Seventh Supplemental Indenture to the Senior Subordinated Indenture



 Exhibit 4.3h 
 SEVENTH SUPPLEMENTAL INDENTURE, dated as of July 27, 2010 (this “Supplemental Indenture”), among Insurance Auto Auctions Tennessee LLC, a Tennessee 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 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 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. 
  

					
	 INSURANCE AUTO AUCTIONS TENNESSEE LLC,
 as Subsidiary Guarantor

		
	By 	 	/s/ Sidney L. Kerley
		 	Name:	 	Sidney L. Kerley
		 	Title:	 	Vice President, General Counsel and Secretary
	
	KAR AUCTION SERVICES, INC.
		
	By 	 	/s/ Rebecca Polak
		 	Name:	 	Rebecca Polak
		 	Title:	 	Executive Vice President, General Counsel and Secretary


 [Signature Page to Seventh Supplemental Indenture—Subordinated 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 SYSTEMS, INC. 

AUTO PORTFOLIO SERVICES, LLC 
 AUTOMOTIVE FINANCE CONSUMER DIVISION, LLC 
 AUTOMOTIVE FINANCE CORPORATION

 [Signature Page to Seventh Supplemental Indenture—Subordinated Notes] 







 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. 
 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 Seventh Supplemental Indenture—Subordinated Notes] 







 
			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee

		
	By 	 	/s/ Gregory S. Clarke
		 	Name: Gregory S. Clarke
		 	Title:   Vice President



[Signature Page to Seventh Supplemental Indenture—Subordinated Notes]