Exhibit 4.1(j)

 

NINTH SUPPLEMENTAL INDENTURE, dated as of January 31, 2012 (this “Supplemental Indenture”), among AuctionTrac, LLC, an Indiana limited liability company, Recovery Database Network, Inc., a Delaware corporation, OPENLANE, Inc., a Delaware corporation, CarsArrive Network, Inc., a Georgia corporation (together, the “Subsidiary Guarantors”), 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 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.

 

 

	
 
    	
AUCTIONTRAC,   LLC,
    
	
 
    	
as   Subsidiary Guarantor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By   
    	
/s/   Eric M. Loughmiller
    
	
 
    	
 
    	
Name:   Eric M. Loughmiller
    
	
 
    	
 
    	
Title:   Authorized Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
RECOVERY   DATABASE NETWORK, INC.,
    
	
 
    	
as   Subsidiary Guarantor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By   
    	
/s/   Eric M. Loughmiller
    
	
 
    	
 
    	
Name:   Eric M. Loughmiller
    
	
 
    	
 
    	
Title:   Authorized Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
OPENLANE, INC.,
    
	
 
    	
as   Subsidiary Guarantor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By   
    	
/s/   Eric M. Loughmiller
    
	
 
    	
 
    	
Name:   Eric M. Loughmiller
    
	
 
    	
 
    	
Title:   Authorized Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
CARSARRIVE   NETWORK, INC.,
    
	
 
    	
as   Subsidiary Guarantor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By   
    	
/s/   Eric M. Loughmiller
    
	
 
    	
 
    	
Name:   Eric M. Loughmiller
    
	
 
    	
 
    	
Title:   Authorized Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
KAR   AUCTION SERVICES, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By   
    	
/s/   Rebecca Polak
    
	
 
    	
 
    	
Name:
    	
Rebecca   C. Polak
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President, General Counsel and Secretary
    


 

[Signature Page to Ninth Supplemental Indenture—Floating 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   MINNESOTA, LLC
    
	
 
    	
ADESA   MISSOURI, LLC
    
	
 
    	
ADESA NEVADA, 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 TEXAS, INC.
    
	
 
    	
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.
    
	
 
    	
AUTO   PORTFOLIO SERVICES, LLC
    
	
 
    	
AUTOMOTIVE   FINANCE CONSUMER DIVISION, LLC
    
	
 
    	
AUTOMOTIVE   FINANCE CORPORATION
    
	
 
    	
AUTOMOTIVE   RECOVERY SERVICES, INC.
    
	
 
    	
AUTOVIN, INC.
    
	
 
    	
AXLE   HOLDINGS, INC.
    
	
 
    	
INSURANCE   AUTO AUCTIONS, INC.
    


 

[Signature Page to Ninth Supplemental Indenture—Floating Rate Notes]

 











 

	
 
    	
INSURANCE   AUTO AUCTIONS CORP.
    
	
 
    	
INSURANCE   AUTO AUCTIONS TENNESSEE LLC
    
	
 
    	
IAA   ACQUISITION CORP.
    
	
 
    	
IAA   SERVICES, INC.
    
	
 
    	
LIVEBLOCK   AUCTIONS INTERNATIONAL, 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
    


 

[Signature Page to Ninth Supplemental Indenture—Floating Rate Notes]

 











 

	
 
    	
WELLS   FARGO BANK, NATIONAL ASSOCIATION,
    
	
 
    	
as   Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Gregory S. Clarke
    
	
 
    	
 
    	
Name:   
    	
Gregory   S. Clarke
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

[Signature Page to Ninth Supplemental Indenture—Floating Rate Notes]