Fourth Supplemental Indenture (Senior Subordinated Notes)



 EXHIBIT 4.13c 
 FOURTH SUPPLEMENTAL INDENTURE, dated as of September 30, 2008 (this “Supplemental Indenture”), among LiveBlock Auctions International, Inc., a Nevada corporation, and Live Global Communications
USA Incorporated, a Nevada corporation (the “Subsidiary Guarantors”), 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 Guarantors, the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the
“Trustee”) under the Indenture referred to below. 
 WITNESSETH: 
 WHEREAS, the Company, the Existing Guarantors and the Trustee have heretofore become parties to an Indenture, dated as of April 20, 2007 (as
amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of 10% Senior Subordinated Notes due 2015 of the Company (the “Notes”); 
 WHEREAS, Section 1308 of the Indenture provides that the Company is required to cause the Subsidiary 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 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. Each 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. Each Subsidiary Guarantor’s Subsidiary Guarantee shall terminate and be of no further force or effect, and 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 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. 
  

			
	LIVEBLOCK AUCTIONS INTERNATIONAL, INC.
	as Subsidiary Guarantor
		
	By	 	 /s/ Eric M. Loughmiller

	Name:	 	Eric M. Loughmiller
	Title:	 	EVP & CFO
	
	 LIVE GLOBAL COMMUNICATIONS USA INCORPORATED
 as Subsidiary Guarantor

		
	By	 	 /s/ Eric M. Loughmiller

	Name:	 	Eric M. Loughmiller
	Title:	 	EVP & CFO










			
	KAR HOLDINGS, INC.
		
	By	 	 /s/ Rebecca Polak

	Name:	 	Rebecca Polak
	Title:	 	Executive Vice President and Secretary
	
	 ADESA, INC.
 ADESA CORPORATION,
LLC
 A.D.E. OF ARK-LA-TEX, INC.
 A.D.E. OF KNOXVILLE,
LLC
 ADESA ARK-LA-TEX, LLC
 ADESA ARKANSAS, LLC
 ADESA ATLANTA, LLC
 ADESA BIRMINGHAM, LLC
 ADESA CALIFORNIA, LLC
 ADESA CHARLOTTE, LLC
 ADESA COLORADO, LLC
 ADESA DEALER SERVICES, LLC
 ADESA DES MOINES, LLC
 ADESA FLORIDA, LLC
 ADESA IMPACT TEXAS, LLC
 ADESA INDIANAPOLIS, LLC
 ADESA LANSING, LLC
 ADESA LEXINGTON, LLC
 ADESA MEXICO, LLC
 ADESA 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 WASHINGTON, LLC












































			
	ADESA WISCONSIN, LLC
	AFC CAL, LLC
	ADS ASHLAND, LLC
	ADS PRIORITY TRANSPORT LTD.
	ASSET HOLDINGS III, L.P.
	AUTO DEALERS EXCHANGE OF CONCORD, LLC
	AUTO DEALERS EXCHANGE OF MEMPHIS, LLC
	AUTO DISPOSAL OF BOWLING GREEN, INC
	AUTO DISPOSAL OF CHATTANOOGA, INC.
	AUTO DISPOSAL OF MEMPHIS, INC.
	AUTO DISPOSAL OF NASHVILLE, INC.
	AUTO DISPOSAL OF PADUCAH, INC.
	AUTO DISPOSAL SYSTEMS, INC.
	AUTOMOTIVE FINANCE CONSUMER DIVISION, LLC
	AUTOMOTIVE FINANCE CORPORATION
	AUTOMOTIVE RECOVERY SERVICES, INC.
	AUTOVIN, INC.
	AXLE HOLDINGS, INC.
	DENT DEMON, LLC
	INSURANCE AUTO AUCTIONS, INC.
	INSURANCE AUTO AUCTIONS CORP.
	IAA ACQUISITION CORP.
	IAA SERVICES, INC.
	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










			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Trustee
		
	By	 	 /s/ Gregory S. Clarke

	Name:	 	Gregory S. Clarke
	Title:	 	Vice President