ContractSupplemental Indenture • April 13th, 2010 • Auto Portfolio Services, LLC • Retail-auto dealers & gasoline stations • New York
SIXTH SUPPLEMENTAL INDENTURE, dated as of February 23, 2010 (this “Supplemental Indenture”), among Auto Portfolio Services, LLC, an Indiana 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.
OPERATING AGREEMENT FOR AUTO PORTFOLIO SERVICES, LLC Effective as of January 1, 2010Operating Agreement • April 13th, 2010 • Auto Portfolio Services, LLC • Retail-auto dealers & gasoline stations • Indiana
THIS OPERATING AGREEMENT (this “Agreement”) is made and entered into as of this 1st day of January, 2010 (the “Effective Date”), by and between Auto Portfolio Services, LLC, an Indiana limited liability company (the “Company”), and ADESA, Inc., an Indiana corporation, as the sole initial Member of the Company. The Company was organized as a limited liability company under the Indiana Business Flexibility Act, as amended, Ind. Code § 23-18-1-1 et seq. (the “Act”). Certain defined terms used in this Agreement are set forth in Schedule I (Schedule of Definitions) attached hereto and made a part hereof. In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, and intending to be legally bound hereby, the undersigned parties hereby agree as follows:
