Sixth Supplemental Indenture - 8 3/4% Senior Notes



 Exhibit 4.9(b) 

SIXTH SUPPLEMENTAL INDENTURE, dated as of February 23, 2010 (this “Supplemental Indenture”), among Auto Portfolio
Services, LLC, an Indiana limited liability company (the “Subsidiary Guarantor”), KAR Auction Services, Inc. (formerly known as KAR Holdings, Inc.), a Delaware corporation (the “Company,” which term includes its
successors and assigns), each other then existing Guarantor under the Indenture referred to below (the “Existing Guarantors” and, together with the Subsidiary Guarantor, the “Guarantors”), and Wells Fargo Bank,
National Association, as trustee (the “Trustee”) under the Indenture referred to below. 
 WITNESSETH:

 WHEREAS, the Company, the Existing Guarantors and the Trustee have heretofore become parties to an
Indenture, dated as of April 20, 2007 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of
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 Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the Subsidiary Guarantor shall guarantee the Company’s Subsidiary Guaranteed Obligations under the Notes pursuant to a Subsidiary
Guarantee on the terms and conditions set forth herein and in Article XIII of the Indenture; 
 WHEREAS, the Subsidiary
Guarantor desires to enter into such supplemental indenture for good and valuable consideration, including substantial economic benefit in that the financial performance and condition of the Subsidiary Guarantor is dependent on the financial
performance and condition of the Company, the obligations hereunder of which the Subsidiary Guarantor has guaranteed, and on the Subsidiary Guarantor’s access to working capital through the Company’s access to revolving credit borrowings
under the Senior Credit Agreement; and 
 WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are
authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder; 
 NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Subsidiary Guarantor, the Company, the Existing Guarantors and the Trustee mutually covenant and agree for
the benefit of the Holders of the Notes as follows: 
 1. Defined Terms. As used in this Supplemental Indenture, terms
defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to
this Supplemental Indenture as a whole and not to any particular Section hereof. 







 2. Agreement to Guarantee. The Subsidiary Guarantor hereby agrees, jointly and
severally with the other Guarantors, irrevocably, fully and unconditionally, to guarantee the Subsidiary Guaranteed Obligations under the Indenture and the Notes on the terms and subject to the conditions set forth in Article XIII of the
Indenture and to be bound by (and shall be entitled to the benefits of) all other applicable provisions of the Indenture as a Subsidiary Guarantor. 

3. Termination, Release and Discharge. The Subsidiary Guarantor’s Subsidiary Guarantee shall terminate and be of no further
force or effect, and the Subsidiary Guarantor shall be released and discharged from all obligations in respect of the Subsidiary Guarantee, as and when provided in Section 1303 of the Indenture. 

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 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. 
  

			
	 AUTO PORTFOLIO SERVICES, LLC

as Subsidiary Guarantor

		
	By	 	 /s/ Mark R. Nelson

		 	Name: Mark R. Nelson
		 	Title: Secretary
	
	KAR AUCTION SERVICES, INC.
		
	By	 	 /s/ Rebecca Polak

		 	Name: Rebecca Polak
		 	Title: Executive Vice President,
General Counsel and Secretary



[ Signature Page to Sixth Supplemental Indenture—Fixed Rate 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 DEALER SERVICES, LLC
	ADESA DES MOINES, LLC
	ADESA FLORIDA, LLC
	ADESA IMPACT TEXAS, LLC
	ADESA INDIANAPOLIS, LLC
	ADESA LANSING, LLC
	ADESA LEXINGTON, LLC
	ADESA MEXICO, LLC
	ADESA MINNESOTA, LLC
	ADESA MISSOURI, LLC
	ADESA MISSOURI REDEVELOPMENT         CORPORATION
	ADESA NEW JERSEY, LLC
	ADESA NEW YORK, LLC
	ADESA OHIO, LLC
	ADESA OKLAHOMA, LLC
	ADESA PENNSYLVANIA, LLC
	ADESA PHOENIX, LLC
	ADESA SAN DIEGO, LLC
	ADESA-SOUTH FLORIDA, LLC
	ADESA SOUTHERN INDIANA, LLC
	ADESA TEXAS, INC.
	ADESA VIRGINIA, LLC
	ADESA WISCONSIN, LLC
	AFC CAL, LLC
	ADS ASHLAND, LLC
	ADS PRIORITY TRANSPORT LTD.
	ASSET HOLDINGS III, L.P.
	AUTO DEALERS EXCHANGE OF CONCORD,         LLC
	AUTO DEALERS EXCHANGE OF MEMPHIS,         LLC
	AUTO DISPOSAL OF BOWLING GREEN, INC.
	AUTO DISPOSAL OF CHATTANOOGA, INC.
	AUTO DISPOSAL OF MEMPHIS, INC.
	AUTO DISPOSAL OF NASHVILLE, INC.
	AUTO DISPOSAL OF PADUCAH, INC.


 [
Signature Page to Sixth Supplemental Indenture—Fixed Rate Notes] 








	
	AUTO DISPOSAL SYSTEMS, INC.
	AUTOMOTIVE FINANCE CONSUMER         DIVISION, LLC
	AUTOMOTIVE FINANCE CORPORATION
	AUTOMOTIVE RECOVERY SERVICES, INC.
	AUTOVIN, INC.
	AXLE HOLDINGS, INC.
	CARBUYCO, LLC
	DENT DEMON, LLC
	INSURANCE AUTO AUCTIONS, INC.
	INSURANCE AUTO AUCTIONS CORP.
	IAA ACQUISITION CORP.
	IAA SERVICES, INC.
	LIVEBLOCK AUCTIONS INTERNATIONAL,         INC.
	LIVE GLOBAL COMMUNICATIONS USA         INCORPORATED
	PAR, INC.
	SALVAGE DISPOSAL COMPANY OF GEORGIA
	SIOUX FALLS AUTO AUCTION, INC.
	TRI-STATE AUCTION CO., INC.
	ZABEL & ASSOCIATES, INC.



			
		
	By	 	 /s/ Eric M. Loughmiller

		 	Name: Eric M. Loughmiller
		 	Title: Authorized Signatory


 [
Signature Page to Sixth Supplemental Indenture—Fixed Rate Notes] 








			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

		
	 By
	 	 /s/ Gregory S. Clarke

		 	 Name: Gregory S. Clarke

		 	 Title: Vice President




[ Signature Page to Sixth Supplemental Indenture—Fixed Rate Notes]