Third Supplemental Indenture (Floating Rate Senior Notes)



 EXHIBIT 4.12a 
 THIRD SUPPLEMENTAL INDENTURE, dated as of May 6, 2008 (this “Supplemental Indenture”), among 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., Salvage Disposal Company of Georgia, ADESA Minnesota, LLC and ADESA Missouri Redevelopment 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 Floating Rate 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. 







 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. 
  

			
	 AUTO DISPOSAL OF BOWLING GREEN, INC.
 as
Subsidiary Guarantor

		
	By:	 	 /s/ Thomas C. O’Brien

	Name:	 	Thomas C. O’Brien
	Title:	 	Chief Executive Officer
	
	 AUTO DISPOSAL OF CHATTANOOGA, INC.
 as
Subsidiary Guarantor

		
	By:	 	 /s/ Thomas C. O’Brien

	Name:	 	Thomas C. O’Brien
	Title:	 	Chief Executive Officer
	
	 AUTO DISPOSAL OF MEMPHIS, INC.
 as Subsidiary
Guarantor

		
	By:	 	 /s/ Thomas C. O’Brien

	Name:	 	Thomas C. O’Brien
	Title:	 	Chief Executive Officer
	
	 AUTO DISPOSAL OF NASHVILLE, INC.
 as
Subsidiary Guarantor

		
	By:	 	 /s/ Thomas C. O’Brien

	Name:	 	Thomas C. O’Brien
	Title:	 	Chief Executive Officer
	
	 AUTO DISPOSAL OF PADUCAH, INC.
 as Subsidiary
Guarantor

		
	By:	 	 /s/ Thomas C. O’Brien

	Name:	 	Thomas C. O’Brien
	Title:	 	Chief Executive Officer


  








			
	 ADESA MINNESOTA, LLC
 as Subsidiary Guarantor


		
	By:	 	 /s/ Michelle Mallon

	Name:	 	Michelle Mallon
	Title:	 	Vice President and Secretary
	
	 ADESA MISSOURI REDEVELOPMENT CORPORATION
 as
Subsidiary Guarantor

		
	By:	 	 /s/ Michelle Mallon

	Name:	 	Michelle Mallon
	Title:	 	Vice President and Secretary










			
	 SALVAGE DISPOSAL COMPANY OF GEORGIA
 as
Subsidiary Guarantor

		
	By:	 	 /s/ Thomas C. O’Brien

	Name:	 	Thomas C. O’Brien
	Title:	 	Chief Executive Officer
	
	KAR HOLDINGS, INC.
		
	By:	 	 /s/ Rebecca Polak

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










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

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

		
	By:	 	 /s/ Gregory S. Clarke

	Name:	 	Gregory S. Clarke
	Title:	 	Vice President