First Amendment to Credit Agreement,dated as of June 10,2009



 Exhibit 10.1 
 Execution Copy 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 Dated as of June 10, 2009 
 This
FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into between KAR HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Lenders and each of the other parties signatory hereto.

 PRELIMINARY STATEMENTS 
 1. Reference is made to the Credit Agreement dated as of April 20, 2007 (the “Credit Agreement”), among the Borrower, the lenders and agents party thereto from time to time, Bear Stearns Corporate Lending Inc., as
Administrative Agent, and the other parties signatory thereto. Capitalized terms used but not otherwise defined herein are used with the meanings given in the Credit Agreement. 
 2. The Borrower has requested that the Credit Agreement be clarified as herein set forth, with respect to certain obligations of the Borrower and certain
Loan Parties under the Credit Agreement, to reflect the original intent of the parties in connection with the covenant set forth in Section 8.1(a) of the Credit Agreement. 
 3. Pursuant to clause (xii) of the proviso set forth in Section 11.1 of the Credit Agreement, any amendment, modification or waiver of any of
the terms and provisions (and related definitions) set forth in Section 8.1(a) of the Credit Agreement requires only the written consent of the Majority Facility Lenders under the Revolving Facility. 
 4. The Majority Facility Lenders under the Revolving Facility are willing to agree to such Amendment on the terms and subject to the conditions herein
set forth. 
 Now, therefore, in consideration of the premises and the agreements, other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Borrower, the other Loan Parties and the Majority Facility Lenders under the Revolving Facility agree as follows: 
 AGREEMENT 
 SECTION 1. Amendments to Credit Agreement.  
 (a) Section 1.1 of the Credit Agreement is hereby amended by inserting in such subsection the following definitions in the appropriate alphabetical
order: 
 “First Amendment”: means that certain First Amendment, dated as of June 10, 2009, by and between the Borrower,
the Lenders and the other parties signatory thereto. 
 “First Amendment Effective Date”: means the date of satisfaction of
the conditions to effectiveness referred to in Section 2 of the First Amendment.” 
 (b) Section 8.1 of the Credit Agreement
is hereby amended by deleting the words “the Revolving Commitments” immediately preceding the words “are outstanding” in the third line of clause (a) thereof and substituting the words “any Revolving Loans”
therefor. 







 SECTION 2. Conditions to Effectiveness. The amendments contained in Section 1 shall be
effective upon satisfaction of each of the following conditions precedent: 
 (a) The Administrative Agent shall have received original,
electronic or facsimile counterparts of this Amendment duly executed and delivered by Lenders constituting the Majority Facility Lenders under the Revolving Facility and shall have received counterparts of this Amendment executed by the Borrower and
counterparts of the Consent appended hereto as Exhibit A (the “Consent”) executed by the Grantors, as defined in the Guarantee and Collateral Agreement (the “Grantors”); 
 (b) The Administrative Agent shall have received a counterpart to that certain Fee Letter (“Fee Letter”) dated as of even date herewith,
by and between the Administrative Agent and the Borrower, executed and delivered by the Borrower, and all fees and expense reimbursements (including, without limitation, fees and expenses of counsel to the Agents and any invoiced fees and expenses
payable under the Fee Letter) under the Fee Letter and the Loan Documents shall have been paid; and 
 (c) The Administrative Agent shall
have received from the Borrower, for account of each Lender which delivers its original, electronic or facsimile signature page to this Amendment no later than 6:00 p.m. (New York City time) on June 8, 2009, payment of an amendment fee (which
shall be fully earned and non-refundable when paid) equal to 5 basis points (0.05%) of the aggregate outstanding amount of Revolving Commitments of such Lender as of the close of business on June 8, 2009. 
 SECTION 3. Representations and Warranties. The Borrower represents and warrants that: 
 (a) Authority. The Borrower has the requisite power and authority to execute, deliver and perform its obligations under this Amendment and the
Credit Agreement as amended hereby. Each Grantor has the requisite power and authority to execute, deliver and perform its obligations under the Consent and the Loan Documents, as amended hereby. The execution, delivery and performance by the
Borrower of this Amendment and by the Grantors of the Consent, and the performance by each Loan Party of each Loan Document (as amended hereby) to which it is a party have been duly approved by all necessary organizational action of such Loan Party.

 (b) Enforceability. This Amendment has been duly executed and delivered by the Borrower and the Consent has been duly executed and
delivered by each Grantor. When the conditions to effectiveness in Section 2 of this Amendment have been satisfied, each of this Amendment, the Consent and each Loan Document (as amended hereby) is the legal, valid and binding obligation of
each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles (whether enforcement is sought in proceedings in equity or at law). 
 (c) Representations and Warranties. The representations and warranties made by any Loan Party in or pursuant to the Loan Documents are true and correct in all material respects on and as of the date hereof as if made on and as of
such date, except to the extent that such representations and warranties refer to an earlier date (in which case they are true and correct in all material respects as of such earlier date). 
 (d) No Default. No Default or Event of Default shall have occurred and be continuing on the date hereof or after giving affect to this Amendment.

  

 2 








 SECTION 4. Reference to and Effect on the Loan Documents. 
 (a) If and when this Amendment becomes effective, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. 
 (b) The Credit Agreement, as amended hereby,
and the Guarantee and Collateral Agreement and the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Security
Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations under and as defined in the Credit Agreement, as amended hereby. 
 (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or Agent under
any of the Loan Documents or constitute, except as expressly set forth herein, a waiver or amendment of any provision of any of the Loan Documents. 
 (d) This Amendment is a Loan Document. The provisions of Sections 11.12 and 11.16 of the Credit Agreement shall apply with like effect to this Amendment. 
 SECTION 5. Counterparts. This Amendment (including all consents and authorizations relating hereto) and the Consent may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this
Amendment (or any consent or authorization relating hereto) or the Consent by electronic transmission or facsimile shall be effective and enforceable as delivery of a manually executed counterpart thereof. The Administrative Agent will not have any
responsibility for determining whether (and makes no representation as to whether) any such counterpart has been duly authorized, executed or delivered or is enforceable against any party hereto. 
 SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 [signature pages follow] 
  

 3 








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

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

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









 Majority Facility Lenders under the Revolving Facility: 
  

			
	JP Morgan Chase Bank, N.A.
		
	By:	 	 /s/ Randall K. Stephens

	Name:	 	Randall K. Stephens
	Title:	 	Vice President









 Majority Facility Lenders under the Revolving Facility: 
  

			
	UBS LOAN FINANCE LLC
		
	By:	 	 /s/ Marie Haddad

	Name:	 	Marie Haddad
	Title:	 	Associate Director
		
	By:	 	 /s/ Irja R. Otsa

	Name:	 	Irja R. Otsa
	Title:	 	Associate Director









 Majority Facility Lenders under the Revolving Facility: 
  

			
	Bank of America, N.A.
		
	By:	 	 /s/ John P. Wofford

	Name:	 	John P. Wofford
	Title:	 	Vice President









 Majority Facility Lenders under the Revolving Facility: 
  

			
	STYX PARTNERS, L.P.
		
	By:	 	Styx Associates LLC,
		 	Its General Partner
		
	By:	 	 /s/ Kevin Genda

	Name:	 	Kevin Genda
	Title:	 	Senior Managing Director









 Majority Facility Lenders under the Revolving Facility: 
  

			
	Deutsche Bank Trust Company Americas, As Lender
		
	By:	 	 /s/ Erin Morrissey

	Name:	 	Erin Morrissey
	Title:	 	Vice President
	
	Deutsche Bank Trust Company Americas, As Lender
		
	By:	 	 /s/ Susan LeFevre

	Name:	 	Susan LeFevre
	Title:	 	Managing Director









 Majority Facility Lenders under the Revolving Facility: 
  

			
	ING CAPITAL, LLC
		
	By:	 	 /s/ Lawrence P. Eyink

	Name:	 	Lawrence P. Eyink
	Title:	 	Director









 Majority Facility Lenders under the Revolving Facility: 
  

			
	Sun Trust Bank
		
	By:	 	 /s/ David Fournier

	Name:	 	David Fournier
	Title:	 	Vice President









 Majority Facility Lenders under the Revolving Facility: 
  

			
	Harris N.A.
		
	By:	 	 /s/ Danjuma Gibson

	Name:	 	Danjuma Gibson
	Title:	 	Vice President









 Majority Facility Lenders under the Revolving Facility: 
  

			
	Wachovia Bank
		
	By:	 	 /s/ Michael R. Burkitt

	Name:	 	Michael R. Burkitt
	Title:	 	Senior Vice President









 Majority Facility Lenders under the Revolving Facility: 
  

			
	Sumitomo Mitsui Banking Corporation
		
	By:	 	 /s/ Yasuhiko Imai

	Name:	 	Yasuhiko Imai
	Title:	 	Senior Vice President









 Majority Facility Lenders under the Revolving Facility: 
  

			
	Fifth Third Bank
		
	By:	 	 /s/ David O’Neal

	Name:	 	David O’Neal
	Title:	 	Vice President









 Majority Facility Lenders under the Revolving Facility: 
  

			
	CAPITALSOURCE FINANCE LLC
		
	By:	 	 /s/ Arturo J. Velez

	Name:	 	Arturo J. Velez
	Title:	 	Authorized Signatory









 Majority Facility Lenders under the Revolving Facility: 
  

			
	Natixis
		
	By:	 	 /s/ Harold Birk

	Name:	 	Harold Birk
	Title:	 	Managing Director
		
	By:	 	 /s/ Francesco Del Vecchio

	Name:	 	Francesco Del Vecchio
	Title:	 	Director









 EXHIBIT A 
 CONSENT 
 Dated as of June 10, 2009 
 The undersigned, as Grantors under the Guarantee and Collateral Agreement and, as applicable, as parties to the other Security Documents, hereby consent
and agree to the foregoing First Amendment dated as of June 10, 2009 (the “First Amendment”), by and between the Borrower and the Lenders party thereto, and hereby confirm and agree that (i) each of the Guarantee and
Collateral Agreement and the other Security Documents is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of, said First
Amendment, each reference therein to the “Credit Agreement”, “thereunder”, “thereof” and words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended by said
First Amendment and (ii) the Guarantee and Collateral Agreement and the other Security Documents all of the Collateral described therein does, and shall continue to, secure the payment and performance of all of the Obligations as defined in the
Guarantee and Collateral Agreement, after giving effect to said First Amendment. 
 [Signature pages follow] 








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

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

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

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

	Name:	 	Eric M. Loughmiller
	Title:	 	Authorized Signatory Officer
	
	ADESA CORPORATION, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

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










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

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

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

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

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

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










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

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

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

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

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

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


  








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

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

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

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

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

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


  








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

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

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

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

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

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


  








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

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

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

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

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

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


  








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

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

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

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

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

	Name:	 	Eric M. Loughmiller
	Title:	 	Executive Vice President and Chief Financial Officer for ADESA, Inc., General Partner
		 


  








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

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

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

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

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

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


  








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

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

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

	Name:	 	Eric M. Loughmiller
	Title:	 	Authorized Signatory Officer
	
	INSURANCE AUTO AUCTIONS CORP.
		
	By:	 	 /s/ Eric M. Loughmiller

	Name:	 	Eric M. Loughmiller
	Title:	 	Authorized Signatory Officer
	
	IAA SERVICES, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

	Name:	 	Eric M. Loughmiller
	Title:	 	Authorized Signatory Officer










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

	Name:	 	Eric M. Loughmiller
	Title:	 	Authorized Signatory Officer
	
	AUTO DISPOSAL SYSTEMS, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

	Name:	 	Eric M. Loughmiller
	Title:	 	Authorized Signatory Officer
	
	ADS PRIORITY TRANSPORTS, LTD.
		
	By:	 	 /s/ Eric M. Loughmiller

	Name:	 	Eric M. Loughmiller
	Title:	 	Authorized Signatory Officer
	
	ADS ASHLAND, LLC
		
	By:	 	 /s/ Eric M. Loughmiller

	Name:	 	Eric M. Loughmiller
	Title:	 	Authorized Signatory Officer
	
	ZABEL & ASSOCIATES, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

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










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

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

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

	Name:	 	Eric M. Loughmiller
	Title:	 	Authorized Signatory Officer
	
	AUTO DISPOSAL OF CHATTANOOGA, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

	Name:	 	Eric M. Loughmiller
	Title:	 	Authorized Signatory Officer
	
	AUTO DISPOSAL OF NASHVILLE, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

	Name:	 	Eric M. Loughmiller
	Title:	 	Authorized Signatory Officer










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

	Name:	 	Eric M. Loughmiller
	Title:	 	Authorized Signatory Officer
	
	AUTO DISPOSAL OF MEMPHIS, INC.
		
	By:	 	 /s/ Eric M. Loughmiller

	Name:	 	Eric M. Loughmiller
	Title:	 	Authorized Signatory Officer
	
	SALVAGE DISPOSAL COMPANY OF GEORGIA
		
	By:	 	 /s/ Eric M. Loughmiller

	Name:	 	Eric M. Loughmiller
	Title:	 	Authorized Signatory Officer
	
	ADESA MISSOURI REDEVELOPMENT CORPORATION
		
	By:	 	 /s/ Eric M. Loughmiller

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

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










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

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

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

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

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

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