Eighth Supplemental Indenture to the Senior Subordinated Indenture



 Exhibit 4.3i 
 EIGHTH SUPPLEMENTAL INDENTURE, dated as of November 23, 2010 (this “Supplemental Indenture”), among ADESA Nevada, LLC, a Nevada limited liability company, Liberty Recovery, LLC, an
Indiana limited liability company (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 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 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. 
  

			
	 ADESA NEVADA, LLC,

as Subsidiary Guarantor

		
	By 	 	/s/ Eric M. Loughmiller
		 	Name: Eric M. Loughmiller
		 	Title: Authorized Signatory


  

			
	 LIBERTY RECOVERY, LLC,
 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 Eighth 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 Eighth 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. 
 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 Eighth 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 Eighth Supplemental Indenture—Subordinated Notes]