0001104659-17-036638 Sample Contracts

KAR AUCTION SERVICES, INC., as the Company, the GUARANTORS from time to time parties hereto AND U.S. Bank National Association, as Trustee 5.125% Senior Notes due 2025
Indenture • May 31st, 2017 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • New York

INDENTURE dated as of May 31, 2017 (as amended supplemented or otherwise modified from time to time, this “Indenture”), among KAR AUCTION SERVICES, INC., a corporation organized under the laws of the State of Delaware (the “Company”), the guarantors party hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

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INCREMENTAL COMMITMENT AGREEMENT AND SECOND AMENDMENT Dated as of May 31, 2017
Incremental Commitment Agreement and Second Amendment • May 31st, 2017 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT, amended and restated as of March 11, 2014 and, amended by that certain First Amendment Agreement as of March 9, 2016 and amended by that certain Second Amendment Agreement as of May 31, 2017 (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), is by and among, KAR Auction Services, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

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