
Global Note, the Trustee shall cancel the related Temporary Regulation S Global Note. 
 Subject to the limitations on the issuance of
certificated Notes set forth in Sections 312 and 313, Initial Notes and any Initial Additional Notes issued pursuant to Section 305 in exchange for or upon transfer of beneficial interests (x) in a Rule 144A Global
Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A hereto (the “Rule 144A Physical Notes”) or (y) in a Regulation S Global Note (if any), on or after the Regulation
S Note Exchange Date with respect to such Regulation S Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A hereto (the “Regulation S Physical Notes”),
respectively, as hereinafter provided. 
 The Rule 144A Physical Notes and Regulation S Physical Notes shall be construed to include any
certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the Rule 144A Global Notes and Regulation S Global Notes shall be construed to include any global Notes issued in respect
thereof pursuant to Section 304, 305, 306 or 1008. The Rule 144A Physical Notes and the Regulation S Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are
sometimes collectively herein referred to as the “Physical Notes.” The Rule 144A Global Notes and the Regulation S Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are
sometimes collectively referred to as the “Global Notes.” 
 Exchange
Notes shall be issued substantially in the form set forth in Exhibit B hereto and, subject to Section 312(b), shall be in the form of one or more Global Notes. Notes issued in the form of a Global Note are sometimes collectively
referred to as “8 3/4% Global Notes.” 
  

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 Section 202. Form of Trustee’s Certificate of Authentication. The Notes will have endorsed
thereon a Trustee’s certificate of authentication in substantially the following form: 
 This is one of the Notes referred to in the
within-mentioned Indenture. 
  

			
	  

	as Trustee
		
	By:	 	  

		 	Authorized officer


 Dated: 
  

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 If an appointment of an Authenticating Agent is made pursuant to Section 714, the Notes may
have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an alternative certificate of authentication in substantially the following form: 
 This is one of the Notes referred to in the within-mentioned Indenture. 
  

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION
 As
Trustee

		
	By:	 	  

		 	As Authenticating Agent
		
	By:	 	  

		 	Authorized officer


 Dated: 
 Section 203. Restrictive and Global Note Legends. Each Global Note and Physical Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the following legend set forth below (the “Private Placement
Legend”) on the face thereof until the Private Placement Legend is removed or not required in accordance with Section 313(4): 
 THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE),
(4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IN A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR SALE IN
CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER OR SALE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WILL ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. 

In the case of Notes sold pursuant to Regulation S: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR 

  

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IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE
SECURITIES ACT. 
 Each Global Note, whether or not an Initial Note, shall also bear the following legend on the face thereof: 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 312 AND 313 OF THE
INDENTURE (AS DEFINED HEREIN). 
 Each Temporary Regulation S Global Note shall also bear the following legend on the face thereof:

 EXCEPT AS SPECIFIED IN THE INDENTURE, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE
FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE 40 DAY DISTRIBUTION
COMPLIANCE PERIOD (WITHIN THE MEANING OF RULE 903(b)(3) OF REGULATION S UNDER THE SECURITIES ACT). DURING SUCH 40 DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED
OR TRANSFERRED THROUGH EUROCLEAR BANK S.A./N.A., AS OPERATOR OF THE EUROCLEAR SYSTEM, OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME. 
  

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 ARTICLE III 
 THE NOTES 
 Section 301. Title and Terms. The aggregate principal amount of Notes that may be
authenticated and delivered and Outstanding under this Indenture will be unlimited. The Initial Notes will be issued in an aggregate principal amount of $450.0 million. Additional Notes (including any Exchange Notes issued in exchange therefor) will
vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. 
 The Notes shall be known and designated as the “8 3/4% Senior Notes due 2014” of the Issuer. The Notes will mature on May 1, 2014. Each Note will bear
interest at a rate per annum equal to 8 3/4%. 
 Interest on the Notes will be payable semiannually in cash to Holders of record at the close of business on April 15 and October 15 (each, a
“Regular Record Date”) immediately preceding the interest payment date, on May 1 and November 1 of each year, commencing November 1, 2007. Interest on the Notes shall be computed on the basis of a 360-day year consisting of
twelve 30-day months. 
 Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly
provided for or, if no interest has been paid, from April 20, 2007; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which
interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional
Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the
Note received in exchange thereof will accrue from the date of such Interest Payment Date. 
 Section 302. Denominations. The Notes
shall be issuable only in fully registered form, without coupons, and only in minimum denominations of $2,000 or, if greater at the Issue Date, the dollar equivalent of €1,000 rounded up to the nearest $1,000 and any integral multiple of $1,000
in excess thereof. 
 Section 303. Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the
Issuer by one Officer the Issuer. The signature of any such Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time an Officer of the Issuer shall bind the Issuer,
notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. 
 At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee
for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate 

  

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principal amount not to exceed $450.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal
amounts specified by the Issuer and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in each case specified in clauses (i) through (iii) above, upon
a written order of the Issuer in the form of an Officer’s Certificate of the Issuer (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the
Notes are to be authenticated, the “CUSIP”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to
be issued as one or more Global Notes or Physical Notes and such other information as the Issuer may include or the Trustee may reasonably request. 
 All Notes shall be dated the date of their authentication. 
 No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 
 Section 304. Temporary Notes.
Until definitive Notes are ready for delivery, the Issuer may prepare and upon receipt of an Authentication Order the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have
variations that the Issuer consider appropriate for temporary Notes. If temporary Notes are issued, the Issuer will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes
shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer in a Place of Payment, without charge to the Holder. Upon surrender for cancellation of anyone or more temporary Notes the Issuer
shall execute and upon receipt of an Authentication Order the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations. Until so exchanged the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as definitive Notes of the same series and tenor. 
 Section 305. Registrar
and Paying Agent. The Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Issuer in a Place of Payment being herein sometimes
collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and of transfers of Notes. The Issuer may have one or more
co-registrars. The term “Note Registrar” includes any co-registrars. 
 The Issuer shall also maintain an office or agent
within the United States where Notes may be presented for payment (the “Paying Agent”); provided, however, that at the option of the Issuer payment of interest on a Note may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Note Register. The Issuer may have one or more additional paying agents, and the term “Paying Agent” includes any such additional Paying Agent. 
  

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 The Issuer initially appoint the Trustee as “Note Registrar” and “Paying Agent” in
connection with the Notes, until such time as such entity has resigned or a successor has been appointed. The Issuer may change the Paying Agent or Note Registrar for any series of Notes without prior notice to the Holders of Notes. The Issuer may
enter into an appropriate agency agreement with any Note Registrar or Paying Agent not a party to this Indenture. Any such agency agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the
Trustee in writing of the name and address of any such agent. If the Issuer fail to appoint or maintain a Note Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to
Section 707. The Company or any wholly-owned Domestic Subsidiary of the Company may act as Paying Agent, Note Registrar or transfer agent. 
 Upon surrender for transfer of any Note at the office or agency of the Issuer in a Place of Payment, in compliance with all applicable requirements of this Indenture and applicable law, the Issuer shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same series, of any authorized denominations and of a like aggregate principal amount. 
 At the option of the Holder, Notes may be exchanged for other Notes of the same series, of any authorized denominations and of a like tenor and aggregate
principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making
the exchange is entitled to receive. 
 All Notes issued upon any transfer or exchange of Notes shall be the valid obligations of the Issuer,
evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. 
 Every Note presented or surrendered for transfer or exchange shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Note
Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing. 
 No service charge shall be made
for any registration, transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection therewith. 
 The Issuer shall not be required (i) to issue, transfer or exchange any Note during a period beginning at the opening of business 15 Business Days
before the day of the mailing of a notice of redemption (or purchase) of Notes selected for redemption (or purchase) under Section 1004 and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange
any Note so selected for redemption (or purchase) in whole or in part. 
 Section 306. Mutilated, Destroyed, Lost and Stolen Notes. If
a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, 

  

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destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the
Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer
prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8303 of the Uniform Commercial Code (a “protected
purchaser”) and (c) satisfies any other requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Issuer, the Trustee, a
Paying Agent and the Note Registrar from any loss that any of them may suffer if a Note is replaced. 
 In case any such mutilated,
destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in their discretion may, instead of issuing a new Note, pay such Note. 
 Upon the issuance of any new Note under this Section 306, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee) connected therewith. 
 Every new Note issued pursuant to this
Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. 
 The
provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. 
 Section 307. Payment of Interest Rights Preserved. Interest on any Note that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest specified in Section 301. 
 Any interest on any Note that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest shall be paid by the Issuer, at their election, as provided in
clause (1) or clause (2) below: 
 (1) The Issuer may elect to make payment of any Defaulted Interest to the Persons
in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the
Trustee and Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on 

  

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each Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee or Paying Agent an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements reasonably satisfactory to the Trustee or Paying Agent for such deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this clause (1). Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor
less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee and the Paying Agent of the notice of the proposed payment. The Trustee shall promptly notify the Issuer of such Special Record
Date and, in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each Holder at such Holder’s
address as it appears in the Note Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall
be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered on such Special Record Date and shall no longer be payable pursuant to the following clause (2). 
 (2) The Issuer may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee and the Paying Agent of the proposed payment pursuant to this clause (2), such
payment shall be deemed practicable by the Trustee. 
 Subject to the foregoing provisions of this Section 307, each Note
delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Note of the same series shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Note of such series. 

Section 308. Persons Deemed Owners. The Issuer, any Guarantor, the Trustee, the Paying Agent and any agent of any of them may treat the Person
in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of principal of (and premium, if any), and (subject to Section 307) interest on, such Note and for all other purposes whatsoever, whether
or not such Note be overdue, and neither the Issuer, any Guarantor, the Trustee, the Paying Agent nor any agent of any of them shall be affected by notice to the contrary. 
 Section 309. Cancellation. All Notes surrendered for payment, redemption, transfer, exchange or conversion shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and, if not already cancelled, shall be promptly cancelled by it. The Issuer may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder that
any of them may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Notes held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures (subject to the record retention requirements of the Exchange Act). 
  

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 Section 310. Computation of Interest. Interest on the Notes shall be computed as set forth in the
Notes. 
 Section 311. CUSIP Numbers, Etc. The Issuer in issuing the Notes may use “CUSIP” numbers and “Common
Code” numbers (if then generally in use), and if so, the Trustee may use the CUSIP numbers and “Common Code” numbers in notices of redemption or exchange as a convenience to Holders; provided, however, that any such
notice may state that no representation is made as to the correctness or accuracy of such numbers printed in the notice or on the Notes; that reliance may be placed only on the other identification numbers printed on the Notes; and that any
redemption shall not be affected by any defect in or omission of such numbers. 
 Section 312. Book-Entry Provisions for Global Notes.
(a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Note or the nominee of such Depositary, in each case for credit to the account of an Agent Members, and (ii) be delivered to the
Trustee as custodian for such Depositary. Neither the Issuer, the Trustee nor any of their agents shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a
Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 
 Members of, or
participants in, the Depositary, Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or its custodian, or under such Global
Notes. The Depositary may be treated by the Issuer, any other obligor upon the Notes, the Trustee and any agent of any of them as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Issuer, any other obligor upon the Notes, the Trustee or any agent of any of them from giving effect to any written certification, proxy or other authorization furnished by the Depositary, or impair, as between the Depositary, Euroclear
or Clearstream, as the case may be, and their respective Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note. The registered Holder of a Global Note may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. 
 (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but, subject to the immediately succeeding sentence, not in
part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may not be transferred or exchanged for Physical Notes unless (i) the Issuer has consented thereto in writing, or such
transfer or exchange is made pursuant to the next sentence, and (ii) such transfer or exchange is in accordance with the applicable rules and procedures of the Depositary, Euroclear or Clearstream, as the case may be, and the provisions of
Sections 305 and 313. Subject to the limitation on issuance of Physical Notes set forth in Section 313(3), Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the
relevant Global Note, if (i) the Depositary notifies the Issuer at any time that it is unwilling or 

  

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unable to continue as Depositary for the Global Notes and a successor depositary is not appointed within 120 days; (ii) the Depositary ceases to be
registered as a “Clearing Agency” under the Securities Exchange Act of 1934 and a successor depositary is not appointed within 120 days; (iii) the Issuer, at its option, notifies the Trustee that it elects to cause the issuance of
Physical Notes; or (iv) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the Depositary to issue Physical Notes. 
 (c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners for Physical Notes
pursuant to Section 312(b), the Note Registrar shall record on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred,
and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and principal amount of authorized denominations. 
 (d) In connection with a transfer of an entire Global Note to beneficial owners pursuant to Section 312(b), the applicable Global Note shall be deemed to be surrendered to the Trustee for cancellation, and
the Issuer shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary, Euroclear or Clearstream, as the case may be, in exchange for its beneficial interest in the applicable Global Note, an
equal aggregate principal amount at maturity of Rule 144A Physical Notes (in the case of any Rule 144A Global Note), Regulation S Physical Notes (in the case of any Regulation S Global Note) or Registered Physical Notes (in the case of any
Registered Global Note), as the case may be, of authorized denominations. 
 (e) The transfer and exchange of a Global Note or beneficial
interests therein shall be effected through the Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth in Section 313) and the procedures therefor of the Depositary, Euroclear or
Clearstream, as the case may be. Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in a different Global Note will, upon transfer, cease to be an interest in such Global
Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such
an interest. A transferor of a beneficial interest in a Global Note shall deliver to the Note Registrar a written order given in accordance with the procedures of the Depositary or of Euroclear or Clearstream, as applicable, containing information
regarding the participant account of the Depositary to be credited with a beneficial interest in the relevant Global Note. Subject to Section 313, the Note Registrar shall, in accordance with such instructions, instruct the Depositary or
Euroclear or Clearstream, as applicable, to credit to the account of the Person specified in such instructions a beneficial interest in such Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global
Note being transferred. 
 (f) Any Physical Note delivered in exchange for an interest in a Global Note pursuant to
Section 312(b) shall, unless such exchange is made on or after the Resale Restriction Termination Date applicable to such Note and except as otherwise provided in Section 203 and Section 313, bear the Private
Placement Legend. 
  

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 (g) Notwithstanding the foregoing, through the Restricted Period, a beneficial interest in a Regulation S
Global Note may be held only through Euroclear or Clearstream, or designated Agent Members holding on behalf of Euroclear or Clearstream, unless delivery is made in accordance with the applicable provisions of Section 313. 
 (h) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests
through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. 
 Section 313. Special
Transfer Provisions Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register
such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, 
 (a) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Note or (y) the proposed transferor has delivered to the Note Registrar and the Issuer and the Trustee a Regulation S
Certificate and, unless otherwise agreed by the Issuer and the Trustee, an opinion of counsel, certifications and other information satisfactory to the Issuer and the Trustee, and 
 (b) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global Note, upon receipt by the
Note Registrar and the Issuer and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (a) above and (y) written instructions given in accordance with the procedures of the Note
Registrar and of the Depositary; 
 whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not
involve a transfer of any Outstanding Physical Note) a decrease in the principal amount of the relevant Global Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Note to be transferred, and
(ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global Note, the Note Registrar shall reflect on its books and records the date and an increase in
the principal amount of such Regulation S Global Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Issuer shall execute and the Trustee shall authenticate and deliver one or
more Physical Notes of like tenor and amount. 
 (2) Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of
this Indenture (including Section 305) and, 
 (a) if such transfer is being made by a proposed transferor who has
checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Issuer and the Trustee in writing, that the sale has been made in 

  

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compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise
certified to Note Registrar and the Issuer and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within
the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as it has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and 
 (b) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be
evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in
accordance with the procedures of the Note Registrar and of the Depositary, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the
principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the
principal amount of such transferor Global Note, as the case may be. 
 (3) Limitation on Issuance of Physical Notes.
No Physical Note shall be exchanged for a beneficial interest in any Global Note, except in accordance with Section 312 and this Section 313. 
 A beneficial owner of an interest a Temporary Regulation S Global Note (and, in the case of any Additional Notes for which no Temporary Regulation S Global Note is issued, any Regulation S Global Note) shall not be
permitted to exchange such interest for a Physical Note or (in the case of such interest in a Temporary Regulation S Global Note) an interest in a Permanent Regulation S Global Note until a date, which must be after Distribution Compliance Date, on
which the Issuer receive a certificate of beneficial ownership substantially in the form of Exhibit C from such beneficial owner (a “Certificate of Beneficial Ownership”). Such date, as it relates to a Regulation S Global
Note, is herein referred to as the “Regulation S Note Exchange Date.” 
 (4) Private Placement Legend.
Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Note Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the
Private Placement Legend, the Note Registrar shall deliver only Notes that bear the Private Placement Legend unless (i) the requested transfer is after the relevant Resale Restriction Termination Date with respect to such Notes, (ii) upon
written request of the Issuer after there is delivered to the Note Registrar an opinion of counsel (which opinion and counsel are satisfactory to the Issuer and the Trustee) to the effect that neither such legend nor the related restrictions on
transfer are required in order to maintain compliance with the provisions of the Securities Act, (iii)

  

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with respect to a Regulation S Global Note (on or after the Regulation S Note Exchange Date with respect to such Regulation S Global Note) or Regulation S
Physical Note, in each case with the agreement of the Issuer, or (iv) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act. 
 (5) Other Transfers. The Note Registrar shall effect and register, upon receipt of a written request from the Issuer to do so, a
transfer not otherwise permitted by this Section 313, such registration to be done in accordance with the otherwise applicable provisions of this Section 313, upon the furnishing by the proposed transferor or transferee of a
written opinion of counsel (which opinion and counsel are satisfactory to the Issuer and the Trustee) to the effect that, and such other certifications or information as the Issuer or the Trustee may require (including, in the case of a transfer to
an Accredited Investor (as defined in Rule 501(a)(1), (2), (3) or (7) under Regulation D promulgated under the Securities Act), a certificate substantially in the form of Exhibit F) to confirm that, the proposed transfer is being
made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. 
 A Note that
is a Restricted Security may not be transferred other than as provided in this Section 313. A beneficial interest in a Global Note that is a Restricted Security may not be exchanged for a beneficial interest in another Global Note other
than through a transfer in compliance with this Section 313. 
 (6) General. By its acceptance of any Note
bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in
this Indenture. 
 The Note Registrar shall retain copies of all letters, notices and other written communications received pursuant to
Section 312 or this Section 313 (including all Notes received for transfer pursuant to Section 313). The Issuer shall have the right to require the Note Registrar to deliver to the Issuer, at the Issuer’
expense, copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Note Registrar. 
 In connection with any transfer of any Note, the Trustee, the Note Registrar and the Issuer shall be entitled to receive, shall be under no duty to inquire into, may conclusively presume the correctness of, and shall
be fully protected in relying upon the certificates, opinions and other information referred to herein (or in the forms provided herein, attached hereto or to the Notes, or otherwise) received from any Holder and any transferee of any Note regarding
the validity, legality and due authorization of any such transfer, the eligibility of the transferee to receive such Note and any other facts and circumstances related to such transfer. 
 Section 314. Payment of Additional Interest. (a) Under certain circumstances the Issuer will be obligated to pay certain additional amounts of
interest to the Holders of certain Initial Notes, as more particularly set forth in such Initial Notes. 
  

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 (b) Under certain circumstances the Issuer may be obligated to pay certain additional amounts of interest
to the Holders of certain Initial Additional Notes, as may be more particularly set forth in such Initial Additional Notes. 
 (c) Prior to
any Interest Payment Date on which any such additional interest is payable, the Issuer shall give notice to the Trustee of the amount of any additional interest due on such Interest Payment Date. 
 ARTICLE IV 
 COVENANTS 
 Section 401. Payment of Principal, Premium and Interest. The Issuer shall duly and punctually pay the principal of (and premium, if any) and
interest on the Notes in accordance with the terms of the Notes and this Indenture. Principal amount (and premium, if any) and interest on the Notes shall be considered paid on the date due if the Issuer shall have deposited with the applicable
Paying Agent (if other than the Company or a wholly-owned Domestic Subsidiary of the Company) as of 12:00 p.m. New York City time on the due date money in immediately available funds and designated for and sufficient to pay all principal amount (and
premium, if any) and interest then due. 
 Section 402. Maintenance of Office or Agency. (a) The Company shall maintain in the United
States one or more offices or agencies where Notes may be presented or surrendered for payment, where Notes may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture
may be served. The Company shall give prompt written notice to the Trustee of the location, and of any change in the location, of such office or agency. If at any time the Company shall fail to maintain such office or agency or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 
 (b) The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all purposes and may from time to time rescind such designations.

 The Company hereby designates the Corporate Trust Office of the Trustee as such office or agency of the Company where Notes may be
presented or surrendered for payment or for transfer or exchange for so long as such Corporate Trust Office remains a Place of Payment, in accordance with Section 305 hereof. 
 Section 403. Money for Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it shall, on or before 12:00
p.m., New York City time each due date of the principal of (and premium, if any) or interest on, any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if
any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and shall promptly notify the Trustee of its action or failure so to act. 
  

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 If the Company is not acting as its own Paying Agent, it shall, on or prior to 12:00 p.m., New York City
time each due date of the principal of (and premium, if any) or interest on, any Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee of its action or failure so to act. 
 If the Company is not acting as its own Paying Agent, the Company shall cause any Paying Agent other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 403, that such Paying Agent shall 
 (1) hold all sums held by it for the payment of principal of (and premium, if any) or interest on Notes in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 
 (2)
give the Trustee notice of any default by the Company (or any other obligor upon the Notes) in the making of any such payment of principal (and premium, if any) or interest; 
 (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such Paying Agent; and 
 (4) acknowledge, accept and agree to comply in all respects with the provisions
of this Indenture and TIA relating to the duties, rights and liabilities of such Paying Agent. 
 The Issuer may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such
money. 
 Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of
(and premium, if any) or interest on any Note and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon cease. 
 Section 404. [Reserved]. 
 Section 405. Reports. Prior to consummation of the Exchange Offer and when any Notes under this Indenture are outstanding, the Company will
provide to the Trustee and the 

  

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holders of Notes: (a) within 90 days after the end of the Company’s fiscal year, financial statements and management’s discussion and analysis
of financial condition and results of operations substantially equivalent to that which would be required to be included in an Annual Report on Form 10-K of the Company were the Company subject to an obligation to file such a report under the
Exchange Act, and (b) within 45 days after the end of each of the first three fiscal quarters in each fiscal year of the Company, financial statements and management’s discussion and analysis of financial condition and results of
operations substantially equivalent to that which would be required to be included in a Quarterly Report on Form 10-Q of the Company were the Company subject to an obligation to file such a report under the Exchange Act; provided, however,
that the reports set forth in clauses (a) and (b) above shall not be required to: (x) contain any certification required by any such form or the Sarbanes-Oxley Act of 2002, (y) include separate financial statements of any
Guarantor or (z) include any exhibit. 
 Following consummation of the Exchange Offer, notwithstanding that the Company may not be
required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes
are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject within the
time periods specified above. The Company will also, within 15 days after the time periods specified above, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company
website) copies of any such information, documents and reports (without exhibits) so required to be filed. The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files with the SEC and provides
reports, documents and information of the types otherwise so required, in each case within the applicable time periods specified by the applicable rules and regulations of the SEC, and the Company is not required to file such reports, documents and
information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company will comply with the other provisions of TIA § 314(a). 
 Notwithstanding the foregoing, the requirements of this Section 405 shall be deemed satisfied prior to the commencement of the Exchange Offer
or the effectiveness of the shelf registration statement described in the Registration Rights Agreement (1) by the filing with the SEC of the Exchange Offer registration statement or shelf registration statement (or any other similar
registration statement), and any amendments thereto, with such financial information that satisfies Regulation S-X, subject to exceptions consistent with the presentation of financial information in the Offering Circular, to the extent filed within
the times specified above, or (2) by posting on the Company’s website (or that of any of its parent companies) or providing such reports to the Trustee within 15 days after the time periods specified above, the financial information
(including a “Management’s discussion and analysis of results of operations and financial condition” section) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial
information in the Offering Circular. Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its agreements set forth under this Section 405 for purposes of
Section 601(v) until 120 days after the date any report required to be provided by this Section 405 is due. 
  

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 Section 406. Statement as to Default. The Issuer shall deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company ending after January 1, 2007, an Officer’s Certificate to the effect that to the best knowledge of the signer thereof the Issuer is not in default in the performance and observance of any of
the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Issuer shall be in default, specifying all such defaults and the nature and status thereof of
which such signer may have knowledge. To the extent required by the TIA, each Guarantor shall comply with TIA § 314(a)(4). The individual signing any certificate given by any Person pursuant to this Section 406 shall be the
principal executive, financial or accounting Officer of such Person, in compliance with TIA § 314(a)(4). 
 Section 407. Limitation
on Indebtedness (a) The Company will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness; provided, however, that the Company or any Restricted Subsidiary may Incur Indebtedness if on the date of the
Incurrence of such Indebtedness, after giving effect to the Incurrence thereof, the Consolidated Coverage Ratio would be greater than 2.00 to 1.00. 
 (b) Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur the following Indebtedness: 
 (i) Indebtedness Incurred by the Company or any Subsidiary Guarantor pursuant to any Credit Facility (including but not limited to in respect of letters of credit or bankers’ acceptances issued or created
thereunder) and Indebtedness Incurred by the Company or any Subsidiary Guarantor other than under any Credit Facility, and (without limiting the foregoing), in each case, any Refinancing Indebtedness in respect thereof, in a maximum principal amount
at any time outstanding not exceeding in the aggregate the amount equal to $2,090.0 million; 
 (ii) Indebtedness (A) of
any Restricted Subsidiary to the Company or (B) of the Company or any Restricted Subsidiary to any Restricted Subsidiary; provided, that any subsequent issuance or transfer of any Equity Interests of such Restricted Subsidiary to which
such Indebtedness is owed, or other event, that results in such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of such Indebtedness (except to the Company or a Restricted Subsidiary) will be deemed, in
each case, an Incurrence of such Indebtedness by the issuer thereof not permitted by this clause (ii) at the time of such issuance, transfer or other event; 
 (iii) Indebtedness of the Company and the Subsidiary Guarantors represented by the Notes and the Subsidiary Guarantees, respectively, and
the related exchange notes and exchange guarantees, respectively, issued in an exchange transaction pursuant to the Registration Rights Agreement, the Senior Subordinated Notes, the subsidiary guarantees thereof by the Subsidiary Guarantors and the
related exchange notes and exchange guarantees issued in an exchange transaction pursuant to the registration rights agreement relating thereto, the Floating Rate Senior Notes, the subsidiary guarantees thereof by the Subsidiary Guarantors and the
related exchange notes and exchange guarantees issued in an exchange transaction pursuant to the registration rights agreement relating thereto, any Indebtedness (other than the 

  

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Indebtedness described in clause (b)(ii) above) outstanding on the Issue Date and any Refinancing Indebtedness Incurred in respect of any Indebtedness
described in this clause (b)(iii) or paragraph (a) above; 
 (iv) Purchase Money Obligations and Capitalized Lease
Obligations, and any Refinancing Indebtedness with respect thereto in an aggregate outstanding principal amount at any time not to exceed the greater of (x) $75.0 million or (y) an amount equal to 2.0% of Total Assets; 
 (v) Indebtedness consisting of accommodation guarantees for the benefit of trade creditors of the Company or any of its Restricted
Subsidiaries; 
 (vi) (A) Guarantees by the Company or any Restricted Subsidiary of Indebtedness or any other obligation or
liability of the Company or any Restricted Subsidiary (other than any Indebtedness Incurred by the Company or such Restricted Subsidiary, as the case may be, in violation of this Section 407), or (B) without limiting
Section 413, Indebtedness of the Company or any Restricted Subsidiary arising by reason of any Lien granted by or applicable to such Person securing Indebtedness of the Company or any Restricted Subsidiary (other than any Indebtedness
Incurred by the Company or such Restricted Subsidiary, as the case may be, in violation of this Section 407); 
 (vii) Indebtedness of the Company or any Restricted Subsidiary (A) arising from the honoring of a check, draft or similar instrument of such Person drawn against insufficient funds, provided that such Indebtedness is
extinguished within fifteen Business Days of its Incurrence, or (B) consisting of guarantees, indemnities, obligations in respect of earnouts or other purchase price adjustments, or similar obligations, Incurred in connection with the
acquisition or disposition of any business, assets or Person; 
 (viii) Indebtedness of the Company or any Restricted
Subsidiary in respect of (A) deductible obligations, self-insurance obligations, reinsurance obligations, completion guarantees, surety, judgment, appeal or performance bonds, or other similar bonds, instruments or obligations, provided, or
relating to liabilities or obligations incurred, in the ordinary course of business, or (B) Hedging Obligations, entered into for bona fide hedging purposes (including, without limitation, to protect the Company or any Restricted Subsidiary
from fluctuations in currency exchange rates) that are incurred in the ordinary course of business, or (C) the financing of insurance premiums in the ordinary course of business, or (D) netting, overdraft protection and other arrangements
arising under standard business terms of any bank at which the Company or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or arrangement; 
 (ix) Indebtedness (A) of a Special Purpose Subsidiary secured by a Lien on all or part of the assets disposed of in, or otherwise
Incurred in connection with, a Financing Disposition or (B) otherwise Incurred in connection with a Special Purpose Financing; provided that (1) such Indebtedness is not recourse to the Company or any Restricted Subsidiary that is
not a Special Purpose Subsidiary (other than with respect to 

  

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Special Purpose Financing Undertakings), (2) in the event such Indebtedness shall become recourse to the Company or any Restricted Subsidiary that is
not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), such Indebtedness will be deemed to be, and must be classified by the Company as, Incurred at such time (or at the time initially Incurred) under
one or more of the other provisions of this Section 407 for so long as such Indebtedness shall be so recourse; and (3) in the event that at any time thereafter such Indebtedness shall comply with the provisions of the preceding
subclause (1), the Company may classify such Indebtedness in whole or in part as Incurred under this Section 407(b)(ix); 
 (x) Indebtedness (including any Refinancing Indebtedness with respect to any Indebtedness incurred pursuant to this clause (x)) (x) of any Person that is assumed by the Company or any Restricted Subsidiary in connection with its
acquisition of assets from such Person or any Affiliate thereof or is issued and outstanding on or prior to the date on which such Person was acquired by the Company or any Restricted Subsidiary or merged or consolidated with or into any Restricted
Subsidiary or (y) of the Company or any of its Restricted Subsidiaries incurred to finance the acquisition of any Person or assets; provided that either: 
 (1) after giving effect to such acquisition, merger or consolidation either: 
 (A) the Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Coverage Ratio test set
forth in paragraph (a) of this Section 407; or 
 (B) the Consolidated Coverage Ratio is greater than the
Consolidated Coverage Ratio immediately prior to such acquisition, merger or consolidation; 
 (2) such Indebtedness
(i) is not Secured Indebtedness and constitutes Subordinated Obligations or Guarantor Subordinated Obligations, (ii) is not incurred while a Default exists and no Default shall result therefrom, (iii) does not mature (and is not
mandatorily redeemable in the case of Disqualified Stock or Preferred Stock) and does not require any payment of principal prior to the final maturity of the Notes, and (iv) in the case of sub-clause (x) above only, is not incurred in
contemplation of such acquisition, merger or consolidation; 
 provided that the aggregate principal amount of Indebtedness (excluding any
Indebtedness Incurred pursuant to this clause (b)(x) that was not incurred to finance the acquisition of any Person or assets) at any time outstanding Incurred under this clause (b)(x) (including any Refinancing Indebtedness with respect thereto) by
any Restricted Subsidiaries that are not Subsidiary Guarantors shall not exceed $100.0 million in the aggregate; 
 (xi) in
addition to the items referred to in clauses (b)(i) through (b)(x) above, Indebtedness of the Company or any Restricted Subsidiary in an aggregate outstanding principal amount at any time not to exceed an amount equal to the greater of
(x) $100.0 million and (y) 2.75% of Total Assets; 
  

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 (xii) Indebtedness of one or more Foreign Subsidiaries and guarantees thereof by the
Company in an aggregate outstanding principal amount at any time not to exceed an amount equal to the greater of (x) the sum of (1) $50.0 million for Foreign Subsidiaries and (2) $25.0 million for Canadian Subsidiaries or
(y) 2.00% of Total Assets; 
 (xiii) Indebtedness in connection with the Atlanta IRB Transaction and any Refinancing
Indebtedness with respect thereto; 
 (xiv) Indebtedness consisting of promissory notes issued to present or former officers,
directors or employees of any the Company or any Restricted Subsidiary upon the death, disability, retirement or termination of employment or service of such officer, director or employee or otherwise to finance the purchase or redemption of Equity
Interests of the Company or any Parent, to the extent the applicable Restricted Payment is permitted by Section 409(b)(x); 
 (xv) Indebtedness of the Company or any Restricted Subsidiary equal to 200.0% of the Net Cash Proceeds received by the Company as capital contributions to the Company after the Issue Date or from the issuance or sale
(other than to a Restricted Subsidiary) of its Equity Interests (other than Disqualified Stock) after the Issue Date as determined in accordance with Section 409(a)(3)(B), to the extent such Net Cash Proceeds have not been applied to
make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 409 or to make Permitted Investments (other than Permitted Investments specified in clauses (i) and (ii) of the definition
thereof); and 
 (xvi) Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement
obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability
insurance or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such
Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence. 
 (c) For purposes of determining
compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 407, (i) any other obligation of the obligor on such Indebtedness (or of any other Person
who could have Incurred such Indebtedness under this Section 407) arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded
to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation secures the principal amount of such Indebtedness; (ii) in the event that Indebtedness meets the criteria of more
than one of the types of Indebtedness described in paragraphs (a) or (b) above, the Company, in its sole discretion, shall classify such item of Indebtedness and may include the amount and type of such Indebtedness in one or more of such
clauses (including in part under one such clause and in part 

  

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under another such clause), and may reclassify such item of Indebtedness in any manner that complies with this Section 407 and only be required
to include the amount and type of such Indebtedness in one of such clauses; (iii) if obligations in respect of letters of credit are Incurred pursuant to a Credit Facility and are being treated as Incurred pursuant to
Section 407(b)(i) and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included; and (iv) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall
be equal to the amount of the liability in respect thereof determined in accordance with GAAP. 
 (d) For purposes of determining compliance
with any Dollar-denominated restriction on the Incurrence of Indebtedness denominated in a foreign currency, the Dollar-equivalent principal amount of such Indebtedness Incurred pursuant thereto shall be calculated based on the relevant currency
exchange rate in effect on the date that such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness, provided that (x) the Dollar-equivalent principal amount of any
such Indebtedness outstanding on the Issue Date shall be calculated based on the relevant currency exchange rate in effect on the Issue Date, (y) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency
(or in a different currency from such Indebtedness so being Incurred), and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such
refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (i) the outstanding or committed principal amount (whichever is higher)
of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing and (z) the Dollar-equivalent principal amount of
Indebtedness denominated in a foreign currency and Incurred pursuant to a Senior Credit Facility shall be calculated based on the relevant currency exchange rate in effect on, at the Company’s option, (i) the Issue Date, (ii) any date
on which any of the respective commitments under such Senior Credit Facility shall be reallocated between or among facilities or subfacilities thereunder, or on which such rate is otherwise calculated for any purpose thereunder, or (iii) the
date of such Incurrence. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate
applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. 
 Section 408. [Reserved]. 
 Section 409. Limitation on Restricted Payments. (a) The Company shall not, and shall
not permit any Restricted Subsidiary, directly or indirectly, to (i) declare or pay any dividend or make any distribution on or in respect of its Equity Interests (including any such payment in connection with any merger or consolidation to
which the Company is a party) except (x) dividends or distributions payable solely in its Equity Interests (other than Disqualified Stock) and (y) dividends or distributions payable to the Company or any Restricted Subsidiary (and, in the
case of any such Restricted Subsidiary making such dividend or distribution, to other holders of its Equity Interests on no more than a pro rata basis), (ii) purchase, redeem, retire or otherwise acquire for value any Equity Interests of
the Company held 

  

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by Persons other than the Company or a Restricted Subsidiary, (iii) voluntarily purchase, repurchase, redeem, defease or otherwise voluntarily acquire
or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations (other than a purchase, repurchase, redemption, defeasance or other acquisition or retirement for value in
anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such acquisition or retirement) or (iv) make any Investment (other than a Permitted Investment) in
any Person (any such dividend, distribution, purchase, repurchase, redemption, defeasance, other acquisition or retirement or Investment being herein referred to as a “Restricted Payment”), if at the time the Company or such
Restricted Subsidiary makes such Restricted Payment and after giving effect thereto: 
 (1) a Default shall have occurred and
be continuing (or would result therefrom); 
 (2) the Company could not Incur at least an additional $1.00 of Indebtedness
pursuant to Section 407(a); or 
 (3) the aggregate amount of such Restricted Payment and all other Restricted
Payments (the amount so expended, if other than in cash, to be as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a resolution of the Board of Directors) declared or made subsequent to the
Issue Date and then outstanding would exceed, without duplication, the sum of: 
 (A) 50% of the Consolidated Net Income
accrued during the period (treated as one accounting period) beginning on the first day of the Company’s fiscal quarter in which the Issue Date occurred to the end of the most recent fiscal quarter ending prior to the date of such Restricted
Payment for which consolidated financial statements of the Company are available (or, in case such Consolidated Net Income shall be a negative number, 100% of such negative number); 
 (B) 100% of the aggregate Net Cash Proceeds and the fair value (as determined in good faith by the Board of Directors) of property or
assets received (x) by the Company as capital contributions to the Company after the Issue Date or from the issuance or sale (other than to a Restricted Subsidiary) of its Equity Interests (other than Disqualified Stock) after the Issue Date or
(y) by the Company or any Restricted Subsidiary from the issuance and sale by the Company or any Restricted Subsidiary of Indebtedness that shall have been converted into or exchanged after the Issue Date for Equity Interests of the Company or
any Parent (other than Disqualified Stock), plus the amount of any cash and the fair value (as determined in good faith by the Board of Directors) of any property or assets, received by the Company or any Restricted Subsidiary upon such conversion
or exchange; provided that this clause (B) shall not include such Net Cash Proceeds to the extent that the Company or any of its Restricted Subsidiaries Incurs Indebtedness pursuant to Section 407(b)(xv) based on such Net
Cash Proceeds; 
  

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 (C) the aggregate amount equal to the net reduction in Investments in Unrestricted
Subsidiaries resulting from (i) dividends, distributions, cancellation of indebtedness for borrowed money owed by the Company or any Restricted Subsidiary to an Unrestricted Subsidiary, interest payments, return of capital, repayments of
Investments or other transfers of assets to the Company or any Restricted Subsidiary from any Unrestricted Subsidiary, including dividends or other distributions related to dividends or other distributions made pursuant to
Section 409(b)(vii) (but only to the extent such amount is not included in Consolidated Net Income), or (ii) the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary (valued in each case as provided in the
definition of “Investment”), not to exceed in the case of any such Unrestricted Subsidiary the aggregate amount of Investments (other than Permitted Investments) made by the Company or any Restricted Subsidiary in such Unrestricted
Subsidiary after the Issue Date; and 
 (D) in the case of any disposition or repayment of any Investment constituting a
Restricted Payment (without duplication of any amount deducted in calculating the amount of Investments at any time outstanding included in the amount of Restricted Payments), an amount in the aggregate equal to the lesser of the return of capital,
repayment or other proceeds with respect to all such Investments received by the Company or a Restricted Subsidiary and the initial amount of all such Investments constituting Restricted Payments. 
 (b) The provisions of Section 409(a) will not prohibit any of the following, so long as a Default shall not have occurred and be continuing
(or would result therefrom) (each, a “Permitted Payment”): 
 (i) any purchase, redemption, repurchase,
defeasance or other acquisition or retirement of Equity Interests of the Company or Subordinated Obligations made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is
paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent, or within 45 days, issuance or sale of, Equity Interests of the Company (other than Disqualified Stock and other than Equity Interests
issued or sold to a Restricted Subsidiary) or a substantially concurrent, or within 45 days, capital contribution to the Company; provided, that the Net Cash Proceeds from such issuance, sale or capital contribution shall be excluded in
subsequent calculations under Section 409(a)(3)(B); 
 (ii) (A) any purchase, redemption, repurchase, defeasance
or other acquisition or retirement of Subordinated Obligations (w) made by exchange for, or out of the proceeds of the substantially concurrent issuance or sale of, Indebtedness of the Company or Refinancing Indebtedness Incurred in compliance
with Section 407, (x) from Net Available Cash to the extent permitted by Section 411, and, if required, purchased all Notes tendered pursuant to the offer to repurchase all the Notes required thereby prior to purchasing
or repaying such Subordinated Obligations (y) following the occurrence of a Change of Control (or other similar event described therein as a “change of control”), but only if the Company shall have complied with
Section 415 and, if required thereby, 

  

 70 








 
purchased all Notes tendered pursuant to the offer to repurchase all the Notes required thereby, prior to purchasing or repaying such Subordinated
Obligations or (z) constituting Acquired Indebtedness or (B) any purchase, redemption, repurchase, defeasance or other acquisition or retirement of Disqualified Stock made by exchange for, or out of the proceeds of the substantially
concurrent, or within 45 days, issuance or sale of, Disqualified Stock of the Company or Refinancing Indebtedness Incurred in compliance with Section 407; 
 (iii) dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividend would have complied
with Section 409(a); 
 (iv) the declaration and payment of dividends on the Company’s common stock following
the first public Equity Offering of the Company’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the Net Cash Proceeds received or contributed by the
Company in or from any such Equity Offering; 
 (v) notwithstanding the existence of any Default or Event of Default, loans,
advances, dividends or distributions to any Parent or other payments by the Company or any Restricted Subsidiary to permit such Parent to make payments pursuant to (A) any Tax Sharing Agreement, or (B) to pay or permit any Parent to pay
(1) any Parent Expenses or (2) any Related Taxes; 
 (vi) payments by the Company, or loans, advances, dividends or
distributions by the Company to any Parent to make payments, to holders of Equity Interests of the Company or any Parent in lieu of issuance of fractional shares of such Equity Interests, not to exceed $5.0 million in the aggregate outstanding at
any time; 
 (vii) dividends or other distributions of Equity Interests, Indebtedness or other securities of Unrestricted
Subsidiaries; 
 (viii) the declaration and payment of dividends to holders of any class or series of Disqualified Stock, or
of any Preferred Stock of a Restricted Subsidiary, Incurred in accordance with the terms of the covenant described under Section 407 above; 
 (ix) Restricted Payments (including loans and advances) in an aggregate amount outstanding at any time not exceeding an amount (net of repayments of such loans or advances) equal to the greater of (x) $100.0
million and (y) 2.75% of Total Assets; 
 (x) the purchase, redemption or other acquisition, cancellation or retirement
for value of Equity Interests of the Company or any Restricted Subsidiary or any Parent held by any existing or former employees or management or directors of the Company or any Parent or any Subsidiary of the Company or their assigns, estates or
heirs, in each case in connection with (x) the death or disability of such employee, manager or director or (y) the repurchase provisions under employee stock option or stock purchase agreements or other agreements to compensate management
employees or 

  

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directors; provided that in the case of clause (y) such redemptions or repurchases pursuant to such clause will not exceed $20.0 million in the
aggregate during any twelve-month period (which shall increase to $40.0 million subsequent to the consummation of an underwritten public Equity Offering) plus the aggregate Net Cash Proceeds received by the Company after the Issue Date from the
issuance of such Equity Interests or equity appreciation rights to, or the exercise of options, warrants or other rights to purchase or acquire Equity Interests of the Company by, any current or former director, officer or employee of the Company or
any Restricted Subsidiary or from “key man” life insurance policies which are used to make such redemptions or repurchases; provided that the amount of such Net Cash Proceeds received by the Company and utilized pursuant to this
Section 409(b)(x) for any such repurchase, redemption, acquisition or retirement will be excluded from Section 409(a)(3)(B); and provided, further, that unused amounts available pursuant to this
Section 409(b)(x) to be utilized for Restricted Payments during any twelve-month period may be carried forward and utilized in the next succeeding twenty-four-month period; 
 (xi) repurchases of Equity Interests deemed to occur upon the exercise of stock options, warrants or other convertible securities if such
Equity Interests represents (i) a portion of the exercise price thereof or (ii) withholding incurred in connection with such exercise; 
 (xii) Restricted Payments made pursuant to, or contemplated by, or made to any Parent to permit any Parent to perform its obligations under, the Transactions, including the provisions of any Transaction Document
(excluding the Senior Subordinated Notes and the Senior Subordinated Note Indenture) as in effect on the Issue Date, and as the same may be amended or replaced so long as such amendment or replacement that is not materially more disadvantageous to
the Holders than the original Transaction Document as in effect on the Issue Date; 
 (xiii) repurchases by the Company or any
Restricted Subsidiary of all (but not less than all), excluding directors’ qualifying shares, of the Equity Interests or other ownership interests in a Subsidiary of the Company which Equity Interests or other ownership interests were not
theretofore owned by the Company or a Restricted Subsidiary of the Company; 
 (xiv) payments by the Company or any Restricted
Subsidiary pursuant to its guarantee of AFC’s customary servicing obligations in connection with the Receivables Purchase Agreement; and 
 (xv) Restricted Payments that are made with Excluded Contributions 
 provided, that (A) in the case of clauses
(iii), (iv), (v)(B)(1), and (vi), the net amount of any such Permitted Payment shall be included in subsequent calculations of the amount of Restricted Payments (but only to the extent such amount was not included as an expense in the calculation of
Consolidated Net Income), and (B) in all cases other than pursuant to clause (A) immediately above, the net amount of any such Permitted Payment shall be excluded in subsequent calculations of the amount of Restricted Payments. 

 

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 Section 410. Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company
will not, and will not permit any Restricted Subsidiary to, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other
distributions on its Equity Interests or pay any Indebtedness or other obligations owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company (provided that
dividend or liquidation priority between classes of Equity Interests, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or
restriction), except any encumbrance or restriction: 
 (1) pursuant to any agreement in effect at or entered into on the
Issue Date, including, without limitation, this Indenture, the Notes, the Senior Subordinated Note Indenture, the Senior Subordinated Notes, the Floating Rate Senior Note Indenture, the Floating Rate Senior Notes, the Senior Credit Facility or any
other Credit Facility; 
 (2) pursuant to any agreement or instrument of a Person, or relating to Indebtedness or Equity
Interests of a Person, which Person is acquired by or merged or consolidated with or into the Company or any Restricted Subsidiary, or which agreement or instrument is assumed by the Company or any Restricted Subsidiary in connection with an
acquisition of assets from such Person, as in effect at the time of such acquisition, merger or consolidation (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger or
consolidation); provided that for purposes of this clause (2), if a Person other than the Company is the Successor Company with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be
deemed acquired or assumed, as the case may be, by the Company or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company; 
 (3) pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness Incurred
pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in clause (1) or (2) of this Section 410 or this clause (3) (an “Initial Agreement”)
or contained in any amendment, supplement or other modification to an Initial Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or
Amendment taken as a whole are not materially less favorable to the Holders of the Notes than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as
determined in good faith by the Company); 
 (4) (A) that restricts in a customary manner the subletting, assignment or
transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract, (B) by virtue of any transfer of, agreement to transfer, option or right with
respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, (C) contained in mortgages, pledges or other security agreements securing Indebtedness of a Restricted
Subsidiary to the extent restricting the transfer of the 

  

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property or assets subject thereto, (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal
easement agreements of the Company or any Restricted Subsidiary, (E) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the property or assets so acquired, (F) on cash or other deposits or net worth imposed
by customers or suppliers under agreements entered into in the ordinary course of business, (G) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited
to leases, sale and leaseback agreements, asset sale agreements and joint venture and other similar agreements entered into in the ordinary course of business), (H) that arises or is agreed to in the ordinary course of business and does not
detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or such Restricted Subsidiary, or (I) pursuant to Hedging Obligations; 
 (5) with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the
direct or indirect sale or disposition of all or substantially all the Equity Interests or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition;

 (6) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction
over the Company or any Restricted Subsidiary or any of their businesses; or 
 (7) pursuant to an agreement or instrument
(A) relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant to the provisions of Section 407 (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a
whole are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the Company), or (ii) if such encumbrance or restriction is not
materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction will
not materially affect the Company’s ability to make principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such
Indebtedness or (B) of, or relating to Indebtedness of or a Financing Disposition by or to or in favor of any Special Purpose Entity. 
 Section 411. Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any Restricted Subsidiary to, make any Asset Disposition unless 
 (i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming
responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value of the shares and assets subject to such Asset Disposition, as such 

  

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fair market value may be determined (and shall be determined, to the extent such Asset Disposition or any series of related Asset Dispositions involves
aggregate consideration in excess of $25.0 million) in good faith by the Board of Directors, whose determination shall be conclusive (including as to the value of all non-cash consideration); 
 (ii) in the case of any Asset Disposition (or series of related Asset Dispositions) having a fair market value of $25.0 million or more,
at least 75% of the consideration therefor (excluding, in the case of an Asset Disposition (or series of related Asset Dispositions), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities,
contingent or otherwise, that are not Indebtedness) received by the Company or such Restricted Subsidiary is in the form of cash; and 
 (iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or any Restricted Subsidiary, as the case may be) as follows: 
 (A) first, either (x) to the extent the Company elects (or is required by the terms of (1) any Bank Indebtedness,
(2) any secured Indebtedness of the Company or any Subsidiary Guarantor or (3) any Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor), to prepay, repay or purchase any such Indebtedness or (in the case of letters
of credit, bankers’ acceptances or other similar instruments) cash collateralize any such Indebtedness (in each case other than Indebtedness owed to the Company or a Restricted Subsidiary) within 360 days after the later of the date of such
Asset Disposition and the date of receipt of such Net Available Cash, or (y) to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets (including by means of an investment in Additional Assets by a
Restricted Subsidiary with an amount equal to Net Available Cash received by the Company or another Restricted Subsidiary) within 360 days from the later of the date of such Asset Disposition and the date of receipt of such Net Available Cash, or,
if such investment in Additional Assets is a project authorized by the Board of Directors that will take longer than such 360 days to complete, the period of time necessary to complete such project; 
 (B) second, if the balance of such Net Available Cash after application in accordance with clause (A) above (and after the
expiration of the maximum period for such application permitted by clause (A)) exceeds $20.0 million, (such balance, the “Excess Proceeds”), to the extent of such Excess Proceeds, to make an offer to purchase Notes and (to the
extent the Company or such Restricted Subsidiary elects, or is required by the terms thereof) to purchase, redeem or repay any other unsubordinated indebtedness of the Company or a Restricted Subsidiary, pursuant and subject to
Section 41l(b) and Section 41l(c) and the agreements governing such other Indebtedness; and 
 (C)
third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B) above, to fund (to the extent consistent with any other applicable provision of this Indenture) any general
corporate purpose (including but not limited to the repurchase, repayment or other acquisition or retirement of any Subordinated Obligations); 
  

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 provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant
to clause (A)(x) or (B) above, the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid
or purchased. 
 Notwithstanding the foregoing provisions of this Section 411, the Company and the Restricted Subsidiaries shall
not be required to apply any Net Available Cash or equivalent amount in accordance with this Section 411 except to the extent that the aggregate Net Available Cash from all Asset Dispositions or equivalent amount that is not applied in
accordance with this Section 411 exceeds $50.0 million. If the aggregate principal amount of Notes or other Indebtedness of the Company or a Restricted Subsidiary validly tendered and not withdrawn (or otherwise subject to purchase,
redemption or repayment) in connection with an offer pursuant to clause (B) above exceeds the Excess Proceeds, the Excess Proceeds will be apportioned between such Notes and such other unsubordinated Indebtedness of the Company or a Restricted
Subsidiary, with the portion of the Excess Proceeds payable in respect of such Notes to equal the lesser of (x) the Excess Proceeds amount multiplied by a fraction, the numerator of which is the outstanding principal amount of such Notes and
the denominator of which is the sum of the outstanding principal amount of the Notes and the outstanding principal amount of the relevant other Indebtedness of the Company or a Restricted Subsidiary, and (y) the aggregate principal amount of
Notes validly tendered and not withdrawn. 
 For the purposes of clause (ii) of paragraph (a) above, the following are deemed to be
cash: (1) Temporary Cash Investments and Cash Equivalents, (2) the assumption of Indebtedness of the Company (other than Disqualified Stock of the Company) or any Restricted Subsidiary and the release of the Company or such Restricted
Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset
Disposition, to the extent that the Company and each other Restricted Subsidiary are released from any Guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (4) securities received by the
Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of the Company or any Restricted Subsidiary and
(6) any Designated Noncash Consideration received by the Company or any Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to
this covenant that is at that time outstanding, not to exceed the greater of (x) $50.0 million or (y) 1.25% of Total Assets at the time of the receipt of such Designated Noncash Consideration (with the Fair Market Value being measured at
the time received and without giving effect to subsequent changes in value). 
 (b) In the event of an Asset Disposition that requires the
purchase of Notes pursuant to Section 41l(a)(iii)(B), the Company will be required to purchase Notes tendered pursuant to an offer by the Company for the Notes (the “Offer”) at a purchase price of 100% of their principal
amount plus accrued and unpaid interest to the Purchase Date in accordance with 

  

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the procedures (including prorating in the event of oversubscription) set forth in Section 41l(c). If the aggregate purchase price of the Notes
tendered pursuant to the offer is less than the Net Available Cash allotted to the purchase of Notes, the remaining Net Available Cash will be available to the Company for use in accordance with Section 41l(a)(iii)(B) (to repay other
Indebtedness of the Company or a Restricted Subsidiary) or Section 41l(a)(iii)(C). The Company shall not be required to make an offer for Notes pursuant to this Section 411 if the Net Available Cash available therefor (after
application of the proceeds as provided in Section 41l(a)(iii)(A)) is less than $50.0 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an offer is required
with respect to the Net Available Cash from any subsequent Asset Disposition). No Note will be repurchased in part if less than the Minimum Denomination in original principal amount. 
 (c) Pending the final application of any Net Proceeds pursuant to this Section 411, such Net Available Cash may be applied to temporarily to
reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. 
 (d) To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 411, the Company may comply with the applicable securities laws and regulations and will
not be deemed to have breached its obligations under this Section 411 by virtue thereof. 
 Section 412. Limitation on
Transactions with Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or
exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless (i) such Affiliate Transaction is entered into in good faith and the terms of such Affiliate
Transaction are, taken as a whole, fair and reasonable to the Company or such Restricted Subsidiary, and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $25.0 million, the terms of such Affiliate Transaction
have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if
(x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, the Company or such Restricted Subsidiary receives an opinion in customary form from a
nationally recognized appraisal or investment banking firm to the effect that such Affiliate Transaction is fair to the Company or such Restricted Subsidiary from a financial point of view. 
 (b) The provisions of Section 412(a) will not apply to: 
 (i) any Restricted Payment Transaction; 
 (ii) (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement
for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, 

  

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retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution
obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the
Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), or (4) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term);

 (iii) any transaction with, including an Investment in, the Company or any Restricted Subsidiary; 
 (iv) any transaction arising out of and any payments made pursuant to agreements or instruments in existence on the Issue Date (other than
any Tax Sharing Agreement referred to in Section 412(b)(vi)), including, without limitation, the Transaction Documents, and as the same may be amended, modified, supplemented or replaced from time to time so long as such amendment,
modification, supplement or replacement is not materially more disadvantageous to the Holders than the original agreement or instrument as in effect on the Issue Date; 
 (v) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any
Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity; 
 (vi) the execution, delivery and performance of any Tax Sharing Agreement; 
 (vii) any issuance or sale of Equity
Interests (other than Disqualified Stock) of the Company (and the granting of registration rights or other customary rights in connection therewith) or capital contribution to the Company; 
 (viii) transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Company or any of its
Subsidiaries, where such Affiliates hold less Indebtedness or Equity Interests than non-Affiliates and such Affiliates receive the same consideration as non-Affiliates in such transactions; 
 (ix) any transaction with any Person who is not an Affiliate immediately before the consummation of such transaction that becomes an
Affiliate as a result of such transaction; 
 (x) transactions between the Company or any Restricted Subsidiary and any
Special Purpose Subsidiary in connection with a Financing Disposition or a Special Purpose Financing, provided that such transactions are not otherwise prohibited by this Indenture; 
  

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 (xi) transactions exclusively between or among the Company and any of its Restricted
Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; 
 (xii) transactions involving
aggregate consideration not to exceed $1.0 million; 
 (xiii) payments by the Company or any Restricted Subsidiary to any
Permitted Holder or any of its affiliates for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisition or divestitures, which payments are
approved by a majority of the members of the Board of Directors; and 
 (xiv) transactions with customers, clients, suppliers
or purchasers or sellers of goods or services, in each case in the ordinary course of business or that are on terms at least as favorable to the Company and its Restricted Subsidiaries as might reasonably have been obtained at such time from an
unaffiliated party, or that are considered fair to the Company and its Restricted Subsidiaries in the view of a majority of the members of the Board of Directors or the senior management of the Company. 
 Section 413. Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or
permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Equity Interests of any other Person), whether owned on the Issue Date or thereafter acquired, securing any Indebtedness (the “Initial
Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary
Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial
Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates,
(ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer
(other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such Initial
Lien, or of all of the Equity Interests held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien. 
 Section 414. Future Subsidiary Guarantors. From and after the Issue Date, the Company will cause each Subsidiary that guarantees payment by
the Company of any Indebtedness of the Company under the Senior Credit Facility to execute and deliver to the Trustee a supplemental indenture or other instrument pursuant to which such Subsidiary will guarantee payment of the Notes, whereupon such
Subsidiary will become a Subsidiary Guarantor for all purposes under this Indenture. In addition, the Company may cause any Subsidiary or other Person that is not a Subsidiary Guarantor to guarantee payment of the Notes and become a Subsidiary
Guarantor. Subsidiary Guarantees will be subject to release and discharge under certain circumstances prior to payment in full of the Notes. 
  

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 Section 415. Purchase of Notes Upon a Change in Control. (a) Upon the occurrence after the
Issue Date of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part of such Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, to, but not including, the date of repurchase (subject to Section 307); provided, however, that the Company shall not be obligated to repurchase Notes pursuant to this Section 415 in the event
that it has exercised its right to redeem all of the Notes as provided in Article X. 
 (b) The term “Change of Control”
means: 
 (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one or
more Permitted Holders or a Parent, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company,
provided that (x) so long as the Company is a Subsidiary of any Parent, no “person” shall be deemed to be or become a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of the Company
unless such “person” shall be or become a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of such Parent and (y) any Voting Stock of which any Permitted Holder is the “beneficial
owner” shall not in any case be included in any Voting Stock of which any such “person” is the “beneficial owner”; 
 (ii) the Company or the Parent merges or consolidates with or into, or sells or transfers (in one or a series of related transactions) all or substantially all of the assets of the Company and its Restricted
Subsidiaries, taken as a whole, to, another Person (other than one or more Permitted Holders) and any “person” (as defined in clause (i) above), other than one or more Permitted Holders or any Parent, is or becomes the
“beneficial owner” (as so defined), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the surviving Person in such merger or consolidation, or the transferee Person in such sale or transfer of
assets, as the case may be, provided that (x) so long as such surviving or transferee Person is a Subsidiary of a parent Person, no “person” shall be deemed to be or become a “beneficial owner” of more than 50% of the
total voting power of the Voting Stock of such surviving or transferee Person unless such “person” shall be or become a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of such parent Person and
(y) any Voting Stock of which any Permitted Holder is the “beneficial owner” shall not in any case be included in any Voting Stock of which any such “person” is the beneficial owner; or 
 (iii) during any period of two consecutive years (during which period the Company has been a party to the applicable Indenture),
individuals who at the beginning of such period were members of the Board of Directors of the Company (together with any new members thereof whose election by such Board of Directors or whose nomination for election by holders of Equity Interests of
the Company was 

  

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approved by one or more Permitted Holders or by a vote of a majority of the members of such board of directors then still in office who were either members
thereof at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of such board of directors then in office. 
 (c) Unless the Company has exercised its right to redeem all the Notes as described under Article X, the Company shall, not later than 30 days
following the date the Company obtains actual knowledge of any Change of Control having occurred, mail a notice (a “Change of Control Offer”) to each Holder with a copy to the Trustee stating: (1) that a Change of Control has
occurred or may occur and that such Holder has, or upon such occurrence will have, the right to require the Company to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to, but not including, the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date); (2) the repurchase date (which shall be no earlier than
30 days nor later than 60 days from the date such notice is mailed); (3) the instructions determined by the Company, consistent with this Section 415, that a Holder must follow in order to have its Notes purchased; and (4) if
such notice is mailed prior to the occurrence of a Change of Control, that such offer is conditioned on the occurrence of such Change of Control. No Note will be repurchased in part if less than the Minimum Denomination in original principal amount
of such Note would be left outstanding. 
 (d) The Company will not be required to make a Change of Control Offer upon a Change of Control if
(i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes
validly tendered and not withdrawn under such Change of Control Offer, or (ii) notice of redemption has been given pursuant to this Indenture as provided in Article X, unless and until there is a Default in the payment of the applicable
redemption price. 
 (e) To the extent that the provisions of any securities laws or regulations conflict with provisions of this
Section 415, the Company may comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 415 by virtue thereof. 
 ARTICLE V 
 SUCCESSORS 
 Section 501. When the Company May Merge, Etc. (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or
substantially all its assets to, any Person, unless: 
 (i) the resulting, surviving or transferee Person (the
“Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) will expressly assume all the
obligations of the Company under the 

  

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Notes and this Indenture by executing and delivering to the Trustee a supplemental indenture or one or more other documents or instruments sufficient, in the
opinion of legal counsel to the Successor Company, to evidence the assumption; 
 (ii) immediately after giving effect to such
transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of
such transaction), no Default will have occurred and be continuing; 
 (iii) immediately after giving effect to such
transaction, either (A) the Successor Company could Incur at least $1.00 of additional Indebtedness pursuant to Section 407(a), or (B) the Consolidated Coverage Ratio of the Company (or, if applicable, the Successor Company
with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Company immediately prior to giving effect to such transaction; 
 (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guarantee in connection with such transaction and (y) any party to any
such consolidation or merger) shall have delivered a supplemental indenture or other document or instrument in form reasonably satisfactory to the Trustee, confirming its Subsidiary Guarantee (other than any Subsidiary Guarantee that will be
discharged or terminated in connection with such transaction); and 
 (v) the Company will have delivered to the Trustee an
Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer complies with the provisions described in this paragraph, provided that (x) in giving such opinion such counsel may
assume compliance with the foregoing clauses (ii) and (iii) to the extent such opinion would otherwise be required to address financial matters or tests, and as to any matters of fact, may rely on an Officer’s Certificate, and
(y) no Opinion of Counsel will be required for a consolidation, merger or transfer described in Section 50l(b). 
 Any
Indebtedness that becomes an obligation of the Company or any Restricted Subsidiary (or that is deemed to be Incurred by any Person that becomes a Restricted Subsidiary) as a result of any such transaction undertaken in compliance with this
Section 501, and any Refinancing Indebtedness with respect thereto, shall be deemed to have been Incurred in compliance with Section 407. 
 (b) Clauses (ii) and (iii) of Section 50l(a) will not apply to any transaction in which (1) any Restricted Subsidiary consolidates with, merges with or into or conveys or transfers all or
part of its assets to the Company or (2) the Company consolidates with or merges with or into or conveys or transfers all or substantially all its properties and assets to (x) an Affiliate incorporated or organized for the purpose of
reincorporating or reorganizing the Company in another jurisdiction or changing its legal structure to a corporation or other entity or (y) a Restricted Subsidiary of the Company so long as all assets of the Company and the 

  

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Restricted Subsidiaries immediately prior to such transaction (other than Equity Interests of such Restricted Subsidiary) are owned by such Restricted
Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof. 
 Section 502. Successor Company Substituted.
Upon any transaction involving the Company in accordance with Section 501 in which the Company is not the Successor Company, the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture, and thereafter the predecessor Company shall be relieved of all obligations and covenants under this Indenture, except that the predecessor Company in the case of a lease of all or substantially all its assets shall not
be released from the obligation to pay the principal of and interest on the Notes. 
 ARTICLE VI 
 REMEDIES 
 Section 601. Events of
Default. An “Event of Default” means the occurrence of the following: 
 (i) a default in any payment of
interest on any Note when due, continued for 30 days; 
 (ii) a default in the payment of principal of any Note when due,
whether at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise; 
 (iii) the failure by the Company or any Subsidiary Guarantor to comply with its obligations under Section 50l(a); 
 (iv) the failure by the Company or any Subsidiary Guarantor to comply for 30 days after the notice specified in the penultimate paragraph of this Section 601 with any of its obligations under
Section 415 (other than a failure to purchase the Notes); 
 (v) the failure by the Company or any Subsidiary
Guarantor to comply for 60 days after the notice specified in the penultimate paragraph of this Section 601 with its other agreements contained in the Notes or this Indenture; 
 (vi) the failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final
maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, if the total amount of such Indebtedness so unpaid or accelerated exceeds $50.0 million or its foreign currency equivalent; 
 (vii) the taking of any of the following actions by the Company or a Significant Subsidiary, or by each of such other Restricted
Subsidiaries that are not Significant Subsidiaries but would in the aggregate constitute a Significant Subsidiary if considered as a single Person, pursuant to or within the meaning of any Bankruptcy Law: 
 (A) the commencement of a voluntary case; 
  

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 (B) the consent to the entry of an order for relief against it in an involuntary case;

 (C) the consent to the appointment of a Custodian of it or for any substantial part of its property; or 
 (D) the making of a general assignment for the benefit of its creditors; 
 (viii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (A) is for relief against the Company or any Significant Subsidiary, or against each of such other Restricted Subsidiaries that are not
Significant Subsidiaries but would in the aggregate constitute a Significant Subsidiary if considered as a single Person, in an involuntary case; 
 (B) appoints (x) a Custodian of the Company or any Significant Subsidiary or for any substantial part of its property, or (y) a Custodian of each of such other Restricted Subsidiaries that are not
Significant Subsidiaries but would in the aggregate constitute a Significant Subsidiary if considered as a single Person, or for any substantial part of their property in the aggregate; or 
 (C) orders the winding up or liquidation of the Company or any Significant Subsidiary, or of each of such other Restricted Subsidiaries
that are not Significant Subsidiaries but would in the aggregate constitute a Significant Subsidiary if considered as a single Person; 
 and
the order or decree remains unstayed and in effect for 60 days; 
 (ix) the rendering of any judgment or decree for the
payment of money in an amount (net of any insurance or indemnity payments actually received in respect thereof prior to or within 60 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be
unsuccessful) in excess of $50.0 million or its foreign currency equivalent against the Company or a Significant Subsidiary, or jointly and severally against other Restricted Subsidiaries that are not Significant Subsidiaries but would in the
aggregate constitute a Significant Subsidiary if considered as a single Person, that is not discharged, or bonded or insured by a third Person, if such judgment or decree remains outstanding for a period of 60 days following such judgment or decree
and is not discharged, waived or stayed; or 
 (x) the failure of any Subsidiary Guarantee by a Subsidiary Guarantor that is a
Significant Subsidiary to be in full force and effect (except as contemplated by the terms thereof or of this Indenture) or the denial or disaffirmation in writing by any Subsidiary Guarantor that is a Significant Subsidiary of its obligations under
this Indenture or its Subsidiary Guarantee (other than by reason of the termination of this Indenture or such Subsidiary Guarantee or the release of such Subsidiary Guarantee in accordance with such Subsidiary Guarantee and this Indenture).

  

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 The foregoing will constitute Events of Default whatever the reason for any such Event of Default and
whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 
 The term “Bankruptcy Law” means Title 11, United States Code, or any similar federal, state or foreign law for the relief of debtors.
The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 
 However, a Default under clause (iv) or (v) will not constitute an Event of Default until the Trustee or the Holders of at least 30% in principal amount of the Outstanding Notes notify the Company of the Default and the Company
does not cure such Default within the time specified in such clause after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.” When a Default
or an Event of Default is cured, it ceases. 
 The Company shall deliver to the Trustee, within 30 days after an Officer of the Company
becomes aware of the occurrence thereof, written notice in the form of an Officer’s Certificate of any Event of Default and any event that with the giving of notice or the lapse of time would become an Event of Default, its status and what
action the Company is taking or proposes to take with respect thereto. 
 Section 602. Acceleration of Maturity; Rescission and
Annulment. If an Event of Default (other than an Event of Default specified in Section 601(vii) or Section 60l(viii)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 30% in
principal amount of the Outstanding Notes by notice to the Company and the Trustee, in either case specifying in such notice the respective Event of Default and that such notice is a “notice of acceleration,” may declare the principal of
and accrued but unpaid interest on all the Notes to be due and payable. Upon the effectiveness of such a declaration, such principal and interest will be due and payable immediately. 
 Notwithstanding the foregoing, if an Event of Default specified in Section 60l(vii) or Section 60l(viii) occurs and is
continuing, the principal of and accrued but unpaid interest on all the Outstanding Notes will ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in
principal amount of the Outstanding Notes by notice to the Company and the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been
cured or waived except non-payment of principal or interest that has become due solely because of such acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of any Default or Event
of Default specified in Section 601(vi), such Default or Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall not be deemed to have occurred
and shall be annulled, waived and rescinded automatically, in each case, without any action by the applicable Trustee or the applicable Holders if, within 20 days after such Event of Default arose: 
 (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; 
  

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 (y) the holders thereof have rescinded or waived the acceleration, notice or action (as
the case may be) giving rise to such Event of Default; or 
 (z) the default that is the basis for such Event of Default has
been cured. 
 Section 603. Other Remedies; Collection Suit by Trustee. If an Event of Default occurs and is continuing, the Trustee
may, but is not obligated under Section 603 to, pursue any available remedy to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. If an Event of
Default specified in Section 60l(i) or 60l(ii) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together
with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 707. 
 Section 604.
Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative
to the Company or any other obligor upon the Notes, its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing
similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay
to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 707. 
 No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
 Section 605. Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be
prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes in
respect of which such judgment has been recovered. 
  

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 Section 606. Application of Money Collected. Any money collected by the Trustee pursuant to this
Article VI shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Notes and the
notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 
 First: To the
payment of all amounts due the Trustee under Section 707; 
 Second: To the payment of the amounts then due
and unpaid upon the Notes for principal (and premium, if any) and interest, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable
on such Notes for principal (and premium, if any) and interest, respectively; and 
 Third: To the Company. 

Section 607. Limitation on Suits. Subject to Section 608 hereof, no Holder may pursue any remedy with respect to this Indenture or
the Notes unless: 
 (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing;

 (ii) Holders of at least 30% in principal amount of the Outstanding Notes have requested the Trustee in writing to pursue
the remedy; 
 (iii) such Holder or Holders have offered to the Trustee reasonable security or indemnity against any loss,
liability or expense; 
 (iv) the Trustee has not complied with the request within 60 days after receipt of the request and
the offer of security or indemnity; and 
 (v) the Holders of a majority in principal amount of the Outstanding Notes have not
given the Trustee a direction inconsistent with the request within such 60-day period. 
 A Holder may not use this Indenture to affect,
disturb or prejudice the rights of another Holder, to obtain a preference or priority over another Holder or to enforce any right under this Indenture except in the manner herein provided and for the equal and ratable benefit of all Holders.

 Section 608. Unconditional Right of Holders to Receive Principal and Interest. Notwithstanding any other provision in this
Indenture, the Holder of any Note shall have the absolute and unconditional right to receive payment of the principal of and all (subject to Section 307) interest on such Note on the respective Stated Maturity or Interest Payment Dates
expressed in such Note and to institute suit for the enforcement of any such payment on or after such respective Stated Maturity or Interest Payment Dates, and such right shall not be impaired without the consent of such Holder. 
  

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 Section 609. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted
any proceeding to enforce any right or remedy under this Indenture or any Note and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the
Company, any other obligor upon the Notes, the Trustee and the Holders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been instituted. 
 Section 610. Rights and Remedies
Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy. 
 Section 611. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy
given by this Article VI or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
 Section 612. Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Notes shall have
the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee, provided that 
 (1) such direction shall not be in conflict with any rule of law or with this Indenture, and 
 (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. 
 However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 701, that the
Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction. Prior to taking any action under this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.
This Section 612 shall be in lieu of § 316(a)(1)(A) of the TIA, and such § 316(a)(1)(A) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. 
  

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 Section 613. Waiver of Past Defaults. The Holders of not less than a majority in aggregate
principal amount of the Outstanding Notes may on behalf of the Holders of all the Notes waive any existing Default hereunder and its consequences, except a Default: 
 (1) in the payment of the principal of or interest on any Note (which may only be waived with the consent of each Holder of Notes
affected), or 
 (2) in respect of a covenant or provision hereof that pursuant to the second paragraph of
Section 902 cannot be modified or amended without the consent of the Holder of each Outstanding Note affected. 
 Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereon. In case of any such waiver, the Company, any other obligor upon the Notes, the Trustee and the Holders shall be restored to their former positions and rights hereunder and under the Notes, respectively. This
paragraph of this Section 613 shall be in lieu of § 316(a)(1)(B) of the TIA, and such § 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. 
 Section 614. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture or the Notes, or in any suit against the Trustee for any action taken, suffered or omitted by
it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant. This Section 614 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Notes, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Note on or after the
respective Stated Maturity or Interest Payment Dates expressed in such Note. 
 Section 615. Waiver of Stay, Extension or Usury
Laws. The Company (to the extent that it may lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury or other similar law wherever
enacted, now or at any time hereafter in force, that would prohibit or forgive the Company from paying all or any portion of the principal of (or premium, if any) or interest on the Notes contemplated herein or in the Notes or that may affect the
covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 
  

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 ARTICLE VII 
 THE TRUSTEE 
 Section 701. Certain Duties and Responsibilities. (a) Except during the
continuance of an Event of Default, 
 (1) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof. 
 (b) In
case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person’s own affairs. 
 (c) No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (i) this paragraph does not limit the effect of Section 70l(a); (ii) the Trustee shall not be
liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes
or omits to take in good faith in accordance with a direction received by it pursuant to Section 612. 
 (d) No provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to
believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 
 (e) Whether or
not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and
Section 703. 
 Section 702. Notice of Defaults. If a Default occurs and is continuing and is known to the Trustee,
the Trustee must mail within 90 days after it occurs, to all Holders as their names and addresses appear in the Note Register, notice of such Default hereunder known to the Trustee unless such Default shall have been cured or waived;
provided, however, that, except in the case of a Default in the payment of the principal of, premium, if any, or interest on any Note, the Trustee shall be protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders. 
  

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 Section 703. Certain Rights of Trustee. Subject to the provisions of Section 701:

 (1) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper
party or parties; 
 (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company
Request or Company Order thereof, and any resolution of any Person’s Board of Directors shall be sufficiently evidenced if certified by an Officer of such Person as having been duly adopted and being in full force and effect on the date of such
certificate; 
 (3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be
proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate of the
Company; 
 (4) the Trustee may consult with counsel and the advice of such counselor and any Opinion of Counsel shall be full
and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 
 (5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 
 (6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, note, other evidence of indebtedness or other paper or document; 
 (7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it hereunder; 
 (8) the Trustee shall not be
deemed to have notice or be charged with knowledge of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or shall have received from the Company, any Guarantor or any other obligor upon the
Notes, or from Holders of at least 30% in principal amount of the Outstanding Notes, written notice thereof at its Corporate Trust Office and such notice references the Notes and this Indenture; 
  

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 (9) the rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed hereunder; and 
 (10) the permissive right of the Trustee to take any action under this Indenture shall not be construed as a duty to so act. 

Section 704. Not Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the Company of the Notes or the proceeds thereof. 
 Section 705. May Hold Notes. The Trustee, any Authenticating Agent, any Paying Agent, any Note Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Notes and,
subject to Section 708 and Section 713, may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Note Registrar or such other agent.

 Section 706. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except
to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. 
 Section 707. Compensation and Reimbursement. The Company agrees, 
 (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by the Trustee hereunder (which compensation
shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 
 (2) except as
otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable out-of-pocket expenses incurred by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and 
 (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith
on the Trustee’s part, arising out of or in connection with the administration of the trust or trusts hereunder, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors and defending itself against
any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. 
  

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 The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.
The provisions of this Section 707 shall survive the termination of this Indenture, or the resignation or removal of the Trustee. 
 To secure
the Company’s payment obligations in this Section 707, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except assets or money held in trust to pay
principal of or interest on particular Notes. 
 When the Trustee incurs expenses or renders services after an Event of Default specified in clauses
(vii) or (viii) of Section 601 occurs, such expenses (including the reasonable fees and expenses of its outside counsel) and the compensation for such services are intended to constitute expenses of administration under any Bankruptcy
Code. 
 Section 708. Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the
TIA, the Trustee shall eliminate such interest, apply to the SEC for permission to continue as Trustee with such conflict or resign, to the extent and in the manner provided by, and subject to the provisions of, the TIA and this Indenture. To the
extent permitted by the TIA, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Original Notes and Additional Notes, or a trustee under any other indenture between the
Company and the Trustee. 
 Section 709. Corporate Trustee Required; Eligibility. There shall at all times be one (and only one)
Trustee hereunder. The Trustee shall be a Person that is eligible pursuant to the TIA to act as such and has a combined capital and surplus (together with its corporate parent) of at least $50,000,000. If any such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the TIA, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 709, it shall resign
immediately in the manner and with the effect hereinafter specified in this Article. 
 Section 710. Resignation and Removal;
Appointment of Successor. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 711. 
 The Trustee may resign at any time by giving written notice thereof to the Company. If
the instrument of acceptance by a successor Trustee required by Section 711 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee. 
 The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Company. 
  

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 If at any time: 
 (1) the Trustee shall fail to comply with Section 708 after written request therefore by the Company or by any Holder who has
been a bona fide Holder of a Note for at least six months, or 
 (2) the Trustee shall cease to be eligible under
Section 709 and shall fail to resign after written request therefore by the Company or by any such Holder, or 
 (3) the Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or liquidation, 
 then, in any such case, (A) the Company may remove the Trustee,
or (B) subject to Section 614, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee or Trustees. 
 If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the Company shall promptly appoint a successor Trustee and shall comply with the applicable requirements of Section 711. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 711, become the successor Trustee and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 711, then, subject to Section 614, any Holder who has been a bona fide
Holder of a Note for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. 
 The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders in the
manner provided in Section 110. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. 
 Section 711. Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Trustee, every such successor Trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. 
  

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 Upon request of any such successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to above. 
 No successor
Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article VII. 
 Section 712. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this Article VII, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes shall have been
authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such
successor Trustee had itself authenticated such Notes. 
 Section 713. Preferential Collection of Claims Against the Company. If
and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Notes), the Trustee shall be subject to the provisions of the TIA regarding the collection of claims against the Company (or any such other obligor) or
realizing on certain property received by it in respect of such claims. 
 Section 714. Appointment of Authenticating Agent. The
Trustee may appoint an Authenticating Agent acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer, a copy of which instrument shall be promptly
furnished to the Company. Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication (or execution of a certificate of
authentication) by the Trustee includes authentication (or execution of a certificate of authentication) by such Authenticating Agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and
demands. 
 ARTICLE VIII 
 HOLDERS’ LISTS AND REPORTS BY 
 TRUSTEE AND THE COMPANY 
 Section 801. The Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee:

 (1) semi-annually, not more than 10 days after each Regular Record Date, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of such Regular Record Date, and 
  

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 (2) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; 
 provided, however, that if and to the extent and so long as the Trustee shall be the Note Registrar, no such list need be furnished pursuant to this Section 801. 
 Section 802. Preservation of Information; Communications to Holders. The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent list, if any, furnished to the Trustee as provided in Section 801 and the names and addresses of Holders received by the Trustee in its capacity as Note
Registrar; provided, however, that if and so long as the Trustee shall be the Note Registrar, the Note Register shall satisfy the requirements relating to such list. None of the Company, any Guarantor or the Trustee or any other Person
shall be under any responsibility with regard to the accuracy of such list. The Trustee may destroy any list furnished to it as provided in Section 801 upon receipt of a new list so furnished. 
 The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Notes, and the corresponding
rights and privileges of the Trustee, shall be as provided by the TIA. 
 Every Holder of Notes, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee, nor any agent of either of them, shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the TIA.

 Section 803. Reports by Trustee. Within 60 days after each December 15, beginning with December 15, 2007, the
Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the TIA at the times and in the manner provided pursuant thereto for so long as any Notes remain outstanding. A
copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee or any applicable listing agent with each stock exchange upon which any Notes are listed, with the SEC and with the Company. The Company will notify
the Trustee when any Notes are listed on any stock exchange. 
 ARTICLE IX 
 AMENDMENT, SUPPLEMENT OR WAIVER 
 Section 901. Without Consent of
Holders. Without the consent of the Holders of any Notes, the Company, the Trustee and (as applicable) each Subsidiary Guarantor may amend or supplement this Indenture or the Notes, for any of the following purposes: 
 (1) to cure or reform any ambiguity, mistake, manifest error, omission, defect or inconsistency; 
  

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 (2) to provide for the assumption by a Successor Company of the obligations of the
Company or a Subsidiary Guarantor under this Indenture; 
 (3) to provide for uncertificated Notes in addition to or in place
of certificated Notes; 
 (4) to add Guarantees with respect to the Notes, to secure the Notes, to confirm and evidence the
release, termination or discharge of any Guarantee or Lien with respect to or securing the Notes when such release, termination or discharge is provided for under this Indenture; 
 (5) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power conferred upon the Company;

 (6) to provide for or confirm the issuance of Additional Notes; 
 (7) to conform the text of this Indenture, the Notes or any Subsidiary Guarantee to any provision of the “Description of Senior
Notes” section of the Offering Circular to the extent that such provision in such “Description of Senior Notes” section was intended to be a verbatim recitation of a provision of this Indenture, such Subsidiary Guarantee or the Notes;

 (8) to increase the minimum denomination of the Notes to equal the dollar equivalent of €l,000 rounded up to the
nearest $1,000 (including for purposes of redemption or repurchase of any Note in part); 
 (9) to provide additional rights
or benefits to the Holders or make any change that does not materially adversely affect the rights of any Holder under the Notes or this Indenture; 
 (10) to release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or this Indenture in accordance with the applicable provisions of this Indenture; 
 (11) to provide for the appointment of a successor Trustee, provided that the successor Trustee is otherwise qualified and eligible
to act as such under the terms of this Indenture; or 
 (12) to comply with any requirement of the SEC in connection with the
qualification of this Indenture under the TIA or otherwise. 
 Section 902. With Consent of Holders. Subject to
Section 608, the Company, the Trustee and (if applicable) each Subsidiary Guarantor may amend or supplement this Indenture or the Notes with the written consent of the Holders of a majority in aggregate principal amount of the
Outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for Notes). 
  

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 Notwithstanding the provisions of this Section 902, without the consent of each Holder
affected, an amendment or waiver, including a waiver pursuant to Section 613, may not: 
 (i) reduce the principal
amount of the Notes whose Holders must consent to an amendment or waiver; 
 (ii) reduce the rate of or extend the time for
payment of interest on any Note; 
 (iii) reduce the principal of or extend the Stated Maturity of any Note; 
 (iv) reduce the premium payable upon the redemption of any Note or change the date on which any Note may be redeemed as described in
Section 1001; 
 (v) make any Note payable in money other than that stated in such Note; 
 (vi) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates
therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes; 
 (vii)
release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms hereof; or 
 (viii) make any change in the amendment or waiver provisions described in this paragraph. 
 It shall not be necessary for the consent of the Holders under this Section 902 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. 
 After an amendment, supplement or waiver
under this Section 902 becomes effective, the Company shall mail to the Holders, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver. 
 Section 903. Execution of Amendments, Supplements or Waivers. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does
not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment, supplement or waiver, the Trustee shall be entitled to receive, and
shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel to the effect that the execution of such amendment, supplement or waiver has been duly authorized, executed and delivered by the Company and that,
subject to applicable bankruptcy, 

  

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insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereinafter in effect affecting creditors’
rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such amendment, supplement or waiver is a
valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. 
 Section 904. Revocation and
Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of that Note or any Note that evidences all or any part of the same
debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. Subject to the following paragraph of this Section 904, any such Holder or subsequent Holder may revoke the consent as to such
Holder’s Note by written notice to the Trustee or the Company, received by the Trustee or the Company, as the case may be, before the date on which the Trustee receives an Officer’s Certificate certifying that the Holders of the requisite
principal amount of Notes have consented (and not theretofore revoked such consent) to the amendment, supplement or waiver. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to
consent to any amendment, supplement or waiver as set forth in Section 108. 
 After an amendment, supplement or waiver becomes
effective, it shall bind every Holder of Notes, unless it makes a change described in any of clauses (i) through (vii) of the second paragraph of Section 902. In that case, the amendment, supplement or waiver shall bind each
Holder of a Note who has consented to it and every subsequent Holder of such Note or any Note that evidences all or any part of the same debt as the consenting Holder’s Note. 
 Section 905. Conformity with TIA. Every amendment or supplemental indenture executed pursuant to this Article shall conform to the requirements of
the TIA as then in effect. 
 Section 906. Notation on or Exchange of Notes. If an amendment, supplement or waiver changes the terms
of a Note, the Trustee shall (if required by the Company and in accordance with the specific direction of the Company) request the Holder of the Note to deliver it to the Trustee. The Trustee shall (if required by the Company and in accordance with
the specific direction of the Company) place an appropriate notation on the Note about the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Note shall issue and
the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver. 
 ARTICLE X 
 REDEMPTION OF NOTES

 Section 1001. Right of Redemption. (a) The Notes will be redeemable, at the Company’s option, in whole or in part, at any
time and from time to time on or after May 1, 2010 and prior to maturity at the applicable redemption prices set forth below. Such redemption may 

  

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be made upon notice mailed by first-class mail to each Holder’s registered address in accordance with Section 1005. The Company may provide
in such notice that payment of the redemption price and the performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any such redemption and notice may, in the Company’s discretion, be
subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The Notes will be so redeemable at the following redemption prices (expressed as a percentage of principal amount),
plus accrued and unpaid interest, if any, to, but not including, the relevant Redemption Date (subject to Section 307), if redeemed during the 12-month period commencing on May 1 of the years set forth below: 
  

				
	 Redemption Period
	  	Price	 
	 2010
	  	104.375	%
	 2011
	  	102.917	%
	 2012
	  	101.458	%
	 2013 and thereafter
	  	100.000	%

 (b) In addition, at any time and from time to time on or prior to May 1, 2010, the Company,
at its option, may redeem Notes in an aggregate principal amount equal to up to 35% of the original aggregate principal amount of the Notes (including the principal amount of any Additional Notes), with funds in an aggregate amount (the
“Redemption Amount”) not exceeding the aggregate proceeds of one or more Equity Offerings, at a redemption price (expressed as a percentage of principal amount thereof) of 108.750%, plus accrued and unpaid interest, if any, to, but
not including, the Redemption Date (subject to Section 307); provided, however, that an aggregate principal amount of the Notes equal to at least 50% of the original aggregate principal amount of the Notes (including the
principal amount of any Additional Notes) must remain outstanding after each such redemption of the Notes. 
 The Company may make such
redemption upon notice mailed by first-class mail to each Holder’s registered address in accordance with Section 1005 (but in no event more than 180 days after the completion of the related Equity Offering). The Company may provide
in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any such notice may be given prior to the completion of the related Equity
Offering, and any such redemption or notice may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the completion of the related Equity Offering. 
 (c) At any time prior to May 1, 2010, such Notes may also be redeemed or purchased (by the Company or any other Person) in whole or in part, at the
Company’s option, at a price (the “Redemption Price”) equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest, if any, to, but not including, the Redemption Date (subject
to Section 307). Such redemption or purchase may be made upon notice mailed by first-class mail to each Holder’s registered address in accordance with Section 1005. The Company may provide in such notice that payment of
the Redemption Price and performance of the Company’s obligations with respect to such redemption or purchase may 

  

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be performed by another Person. Any such redemption, purchase or notice may, at the Company’s discretion, be subject to the satisfaction of one or more
conditions precedent, including but not limited to the occurrence of a Change of Control. 
 “Applicable Premium” means,
with respect to a Note at any Redemption Date, the greater of (i) 1.0% of the principal amount of such Note and (ii) the excess of (A) the present value at such Redemption Date of (1) the redemption price of such Note on
May 1, 2010 (such redemption price being that described in Section 100l(a)) plus (2) all required remaining scheduled interest payments due on such Note through such date (excluding accrued and unpaid interest through the
Redemption Date), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Note on such Redemption Date; as calculated by the Company or on behalf of the Company by such Person as the
Company shall designate; provided that such calculation shall not be a duty or obligation of the Trustee. 
 “Treasury
Rate” means, with respect to a Redemption Date, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release
H.15(519) that has become publicly available at least two Business Days prior to such Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period
from such Redemption Date to May 1, 2010; provided, however, that if the period from the Redemption Date to such date is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is
given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from
the Redemption Date to such date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. 
 Section 1002. Applicability of Article. Redemption or purchase of Notes as permitted by Section 1001 shall be made in accordance with
this Article X. 
 Section 1003. Election to Redeem; Notice to Trustee. In case of any redemption at the election of the
Company of less than all of the Notes, the Company shall, at least two Business Days (but not more than 60 days) prior to the date on which notice is required to be mailed or caused to be mailed to Holders pursuant to Section 1005,
notify the Trustee of such Redemption Date and of the principal amount of Notes to be redeemed. 
 Section 1004. Selection by Trustee of
Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee not more than 60 days prior to the Redemption Date on a pro rata basis or, to the extent a pro rata
basis is not permitted, by such other method as the Trustee shall deem to be fair and appropriate, although no Note of less than the Minimum Denomination in original principal amount or less will be redeemed in part. 
 The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption. 
  

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 For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the
redemption of Notes shall relate, in the case of any Note redeemed or to be redeemed only in part, to the portion of the principal of such Note that has been or is to be redeemed. 
 Section 1005. Notice of Redemption. Notice of redemption or purchase as provided in Section 1001 shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Notes to be redeemed, at such Holder’s address appearing in the Note Register. 
 Any such notice shall state: 
 (1) the expected Redemption Date; 
 (2) the redemption price (or the formula by which the redemption price will be
determined); 
 (3) if less than all Outstanding Notes are to be redeemed, the identification (and, in the case of partial
redemption, the portion of the respective principal amounts) of the Notes to be redeemed; 
 (4) that, on the Redemption Date,
the redemption price will become due and payable upon each such Note, and that, unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture,
interest thereon shall cease to accrue from and after said date; and 
 (5) the place where such Notes are to be surrendered
for payment of the redemption price. 
 In addition, if such redemption, purchase or notice is subject to satisfaction of one or more conditions precedent,
as permitted by Section 1001, such notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall
be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. 
 The Company may provide in such notice that payment of the redemption price and the performance of the Company’s obligations with respect to such
redemption may be performed by another Person. 
 Notice of such redemption or purchase of Notes to be so redeemed or purchased at the
election of the Company shall be given by the Company or, at the Company’s request (made to the Trustee at least 40 days (or such shorter period as shall be satisfactory to the 

  

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Trustee) prior to the Redemption Date), by the Trustee in the name and at the expense of the Company. Any such request will set forth the information to be
stated in such notice, as provided by this Section 1005. 
 The notice if mailed in the manner herein provided shall be
conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall
not affect the validity of the proceedings for the redemption of any other Note. 
 Section 1006. Deposit of Redemption Price. On or
prior to 12:00 p.m., New York City time, on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, the Company shall segregate and hold in trust as provided in
Section 403) an amount of money sufficient to pay the redemption price of, and any accrued and unpaid interest on, all the Notes or portions thereof which are to be redeemed on that date. 
 Section 1007. Notes Payable on Redemption Date. Notice of redemption having been given as provided in this Article X, the Notes so to be
redeemed shall, on the Redemption Date, become due and payable at the redemption price herein specified and from and after such date (unless the Company shall default in the payment of the redemption price or the Paying Agent is prohibited from
paying the redemption price pursuant to the terms of this Indenture) such Notes shall cease to bear interest. Upon surrender of such Notes for redemption in accordance with such notice, such Notes shall be paid by the Company at the redemption
price. Installments of interest whose Interest Payment Date is on or prior to the Redemption Date shall be payable to the Holders of such Notes registered as such on the relevant Regular Record Dates according to their terms and the provisions of
Section 307. 
 On and after any Redemption Date, if money sufficient to pay the redemption price of and any accrued and unpaid
interest on Notes called for redemption shall have been made available in accordance with Section 1006, the Notes (or the portions thereof) called for redemption will cease to accrue interest and the only right of the Holders of such
Notes (or portions thereof) will be to receive payment of the redemption price of and, subject to the last sentence of the preceding paragraph, any accrued and unpaid interest on such Notes (or portions thereof) to the Redemption Date. If any Note
(or portion thereof) called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate borne by the Note (or portion thereof).

 Section 1008. Notes Redeemed in Part. Any Note that is to be redeemed only in part shall be surrendered at the Place of Payment
(with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or its attorney duly authorized in writing) and the
Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Note so surrendered. 
  

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 ARTICLE XI 
 SATISFACTION AND DISCHARGE 
 Section 1101. Satisfaction and Discharge of Indenture. This
Indenture shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 
 (i) either

 (a) all Notes theretofore authenticated and delivered (other than Notes that have been destroyed, lost or stolen and that
have been replaced or paid as provided in Section 306, and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such
trust, as provided in Section 403) have been delivered to the Trustee for cancellation; or 
 (b) all such Notes
not theretofore delivered to the Trustee for cancellation 
 (1) have become due and payable, or 
 (2) will become due and payable at their Stated Maturity within one year, or 
 (3) have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the expense, of the Company, 
 (ii) the Company has irrevocably
deposited or caused to be deposited with the Trustee money or U.S. Government Obligations, or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the
Trustee cancelled or for cancellation, for principal (and premium, if any) and interest to, but not including, the date of such deposit (in the case of Notes that have become due and payable), or to the Stated Maturity or Redemption Date, as the
case may be (provided that if such redemption shall be pursuant to Section 1001(c), (x) the amount of money or U.S. Government Obligations or a combination thereof that the Company must irrevocably deposit or cause to be
deposited shall be determined using an assumed Applicable Premium calculated as of the date of such deposit, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by
Section 1006, as necessary to pay the Applicable Premium as determined on such date); 
 (iii) the Company has
paid or caused to be paid all other sums then payable hereunder by the Company; and 
  

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 (iv) the Company has delivered to the Trustee an Officer’s Certificate of the
Company and an Opinion of Counsel, each to the effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been complied with, provided that any such
counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). 
 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to
Section 110l(ii), the obligations of the Trustee under Section 1102 shall survive. 
 Section 1102. Application of
Trust Money. Subject to the provisions of the last paragraph of Section 403, all money and/or U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 1101 shall be held
in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium,
if any) and interest on the Notes; but such money need not be segregated from other funds except to the extent required by law. 
 ARTICLE XII

 DEFEASANCE OR COVENANT DEFEASANCE 
 Section 1201. The Company’s Option to Effect Defeasance or Covenant Defeasance. The Company may, concurrently (and not separately) at its option, at any time, elect to have terminated the obligations of
the Company with respect to Outstanding Notes, to have terminated all of the obligations of the Subsidiary Guarantors with respect to the Subsidiary Guarantees and to have any security then securing the Notes automatically released, in each case, as
set forth in this Article XII, and elect to have either Section 1202 or Section 1203 be applied to all of the Outstanding Notes (the “Defeased Notes”), upon compliance with the conditions set forth
below in Section 1204. Either Section 1202 or Section 1203 may be applied to the Defeased Notes to any Redemption Date or the Stated Maturity of the Notes. 
 Section 1202. Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable to this
Section 1202, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below are satisfied
(hereinafter, “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be
“Outstanding” only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have
satisfied all other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth 

  

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in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the
Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 and 403, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the
Trustee’s rights under Section 707, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with
respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under
Section 1203 with respect to the Notes. 
 Section 1203. Covenant Defeasance. Upon the Company’s exercise under
Section 1201 of the option applicable to this Section 1203, (a) the Company and the Subsidiary Guarantors shall be released from their respective obligations under any covenant or provision contained in
Section 405 and Sections 407 through 415 and the provisions of clauses (iii), (iv) and (v) of Section 50l(a) shall not apply, and (b) the occurrence of any event specified in clause (iv),
(v) (with respect to Section 405 and Sections 407 through 415, inclusive), (vi), (vii), (viii) (with respect to Subsidiaries), (ix) (with respect to Subsidiaries), (ix) or (x) of
Section 601 shall be deemed not to be or result in an Event of Default, in each case with respect to the Defeased Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant
Defeasance”), and the Notes shall thereafter be deemed not to be “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such
covenants or provisions, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Notes, the Company and the Subsidiary
Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant or provision, whether directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or provision or by reason of any reference in any such covenant or provision to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under
Section 601, but, except as specified above, the remainder of this Indenture and such Outstanding Notes shall be unaffected thereby. 
 Section 1204. Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1202 or Section 1203 to the Outstanding Notes: 
 (1) The Company shall have irrevocably deposited or caused to be deposited with the Trustee, in trust, money or U.S. Government
Obligations, or a combination thereof, in amounts as will be sufficient (without reinvestment), to pay and discharge the principal of, and premium, if any, and interest on the Defeased Notes to the Stated Maturity or relevant Redemption Date in
accordance with the terms of this Indenture and the Notes (provided that if such redemption shall be pursuant to Section 1001(c), (x) the amount of money or U.S. Government Obligations or a combination thereof that the
Company must irrevocably deposit or cause to be deposited shall be determined using an assumed Applicable Premium calculated as of the date of such deposit, and (y) the Company must irrevocably deposit or cause to be deposited additional money
in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such date); 
  

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 (2) No Default or Event of Default shall have occurred and be continuing on the date of
such deposit; 
 (3) Such deposit shall not result in a breach or violation of, or constitute a Default or Event of Default
under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; 
 (4) In the case of an election under Section 1202, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary exceptions and exclusions) to the effect that (x) the Company has received from,
or there has been published by, the Internal Revenue Service a ruling or (y) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm
to the effect that, the Holders of the Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Defeasance had not occurred; provided that such Opinion of Counsel need not be delivered if all Notes theretofore authenticated and delivered (other than (i) Notes that have been
destroyed, lost or stolen and that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in Section 403) not theretofore delivered to the Trustee for cancellation have become due and payable, will become due and payable at their Stated Maturity within one year,
or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee in the name, and at the expense, of the Company; 
 (5) In the case of an election under Section 1203, the Company shall have delivered to the Trustee an Opinion of Counsel
(subject to customary exceptions and exclusions) to the effect that the Holders of the Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and 
 (6) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that all conditions precedent provided for in this Section 1204 relating to
either the Defeasance under Section 1202 or the Covenant Defeasance under Section 1203, as the case may be, have been complied with. In rendering such Opinion of Counsel, counsel may rely on an Officer’s Certificate as
to compliance with the foregoing clauses (1), (2) and (3) of this Section 1204 or as to any matters of fact. 
  

 107 








 Section 1205. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous
Provisions. Subject to the provisions of the last paragraph of Section 403, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or such other Person that would qualify to act as
successor Trustee under Article VII, collectively and solely for purposes of this Section 1205, the “Trustee”) pursuant to Section 1204 in respect of the Defeased Notes shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 
 The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to
Section 1204, or the principal, premium, if any, and interest received in respect thereof, other than any such tax, fee or other charge that by law is for the account of the Holders of the Defeased Notes. 
 Anything in this Article XII to the contrary notwithstanding, the Trustee shall deliver to the Company from time to time, upon Company Request,
any money or U.S. Government Obligations held by it as provided in Section 1204 that, in the opinion of a nationally recognized accounting or investment banking firm expressed in a written certification thereof to the Trustee, are in
excess of the amount thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

 Section 1206. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in
accordance with Section 1202 or 1203, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations of the
Company and each of the Subsidiary Guarantors under this Indenture, the Notes and the Subsidiary Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 1202 or 1203, as the case may be,
until such time as the Trustee or Paying Agent is permitted to apply all such money and U.S. Government Obligations in accordance with Section 1202 or 1203, as the case may be; provided, however, that if the Company
or any Subsidiary Guarantor makes any payment of principal, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company or Subsidiary Guarantor, as the case may be, shall be subrogated to the rights of the
Holders of such Notes to receive such payment from the money and U.S. Government Obligations held by the Trustee or Paying Agent. 
 Section
1207. Repayment to the Company. The Trustee shall pay to the Company upon Company Request any money held by it for the payment of principal or interest that remains unclaimed for two years. After payment to the Company, Holders entitled to
money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another Person and all liability of the Trustee or Paying Agent with respect to such money shall thereupon cease. 
  

 108 








 ARTICLE XIII 
 GUARANTEES 
 Section 1301. Guarantees Generally. (a) Guarantee of Each Guarantor.
Each Guarantor, as primary obligor and not merely as surety, will jointly and severally, irrevocably, fully and unconditionally Guarantee, on an unsecured unsubordinated basis, the punctual payment when due, whether at Stated Maturity, by
acceleration or otherwise, of all monetary obligations of the Company under this Indenture and the Notes, whether for principal of or interest on the Notes, expenses, indemnification or otherwise (all such obligations guaranteed by the Subsidiary
Guarantors being herein called the “Subsidiary Guaranteed Obligations”). 
 The obligations of each Guarantor will be
limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including but not limited to any Guarantee by it of any Bank Indebtedness) and after giving effect to any collections from or
payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under the
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law, or being void or unenforceable under any law relating to insolvency of debtors. 
 (b) Further Agreements of Each Guarantor. (i) Each Guarantor hereby agrees that (to the fullest extent permitted by law) its
obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Indenture, the Notes or the obligations of the Company or any other Guarantor to the Holders or the Trustee hereunder or thereunder, the
absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same,
whether or not a notation concerning its Guarantee is made on any particular Note, or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a Guarantor. 
 (ii) Each Guarantor hereby waives (to the fullest extent permitted by law) the benefit of diligence, presentment, demand of payment,
filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that (except as otherwise provided in
Section 1303) its Guarantee will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Guarantee. Such Guarantee is a guarantee of payment and not of collection. Each
Guarantor further agrees (to the fullest extent permitted by law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, subject to this Article XIII, (1) the maturity of the obligations
guaranteed by its Guarantee may be accelerated as and to the extent provided in Article VI for the purposes of such Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed by such Guarantee, and (2) in the event of any acceleration of such obligations as provided in Article VI, such obligations (whether or not due and payable) shall forthwith become due and payable by 

  

 109 








 
such Guarantor in accordance with the terms of this Section 1301 for the purpose of such Guarantee. Neither the Trustee nor any other Person
shall have any obligation to enforce or exhaust any rights or remedies or to take any other steps under any security for the Subsidiary Guaranteed Obligations or against the Company or any other Person or any property of the Company or any other
Person before the Trustee is entitled to demand payment and performance by any or all Subsidiary Guarantors of their obligations under their respective Subsidiary Guarantees or under this Indenture. 
 (iii) Until terminated in accordance with Section 1303, each Guarantee shall remain in full force and effect and continue to
be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any
significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on such Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not
been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned. 
 (c) Each Subsidiary Guarantor that makes a payment or distribution under its Subsidiary Guarantee shall
have the right to seek contribution from the Company or any nonpaying Subsidiary Guarantor that has also Guaranteed the relevant Subsidiary Guaranteed Obligations in respect of which such payment or distribution is made, so long as the exercise of
such right does not impair the rights of the Holders under the Subsidiary Guarantees. 
 (d) Each Guarantor acknowledges that it will receive
direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its Guarantee, and the waiver set forth in Section 1305, are knowingly made in contemplation of such benefits. 
 (e) Each Guarantor, pursuant to its Guarantee, also hereby agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees
and expenses) incurred by the Trustee or the Holders in enforcing any rights under a Guarantee. 
 Section 1302. Continuing
Guarantees. (a) Each Guarantee shall be a continuing Guarantee and shall (i) subject to Section 1303, remain in full force and effect until payment in full of the principal amount of all Outstanding Notes (whether by payment at
maturity, purchase, redemption, defeasance, retirement or other acquisition) and all other obligations then due and owing, (ii) be binding upon such Guarantor and (iii) inure to the benefit of and be enforceable by the Trustee, the Holders
and their permitted successors, transferees and assigns. 
 (b) The obligations of each Guarantor hereunder shall continue to be effective or
shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced or terminated the obligations of any Guarantor hereunder and under its Guarantee (whether such payment shall have been made by or on behalf of the
Company or by or on behalf 

  

 110 








 
of a Guarantor) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or any
Guarantor or otherwise, all as though such payment had not been made. 
 Section 1303. Release of Guarantees. Notwithstanding the
provisions of Section 1302, a Guarantee will be subject to termination and discharge under the circumstances described in this Section 1303. A Guarantor will automatically and unconditionally be released from all obligations
under its Guarantee, and such Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) in the case of a Subsidiary Guarantor, concurrently with any direct or indirect sale or disposition (by merger,
consolidation or otherwise) of any Subsidiary Guarantor or any interest therein not prohibited by the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which
such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Indebtedness of the Company
under the Senior Credit Facility (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated, (iii) upon the merger or
consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Guarantor following or contemporaneously with the transfer of all of its
assets to the Company or another Guarantor (iv) concurrently with a Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this
Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause
any Subsidiary Guarantor that has not guaranteed payment by the Company of any Indebtedness of the Company under the Senior Credit Facility or the Senior Subordinated Notes to be unconditionally released from all obligations under its Subsidiary
Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. 
 Upon any such
occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Guarantee. 
 Section 1304. [Reserved]. 
 Section 1305. Waiver of Subrogation. Each Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of
the Company’s obligations under the Notes and this Indenture or such Guarantor’s obligations under its Subsidiary and this Indenture, including any right of subrogation, reimbursement, exoneration, indemnification, and any right to
participate in any claim or remedy of any Holder of Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are
discharged and paid in full. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and
held in trust for the benefit of, the Holders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this
Indenture. 
  

 111 








 Section 1306. Notation Not Required. Neither the Company nor any Guarantor shall be required to
make a notation on the Notes to reflect any Guarantee or any release, termination or discharge thereof. 
 Section 1307. Successors and
Assigns of Guarantors. All covenants and agreements in this Indenture by each Guarantor shall bind its respective successors and assigns, whether so expressed or not. 
 Section 1308. Execution and Delivery of Guarantees. The Company shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 414, and each Subsidiary
of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 414, to promptly execute and deliver to the Trustee a supplemental indenture substantially in the form set forth in Exhibit E to this
Indenture, evidencing its Subsidiary Guarantee on substantially the terms set forth in this Article XIII. Concurrently therewith, the Company shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance,
reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness),
whether considered in a proceeding at law or at equity, such supplemental indenture is a valid and binding agreement of such Restricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms. 
 Section 1309. Notices. Notice to any Guarantor shall be sufficient if addressed to such Guarantor in care of the Company at the address, place and
manner provided in Section 109. 
  

 112 








 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the date
first written above. 
  

			
	KAR Holdings, Inc.
		
	By:	 	 /s/ Eric M. Loughmiller

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

	Name:	 	Eric M. Loughmiller
	Title:	 	Authorized Signatory


  

 Signature Page to Indenture in respect of Senior FR Notes 









	
	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 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, Inc.
	ADESA Phoenix, LLC
	ADESA Properties Canada, Inc.
	ADESA San Diego, LLC
	ADESA-South Florida, LLC
	ADESA Southern Indiana, LLC
	ADESA Texas, Inc.
	ADESA Virginia, LLC
	ADESA Washington, LLC
	ADESA Wisconsin, LLC
	ADS Ashland, LLC
	ADS Priority Transport Ltd.
	Asset Holdings III, L.P.
	Auto Banc Corporation
	Auto Dealers Exchange of Concord, LLC
	Auto Dealers Exchange of Memphis, LLC
	Auto Disposal Systems, Inc.
	Automotive Finance Corporation
	Automotive Recovery Services, Inc.
	AutoVIN, Inc.
	PAR, Inc.










	
	Insurance Auto Auctions, Inc.
	Insurance Auto Auctions Corp.
	IAA Acquisition Corp.
	IAA Services, Inc.
	AFC CAL, LLC
	AFC of Minnesota Corporation
	AFC of TN, LLC










			
	TRUSTEE:
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Timothy P. Mowdy

	Name:	 	Timothy P. Mowdy
	Title:	 	Vice President


 Signature Page to Indenture in respect of Senior FR Notes 







 EXHIBIT A 
 Form of Initial Note1 
 KAR HOLDINGS, INC. 
 8 3/4% Senior Notes due 2014 
  

			
	CUSIP No.                     	  	No.     
	$            	  	

 KAR Holdings, Inc., a Delaware corporation
(“the Company,” which term includes their successors and assigns), promises to pay to             , or registered assigns, the principal sum of
$            ([            ] United States Dollars) [(or such lesser or greater amount as shall be outstanding hereunder
from time to time in accordance with Sections 312 and 313 of the Indenture referred to herein)]2 (the “Principal Amount”) on May 1,
2014. The Company promises to pay interest semiannually in cash on May 1 and November 1 of each year, commencing November 1, 2007, at the rate of 8 3/4% per annum (subject to adjustment as provided below)3, until the Principal
Amount is paid or made available for payment. [Interest on this Note will accrue from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly provided for or, if no interest has been paid, from the
Issue Date.]4 [Interest on this Note will accrue (or will be deemed to have accrued) from the most recent date to which interest on this Note or any of its
Predecessor Notes has been paid or duly provided for or, if no such interest has been paid, from            ,
            5.]6 Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be April 15 or October 15
(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Notes not more than 15 days nor less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 


	 1
	 Insert any applicable legends from Article II.




	 2
	 Include only if the Note is issued in global form.




	 3
	 Include only for Initial Note. 



	 4
	 Include only for Original Notes. 



	 5
	 Insert the Interest Payment Date immediately preceding the date of issuance of the
applicable Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, such date of issuance. 



	 6
	 Include only for Additional Notes. 


  

 A-1 








 [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated
April 20, 2007, among the Company, the Subsidiary Guarantors and the initial purchasers named therein (the “Registration Rights Agreement”). Until (i) this Note has been exchanged for an Exchange Security (as defined in
the Registration Rights Agreement) in an Exchange Offer (as defined in the Registration Rights Agreement); (ii) a Shelf Registration Statement (as defined in the Registration Rights Agreement) registering this Note under the Securities Act has
been declared or becomes effective and this Note has been sold or otherwise transferred by the Holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iii) this Note is sold pursuant to Rule 144
under circumstances in which any legend borne by this Note relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Company or pursuant to the Indenture referred to herein; or (iv) this Note
is eligible to be sold pursuant to paragraph (k) of Rule 144: From and including the date on which a Registration Default (as defined below) shall occur to but excluding the date on which such Registration Default has been cured, additional
interest will accrue on this Note until such time as all Registration Defaults have been cured with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Special Interest will be paid in an amount
equal to $.05 per week per $1,000 principal amount of Transfer Restricted Securities. The amount of the Special Interest will increase by an additional $.05 per week per $1,000 principal amount of Transfer Restricted Securities with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Special Interest for all Registration Defaults of $.50 per week per $1,000 principal amount of Transfer Restricted Securities. Any such additional
interest shall be paid in the same manner and on the same dates as interest payments in respect of this Note. Following the cure of all Registration Defaults, the accrual of such additional interest will cease. 
 A Registration Default under clause (i) or (ii) below will be deemed cured upon
consummation of the Exchange Offer in the case of a Shelf Registration Statement required to be filed due to a failure to consummate the Exchange Offer within the required time period. For purposes of the foregoing, each of the following events, as
more particularly defined in the Registration Rights Agreement, is a “Registration Default”: (i) the Company and the Guarantors fail to consummate the Exchange Offer within 360 days after the Issue Date; or (ii) the Shelf
Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in the registration
rights agreement.]7 8 
 Payment of the principal of (and premium, if any) and interest on this Note will be made at the office of the applicable Paying Agent, or such other
office or agency of the Company maintained for that purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall
appear in the Note Register. 


	 7
	 Include only for Initial
Note when required by the Registration Rights Agreement. 



	 8
	 For an Initial Additional
Note, add any similar provision, if any, as may be agreed by the Company with respect to additional interest on such Initial Additional Note. 


  

 A-2 








 Reference is hereby made to the further provisions of this Note set forth on the attached Additional
Terms of the Notes, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the
certificate of authentication hereon has been executed by the Trustee referred to herein by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
  

 A-3 








 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 
  

			
	KAR HOLDINGS, INC.
		
	By	 	  

	Name:	 	
	Title:	 	


  

 A-4 








 This is one of the Notes referred to in the within-mentioned Indenture. 
  

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION
 As
Trustee

		
	By	 	  

		 	Authorized officer


 Dated:
                     
  

 A-5 








 Additional Terms of the Notes 
 This Note is one of the duly authorized issue of 8 3/4% Senior Notes due 2014 of the Company (herein called the “Notes”), issued under an Indenture, dated as of April 20, 2007 (herein
called the “Indenture,” which term shall have the meanings assigned to it in such instrument), among the Company, the Guarantors from time to time parties thereto (“the Guarantors”) and Wells Fargo Bank, National
Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, any other obligor upon this Note, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms of the Notes include those
stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, as in effect from time to time (the “TIA”). The Notes are subject to all such terms, and Holders are
referred to the Indenture and the TIA for a statement of such terms. Additional Notes may be issued under the Indenture which will vote as a class with the Notes and otherwise be treated as Notes for purposes of the Indenture. 
 All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. 
 This Note may hereafter be entitled to certain other Guarantees made for the benefit of the Holders. Reference is made to Article XIII of the Indenture
for terms relating to such Guarantees, including the release, termination and discharge thereof. Neither the Company nor any Guarantor shall be required to make any notation on this Note to reflect any Guarantee or any such release, termination or
discharge. 
 The Notes will be redeemable, at the Company’s option, in whole or in part, at any time and from time to time on and after
May 1, 2010, and prior to maturity at the applicable redemption price set forth below. Such redemption may be made upon notice mailed by first-class mail to each Holder’s registered address in accordance with the Indenture. The Company may
provide in such notice that payment of the redemption price and the performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any such redemption and notice may, in the Company’s
discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The Notes will be so redeemable at the following redemption prices (expressed as a percentage of
principal amount), plus accrued and unpaid interest, if any, to the relevant Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed
during the 12-month period commencing on May 1 of the years set forth below: 
  

				
	 Period
	  	Redemption Price	 
	 2010
	  	104.375	%
	 2011
	  	102.917	%
	 2012
	  	101.458	%
	 2013 and thereafter
	  	100.000	%

  

 A-6 








 In addition, at any time and from time to time on or prior to May 1, 2010, the Company, at its
option, may redeem Notes in an aggregate principal amount equal to up to 35% of the original aggregate principal amount of Notes (including the principal amount of any Additional Notes), with funds in an aggregate amount not exceeding the aggregate
proceeds of one or more Equity Offerings, at a redemption price (expressed as a percentage of principal amount thereof) of 108.750%, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of
Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that an aggregate principal amount of Notes equal to at least 50% of the original aggregate principal
amount of Notes (including the principal amount of any Additional Notes) must remain outstanding after each such redemption. The Company may make such redemption upon notice mailed by first-class mail to each Holder’s registered address in
accordance with the Indenture (but in no event more than 180 days after the completion of the related Equity Offering). The Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations
with respect to such redemption may be performed by another Person. Any such notice may be given prior to the completion of the related Equity Offering, and any such redemption or notice may, at the Company’s discretion, be subject to the
satisfaction of one or more conditions precedent, including the completion of the related Equity Offering. At any time prior to May 1, 2010, such Notes may also be redeemed or purchased (by the Company or any other Person) in whole or in part,
at the Company’s option, at a price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record
on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Such redemption or purchase may be made upon notice mailed by first-class mail to each Holder’s registered address in accordance with the Indenture. The
Company may provide in such notice that payment of the Redemption Price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person. Any such redemption, purchase or notice may, at
the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. 
 The Indenture provides that, upon the occurrence after the Issue Date of a Change of Control, each Holder will have the right to require that the Company repurchase all or any part of such Holder’s Notes at a
purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase (subject to the right of Holders of record on the relevant Record Date to receive
interest due on the relevant Interest Payment Date); provided, however, that the Company shall not be obligated to repurchase Notes in the event it has exercised its right to redeem all the Notes as described above. 
 The Notes will not be entitled to the benefit of a sinking fund. 
 The Indenture contains provisions for defeasance at any time of the entire Indebtedness of this Note or certain restrictive covenants and certain Events of Default with respect to this Note, in each case upon
compliance with certain conditions set forth in the Indenture. 
  

 A-7 








 If an Event of Default with respect to the Notes shall occur and be continuing, the principal of and
accrued but unpaid interest on the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 
 The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes to be effected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of at least a majority in principal amount of the Notes at the time Outstanding to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in
principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note. 
 As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Notes, the Holders of not less than 30% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to pursue such remedy in respect of
such Event of Default as Trustee and offered the Trustee reasonable security or indemnity against any loss, liability or expense, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time
Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of security or indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 
 No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note Register, upon
surrender of this Note for registration of transfer at the office or agency of the Company in a Place of Payment, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly
executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Notes of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees. 
 The Notes are issuable only in fully registered form without coupons in minimum denominations of $2,000 or, if
greater at the Issue Date, the dollar equivalent of €1,000 rounded 

  

 A-8 








 
up to the nearest $1,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set
forth, the Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for any such registration, transfer or exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax or other governmental charge payable in connection therewith. 
 Prior to due presentment of this Note for registration or
transfer, the Company, any other obligor in respect of this Note, the Trustee and any agent of the Company, such other obligor or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or
not this Note be overdue, and none of the Company, any other obligor upon this Note, the Trustee nor any such agent shall be affected by notice to the contrary. 
 No director, officer, employee, incorporator, equity holder, member or stockholder, as such, of the Company, any Guarantor or any Subsidiary of any thereof shall have any liability for any obligation of the Company or
any Guarantor under the Indenture, the Notes or any Guarantee, or for any claim based on, in respect of, or by reason of, any such obligation or its creation. Each Holder, by accepting this Note, hereby waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes. 
 THE INDENTURE AND THE NOTES 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 THE INDENTURE, THE NOTES OR THE GUARANTEES. 
  


 A-9 








 GUARANTEE 
 For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if
any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or
performance of all other Obligations of the Company under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article XIII of the
Indenture and this Guarantee. This Guarantee will become effective in accordance with Article XIII of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it
is not affixed to any particular Note. 
 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the
Indenture, dated as of April 20, 2007, among KAR Holdings, Inc., a Delaware corporation (the “the Company”), the Guarantors from time to time parties thereto and Wells Fargo Bank, National Association, as Trustee. 
 THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH GUARANTOR HEREBY AGREES 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 GUARANTEE. 
 This Guarantee is subject to release upon the terms set forth in the Indenture. 
  

 A-10 









			
	[Guarantors]
		
	By	 	  

	Name:	 	
	Title:	 	


  

 A-11 








 [FORM OF CERTIFICATE OF TRANSFER] 
 FOR VALUE RECEIVED the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto 
 Insert Taxpayer Identification No. 
 (Please print or typewrite name and address including zip code of assignee) 

 

			
	  
	  	
	  
	  	

 the within Note and all rights thereunder, hereby irrevocably constituting and appointing 
  

			
	  
	  	

 attorney to transfer such Note on the books of the Company with full power of substitution in the premises.

 Check One 
  

			
	 ̈ (a)	  	this Note is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder.

 or 
  

			
		
	 ̈ (b)	  	this Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the
Indenture.

 If neither of the foregoing boxes is checked, the Trustee or other Note Registrar shall not be obligated to
register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 313 of the Indenture shall have been satisfied. 
 Date:                     
  

 A-12 









					
		 		  	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change
whatsoever.

 Signature Guarantee:
                                        

 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which
requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  

 A-13 








 TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. 
 The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule
144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

					
	Dated:                     	 		 	  

		 		 	NOTICE: To be executed by an executive officer

  

 A-14 








 OPTION OF HOLDER TO ELECT PURCHASE 
 If you wish to have this Note purchased by the Company pursuant to Section 411 or 415 of the Indenture, check the box:   ̈. 
 If you wish to have a portion of this Note
purchased by the Company pursuant to Section 411 or 415 of the Indenture, state the amount (in principal amount) below: 
 $             
 Date:
                     
 Your Signature:
                                        

 (Sign exactly as your name appears on the other side of this Note) 
 Signature Guarantee:
                                        

 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which
requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  

 A-15 








 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE 
 The following increases or decreases in this Global Note have been made: 
  

									
	 Date of Exchange
	 	 Amount of decreases
 in Principal Amount
 of this Global
Note
	 	 Amount of increases
 in Principal Amount
 of this Global
Note
	 	 Principal amount of
 this Global Note
 following such

 decreases or
 increases
	 	 Signature of
 authorized officer of
 Trustee or Notes
 Custodian


  

 A-16 








 EXHIBIT B 
 Form of Exchange Note9 
 KAR HOLDINGS, INC. 
 8 3/4% Senior Notes due 2014 
  

			
	CUSIP No.                     	  	No.     
	$            	  	

 KAR Holdings, Inc., a Delaware corporation
(“the Company,” which term includes their successors and assigns), promises to pay to             , or registered assigns, the principal sum of
$            ([            ] United States Dollars) [(or such lesser or greater amount as shall be outstanding hereunder
from time to time in accordance with Sections 312 and 313 of the Indenture referred to herein)]10 (the “Principal Amount”) on May 1,
2014. The Company promises to pay interest semiannually in cash on May 1 and November 1 of each year, commencing August 1, 2007, at the rate of 8 3/4% per annum (subject to adjustment as provided below)11, until the Principal
Amount is paid or made available for payment. [Interest on this Note will accrue from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly provided for or, if no interest has been paid, from the
Issue Date.]12 [Interest on this Note will accrue (or will be deemed to have accrued) from the most recent date to which interest on this Note or any of
its Predecessor Notes has been paid or duly provided for or, if no such interest has been paid, from            ,
            13.]14 Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the April 15 or October 15 (whether or not
a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes not more than 15 days nor less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said Indenture. 


	 9
	 Insert any applicable legends from Article II.




	 10
	 Include only if the Note
is issued in global form. 



	 11
	 Include only for Initial Note. 



	 12
	 Include only for Original Notes. 



	 13
	 Insert the Interest Payment Date immediately preceding the date of issuance of the
applicable Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, such date of issuance. 



	 14
	 Include only for Additional Notes. 


  

 B-1 








 Payment of the principal of (and premium, if any) and interest on this Note will be made at the office of
the applicable Paying Agent, or such other office or agency of the Company maintained for that purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Note Register. 
 Reference is hereby made to the further provisions of this Note set
forth on the attached Additional Terms of the Notes, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the Trustee referred to herein by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose. 
  

 B-2 








 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 
  

			
	KAR HOLDINGS, INC.
		
	By	 	  

	Name:	 	
	Title:	 	


  

 B-3 








 This is one of the Notes referred to in the within-mentioned Indenture. 
  

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION
 As
Trustee

		
	By	 	  

	Authorized officer


 Dated:
                     
  

 B-4 








 Additional Terms of the Notes 
 This Note is one of the duly authorized issue of 8 3/4% Senior Notes due 2014 of the Company (herein called the “Notes”), issued under an Indenture, dated as of April 20, 2007 (herein
called the “Indenture,” which term shall have the meanings assigned to it in such instrument), among the Company, the Guarantors from time to time parties thereto (“the Guarantors”) and Wells Fargo Bank, National
Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, any other obligor upon this Note, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms of the Notes include those
stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, as in effect from time to time (the “TIA”). The Notes are subject to all such terms, and Holders are
referred to the Indenture and the TIA for a statement of such terms. Additional Notes may be issued under the Indenture which will vote as a class with the Notes and otherwise be treated as Notes for purposes of the Indenture. 
 All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. 
 This Note may hereafter be entitled to certain other Guarantees made for the benefit of the Holders. Reference is made to Article XIII of the Indenture
for terms relating to such Guarantees, including the release, termination and discharge thereof. Neither the Company nor any Guarantor shall be required to make any notation on this Note to reflect any Guarantee or any such release, termination or
discharge. 
 The Notes will be redeemable, at the Company’s option, in whole or in part, at any time and from time to time on and after
May 1, 2010, and prior to maturity at the applicable redemption price set forth below. Such redemption may be made upon notice mailed by first-class mail to each Holder’s registered address in accordance with the Indenture. The Company may
provide in such notice that payment of the redemption price and the performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any such redemption and notice may, in the Company’s
discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The Notes will be so redeemable at the following redemption prices (expressed as a percentage of
principal amount), plus accrued and unpaid interest, if any, to the relevant Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed
during the 12-month period commencing on May 1 of the years set forth below: 
  

				
	 Period
	  	Redemption Price	 
	 2010
	  	104.375	%
	 2011
	  	102.917	%
	 2012
	  	101.458	%
	 2013 and thereafter
	  	100.000	%

  

 B-5 








 In addition, at any time and from time to time on or prior to May 1, 2010, the Company, at its
option, may redeem Notes in an aggregate principal amount equal to up to 35% of the original aggregate principal amount of Notes (including the principal amount of any Additional Notes), with funds in an aggregate amount not exceeding the aggregate
proceeds of one or more Equity Offerings, at a redemption price (expressed as a percentage of principal amount thereof) of 108.750%, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of
Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that an aggregate principal amount of Notes equal to at least 50% of the original aggregate principal
amount of Notes (including the principal amount of any Additional Notes) must remain outstanding after each such redemption. The Company may make such redemption upon notice mailed by first-class mail to each Holder’s registered address in
accordance with the Indenture (but in no event more than 180 days after the completion of the related Equity Offering). The Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations
with respect to such redemption may be performed by another Person. Any such notice may be given prior to the completion of the related Equity Offering, and any such redemption or notice may, at the Company’s discretion, be subject to the
satisfaction of one or more conditions precedent, including the completion of the related Equity Offering. 
 The Indenture provides that,
upon the occurrence after the Issue Date of a Change of Control, each Holder will have the right to require that the Company repurchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount
thereof plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date);
provided, however, that the Company shall not be obligated to repurchase Notes in the event it has exercised its right to redeem all the Notes as described above. 
 The Notes will not be entitled to the benefit of a sinking fund. 
 The Indenture contains provisions for defeasance at any time of the entire Indebtedness of this Note or certain restrictive covenants and certain Events of Default with respect to this Note, in each case upon
compliance with certain conditions set forth in the Indenture. 
 If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of and accrued but unpaid interest on the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes to be effected
under the Indenture at any time by the Company and the Trustee with the consent of the Holders of at least a majority in principal amount of the Notes at the time Outstanding to be affected. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such 

  

 B-6 








 
consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 
 As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee
or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes, the Holders of not less than 30% in principal amount of the Notes at the time
Outstanding shall have made written request to the Trustee to pursue such remedy in respect of such Event of Default as Trustee and offered the Trustee reasonable security or indemnity against any loss, liability or expense, and the Trustee shall
not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice,
request and offer of security or indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates
expressed herein. 
 No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note Register, upon
surrender of this Note for registration of transfer at the office or agency of the Company in a Place of Payment, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly
executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Notes of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees. 
 The Notes are issuable only in fully registered form without coupons in minimum denominations of $2,000 or, if
greater at the Issue Date, the dollar equivalent of €1,000 rounded up to the nearest $1,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for any such registration, transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or other governmental charge payable in connection
therewith. 
 Prior to due presentment of this Note for registration or transfer, the Company, any other obligor in respect of this Note, the
Trustee and any agent of the Company, such other obligor or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Company, any other obligor
upon this Note, the Trustee nor any such agent shall be affected by notice to the contrary. 
  

 B-7 








 No director, officer, employee, incorporator, equity holder, member or stockholder, as such, of the
Company, any Guarantor or any Subsidiary of any thereof shall have any liability for any obligation of the Company or any Guarantor under the Indenture, the Notes or any Guarantee, or for any claim based on, in respect of, or by reason of, any such
obligation or its creation. Each Holder, by accepting this Note, hereby waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 
 THE INDENTURE AND THE NOTES 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 THE INDENTURE, THE NOTES OR THE GUARANTEES. 
  

 B-8 








 GUARANTEE 
 For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if
any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or
performance of all other Obligations of the Company under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article XIII of the
Indenture and this Guarantee. This Guarantee will become effective in accordance with Article XIII of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it
is not affixed to any particular Note. 
 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the
Indenture, dated as of April 20, 2007, among KAR Holdings, Inc., a Delaware corporation (the “the Company”), the Guarantors from time to time parties thereto and Wells Fargo Bank, National Association, as Trustee. 
 THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH GUARANTOR HEREBY AGREES 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 GUARANTEE. 
 This Guarantee is subject to release upon the terms set forth in the Indenture. 
  

 B-9 









			
	KAR HOLDING, INC.
		
	By	 	  

	Name:	 	
	Title:	 	
	
	[Guarantors]
		
	By	 	  

	Name:	 	
	Title:	 	


  

 B-10 








 [FORM OF CERTIFICATE OF TRANSFER] 
 FOR VALUE RECEIVED the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto 
 Insert Taxpayer Identification No. 
 (Please print or typewrite name and address including zip code of assignee) 

 

			
	  
	  	
	  
	  	

 the within Note and all rights thereunder, hereby irrevocably constituting and appointing 
  

			
	  
	  	

 attorney to transfer such Note on the books of the Company with full power of substitution in the premises.

  

							
		 		 		 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change
whatsoever.

 Signature Guarantee:
                                        

 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which
requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  

 B-11 








 OPTION OF HOLDER TO ELECT PURCHASE 
 If you wish to have this Note purchased by the Company pursuant to Section 411 or 415 of the Indenture, check the box:   ̈. 
 If you wish to have a portion of this Note
purchased by the Company pursuant to Section 411 or 415 of the Indenture, state the amount (in principal amount) below: 
 $             
 Date:                     
 Your
Signature:                                      
   
 (Sign exactly as your name appears on the other side of this Note) 
 Signature
Guarantee:                                      
   
 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  

 B-12 








 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE 
  

									
	 Date of Exchange
	 	 Amount of decreases
 in Principal Amount
 of this Global
Note
	 	 Amount of increases
 in Principal Amount
 of this Global
Note
	 	 Principal amount of
 this Global Note
 following such

 decreases or
 increases
	 	 Signature of
 authorized officer of
 Trustee or Notes
 Custodian


  

 B-13 








 EXHIBIT C 
 Form of Certificate of Beneficial Ownership 
 On or after
[            ], 20[    ] 
 WELLS FARGO BANK, 
 NATIONAL ASSOCIATION 
 Sixth & Marquette; N9303-120 
 Minneapolis, MN 55479 
  

	 	Re:	KAR Holdings, Inc. (the “Company”) 

 8 3/4% Senior Notes due 2014 (the “Notes”) 
 Ladies and Gentlemen: 
 This letter relates to
$[            ] million aggregate principal amount of Notes represented by the offshore [temporary] global note certificate (the “[Temporary] Regulation S Global
Note”). Pursuant to Section 313(3) of the Indenture dated as of April 20, 2007 relating to the Notes (the “Indenture”), we hereby certify that (1) we are the beneficial owner of such principal amount
of Notes represented by the [Temporary] Regulation S Global Note and (2) we are either (i) a Non-U.S. Person to whom the Notes could be transferred in accordance with Rule 903 or 904 of Regulation S (“Regulation S”)
promulgated under the Securities Act of 1933, as amended (the “Act”) or (ii) a U.S. Person who purchased securities in a transaction that did not require registration under the Act. 
 You, the Company and counsel for the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof
to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. 
  

			
	Very truly yours,
	
	[Name of Holder]
		
	By:	 	  

		 	Authorized Signature


  

 C-1 








 EXHIBIT D 
 Form of Regulation S Certificate 
 Regulation S Certificate 
 WELLS FARGO BANK, 
 NATIONAL ASSOCIATION 
 Sixth & Marquette; N9303-120 
 Minneapolis, MN 55479 
  

	 	Re:	KAR Holdings, Inc. (the “Company”) 

 8 3/4% Senior Notes due 2014 (the “Notes”) 
 Ladies and Gentlemen: 
 In connection with our proposed sale of
$[            ] million aggregate principal amount of Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S (“Regulation
S”) under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly, we hereby certify as follows: 
 1. The offer of the Notes was not made to a person in the United States (unless such person or the account held by it for which it is acting is excluded from the definition of “U.S. person” pursuant to Rule
902(k) of Regulation S under the circumstances described in Rule 902(h)(3) of Regulation S) or specifically targeted at an identifiable group of U.S. citizens abroad. 
 2. Either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our
behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows
that the transaction was pre-arranged with a buyer in the United States. 
 3. No directed selling efforts have been made in
the United States in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2) of Regulation S, as applicable. 
 4. The proposed transfer of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act. 
 5. If we are a dealer or a person receiving a selling concession or other fee or remuneration in respect of the Notes, and the proposed transfer takes place before the end of the distribution compliance period under
Regulation S, or we are an officer or director of the Company or a distributor, we certify that the proposed transfer is being made in accordance with the provisions of Rules 903 and 904 of Regulation S. 
  

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 6. If the proposed transfer takes place before the end of the distribution compliance
period under Regulation S, the beneficial interest in the Notes so transferred will be held immediately thereafter through Euroclear (as defined in the Indenture) or Clearstream (as defined in the Indenture). 
 7. We have advised the transferee of the transfer restrictions applicable to the Notes. 
 You, the Company and counsel for the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a
copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. 
  

			
	Very truly yours,
	
	[NAME of SELLER]
		
	By:	 	  

	Name:	 	
	Title:	 	
	Address:	 	


 Date of this Certificate:             
    , 20     
  

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 EXHIBIT E 
 Form of Supplemental Indenture in Respect of Subsidiary Guarantee 
 SUPPLEMENTAL INDENTURE, dated as
of [                    ] (this “Supplemental Indenture”), among [name of Subsidiary Guarantor(s)] (the “Subsidiary
Guarantor(s)”), 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 Wells Fargo Bank, National Association, as trustee (“the Trustee”) under the Indenture referred to below. 
 WITNESSETH: 
 WHEREAS, the Company, any Existing
Guarantors and the Trustee have heretofore become parties to an Indenture, dated as of April 20, 2007 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 8 3/4% Senior Notes due 2014 of the Company (the “Notes”); 
 WHEREAS, Section 1308 of the Indenture provides that the Company is required to cause the Subsidiary Guarantors to execute and deliver to the
Trustee a supplemental indenture pursuant to which the Subsidiary Guarantors 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
Article XIII of the Indenture; 
 WHEREAS, each 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 such Subsidiary Guarantor is dependent on the financial performance and condition of the Company, the obligations hereunder of which
such Subsidiary Guarantor has guaranteed, and on such 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 Guarantors, 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.

  

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 2. Agreement to Guarantee. [The] [Each] Subsidiary Guarantor hereby agrees, jointly and severally
with [all] [any] other Subsidiary Guarantors and 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. Termination, Release and Discharge. [The] [Each] Subsidiary Guarantor’s Subsidiary Guarantee shall terminate and be of no further force or effect, and [the] [each] Subsidiary Guarantor shall be released
and discharged from all obligations in respect of such Subsidiary Guarantee, as and when provided in Section 1303 of the Indenture. 
 4. 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] [each]
Subsidiary Guarantor’s Subsidiary Guarantee or any provision contained herein or in Article XIII of the Indenture. 
 5.
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. 

6. 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. 
 7. 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. 
 8. 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. 
  

			
	 [NAME OF SUBSIDIARY GUARANTOR(S)],
 as
Subsidiary Guarantor

		
	By	 	  

	Name:	 	
	Title:	 	
	
	KAR HOLDINGS, INC.
		
	By	 	  

	Name:	 	
	Title:	 	
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee

		
	By	 	  

		 	Authorized Officer


  

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 EXHIBIT F 
 [Form of Certificate from Acquiring Institutional Accredited Investors] 
 Certificate from
Acquiring Institutional Accredited Investor 
 WELLS FARGO BANK, 
 NATIONAL ASSOCIATION 
 Sixth & Marquette; N9303-120 
 Minneapolis, MN 55479 
  

	 	Re:	KAR Holdings, Inc. (the “Company”) 

 8 3/4% Senior Notes due 2014 (the “Notes”) 
 Ladies and Gentlemen: 
 In connection with our proposed sale of
$[            ] million aggregate principal amount of Notes, we confirm that: 
 1. We understand that any subsequent transfer of the Notes is subject to certain restrictions and conditions set forth in the Indenture dated as of April 20, 2007 relating to the Notes (the
“Indenture”) and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the
“Securities Act”). 
 2. We understand that the Notes have not been registered under the Securities Act or
any other applicable securities law, and that the Notes may not be offered, sold or otherwise transferred except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should offer, sell, transfer, pledge, hypothecate or otherwise dispose of any Notes within two years after the original issuance of the Notes, we will do so only (A) to the Company, (B) inside the United States to a
“qualified institutional buyer” in compliance with Rule 144A under the Securities Act, (C) inside the United States to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes to you
a signed letter substantially in the form of this letter, (D) outside the United States to a foreign person in compliance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the exemption from registration provided by
Rule 144 under the Securities Act (if available), or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the Notes from us a notice advising such
purchaser that resales of the Notes are restricted as stated herein and in the Indenture. 
 3. We understand that, on any
proposed transfer of any Notes prior to the later of the original issue date of the Notes and the last date the Notes were held by an affiliate of the Company pursuant to paragraphs 2(C), 2(D) and 2(E) above, we will be required to furnish to you
and the Company such certifications, legal opinions and other information 

  

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as you and the Company may reasonably require to confirm that the proposed transfer complies with the foregoing restrictions. We further understand that the
Notes purchased by us will bear a legend to the foregoing effect. 
 4. We are an institutional “accredited
investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the
Notes, and we and any accounts for which we are acting are acquiring the Notes for investment purposes and not with a view to, or offer or sale in connection with, any distribution in violation of the Securities Act, and we are each able to bear the
economic risk of our or its investment. 
 5. We are acquiring the Notes purchased by us for our own account or for one or
more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion. 
 You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. 
  

			
	Very truly yours,
	
	(Name of Transferee)
		
	By	 	  

		 	Authorized Signature


  

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