INCREMENTAL COMMITMENT AGREEMENT AND FIRST AMENDMENT Dated as of March 9, 2016

Exhibit 10.1

Execution Version

INCREMENTAL COMMITMENT AGREEMENT AND FIRST AMENDMENT
Dated as of March 9, 2016

This INCREMENTAL COMMITMENT AGREEMENT AND FIRST AMENDMENT (this “Agreement”) is entered into by and among each undersigned existing Lender and each undersigned Additional Lender, in each case with Incremental Term Loan Commitments as contemplated herein (each, an “Incremental Tranche B-3 Term Lender” and together, the “Incremental Tranche B-3 Term Lenders”), each undersigned existing Lender and each undersigned Additional Lender, in each case with Incremental Revolving Commitments as contemplated herein (each, an “Incremental Effective Date Revolving Lender” and together, the “Incremental Effective Date Revolving Lenders”), KAR AUCTION SERVICES, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) and an Issuing Lender, the other Revolving Lenders party hereto, and the other Lenders party hereto.

PRELIMINARY STATEMENTS

WHEREAS, reference is made to the Amended and Restated Credit Agreement dated as of March 11, 2014 (as it is amended by this Agreement and as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders and agents party thereto from time to time, the Administrative Agent, and the other parties signatory thereto.  Capitalized terms used but not otherwise defined herein are used with the meanings given in the Credit Agreement.

WHEREAS, on the terms and subject to the conditions of the Credit Agreement, pursuant to Section 4.17 thereof, the Borrower may obtain Incremental Revolving Commitments and Incremental Term Loan Commitments by entering into one or more Incremental Commitment Agreements with the applicable existing Lenders or Additional Lenders that agree to provide such commitments;

WHEREAS, on the terms and subject to the conditions of the Credit Agreement, pursuant to Section 4.17 thereof, the Borrower hereby provides written notice to the Administrative Agent to request Incremental Term Loan Commitments in an aggregate principal amount of up to $1,350,000,000 (the “Tranche B-3 Term Loan Commitments”);

WHEREAS, on the Incremental Effective Date (as defined below), the Borrower shall borrow Incremental Term Loans in an aggregate principal amount of up to $1,350,000,000 from the Incremental Tranche B-3 Term Lenders incurred as a new tranche of term loans (the “Tranche B-3 Term Loans”) under and in accordance with Section 4.17 of the Credit Agreement and each Tranche B-3 Term Lender severally agrees to fund the amount set forth under “Tranche B-3 Term Loan Commitment” in Schedule A annexed hereto, on the terms and subject to the conditions set forth herein;

WHEREAS, the proceeds of the Tranche B-3 Term Loans will be used by the Borrower on the Incremental Effective Date to prepay in full (i) the Tranche B-1 Term Loans outstanding immediately before the Incremental Effective Date (and immediately after all Cashless Rollover Lenders (as defined below) exchange the principal amount of their Tranche B-1 Term Loans on a cashless basis for Tranche B-3 Terms Loans in an equal principal amount) and (ii) the Revolving Loans outstanding immediately before the Incremental Effective Date;

WHEREAS, each Lender holding Tranche B-1 Term Loans (collectively, the “Existing Tranche B-1 Term Lenders”) that on the Incremental Effective Date executes and delivers a consent to this Agreement in the form of the “Lender Consent” annexed hereto as Annex I (a “Lender Consent”) will be deemed (i) to have agreed to the terms of this Agreement, (ii) to have agreed (as further described in the

Lender Consent) to exchange an aggregate principal amount of its Tranche B-1 Term Loans for Tranche B-3 Term Loans on a cashless basis (the “Cashless Rollover Option”, and such Lenders agreeing to the Cashless Rollover Option, the “Cashless Rollover Lenders”) and (iii) upon the Incremental Effective Date, to have exchanged (as further described in the Lender Consent) such amount of its Tranche B-1 Term Loans for Tranche B-3 Terms Loans in an equal principal amount;

WHEREAS, on the Incremental Effective Date, the Borrower will terminate all existing Revolving Commitments under the Revolving Facility;

WHEREAS, on the terms and subject to the conditions of the Credit Agreement, pursuant to Section 4.17 thereof, the Borrower hereby provides written notice to the Administrative Agent to request Incremental Revolving Commitments in an aggregate principal amount of up to $300,000,000;

WHEREAS, on the Incremental Effective Date and substantially concurrently with the termination of all existing Revolving Commitments under the Revolving Facility, the Borrower shall obtain Incremental Revolving Commitments in an aggregate principal amount of up to $300,000,000 from the Incremental Effective Date Revolving Lenders (the “Incremental Revolving Facility”) under and in accordance with Section 4.17 of the Credit Agreement and each Incremental Effective Date Revolving Lender severally agrees to commit to provide its respective Incremental Revolving Commitments as set forth on Schedule B annexed hereto and from time to time to make Revolving Loans, on the terms and subject to the conditions set forth herein;

WHEREAS, each Existing Letter of Credit set forth in Schedule C annexed hereto shall be deemed to be a Letter of Credit pursuant to the Revolving Facility in effect on and after the Incremental Effective Date;

WHEREAS, the Borrower, the other Loan Parties party hereto, the undersigned Lenders, the Administrative Agent and the Issuing Lenders have agreed to amend the Credit Agreement as provided in Section 3 hereof on the Incremental Effective Date (the “Incremental Amendments”);

WHEREAS, after giving effect to the transactions occurring on the Incremental Effective Date, the Borrower, the other Loan Parties party hereto, the undersigned Lenders and the Administrative Agent have agreed to amend the Credit Agreement as provided in Section 4 hereof on the First Amendment Effective Date (as defined below) (the “First Amendment Effective Date Amendments”);

WHEREAS, the Borrower and the Loan Parties party hereto  (each, a “Reaffirming Party” and, collectively, the “Reaffirming Parties”) expect to realize substantial direct and indirect benefits as a result of this Agreement (including the agreements set forth in Section 3 and Section 4 hereof becoming effective and the consummation of the transactions contemplated thereby) and desire to reaffirm their obligations pursuant to the Security Documents to which they are a party;

Now, therefore, in consideration of the premises and the agreements, other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.                                                    Tranche B-3 Term Facility. (a)  Each Incremental Tranche B-3 Term Lender severally commits to provide its respective Tranche B-3 Term Loan Commitment as set forth in Schedule A annexed hereto, and to make its Tranche B-3 Term Loans subject to the conditions set forth herein including the following terms and conditions:

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(i)                                     Availability.  Subject to the occurrence of the Incremental Effective Date, each Incremental Tranche B-3 Term Lender severally agrees to make a Tranche B-3 Term Loan in Dollars to the Borrower on the date specified in the notice of borrowing delivered pursuant to Section 5(d) hereof, in an amount equal to such Incremental Tranche B-3 Term Lender’s Tranche B-3 Term Loan Commitment.  Amounts of Tranche B-3 Term Loans repaid or prepaid may not be reborrowed. To the extent not previously utilized, all Tranche B-3 Term Loan Commitments shall terminate at 5:00 p.m. New York City time on the Incremental Effective Date.

(ii)                                  Maturity Date and Amortization. All Tranche B-3 Term Loans shall mature and be payable in full on the date that is seven years after the Incremental Effective Date and shall have quarterly amortization as set forth in Section 2.3 of the Credit Agreement.

(b)                                 By executing and delivering this Agreement, each Incremental Tranche B-3 Term Lender shall be deemed to confirm to and agree with the other parties signatory hereto as follows: (i) such Incremental Tranche B-3 Term Lender has full power and authority, and has taken all action necessary, to execute and deliver this Agreement, (ii) such Incremental Tranche B-3 Term Lender confirms that it has received a copy of this Agreement, the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and the Credit Agreement, as applicable, and that it is sophisticated with respect to decisions to make loans similar to those contemplated to be made hereunder and that it is experienced in making loans of such type; (iii) such Incremental Tranche B-3 Term Lender agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, make its own credit decisions in taking or not taking action under this Agreement and the Credit Agreement; (iv) such Incremental Tranche B-3 Term Lender appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, as the case may be, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (v) such Incremental Tranche B-3 Term Lender agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the Credit Agreement it is required to perform as an Incremental Tranche B-3 Term Lender.

(c)                                  Status as a Lender; Status as Term Loans.  The Loan Parties and each Incremental Tranche B-3 Term Lender acknowledge and agree that, (i) upon its execution of this Agreement and the occurrence of the Incremental Effective Date, each Incremental Tranche B-3 Term Lender shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder, (ii) notwithstanding anything to the contrary in the Credit Agreement or any Loan Document, each Tranche B-3 Term Loan shall also be deemed (A) a “Term Loan” and (B) to have terms identical to a “Term Loan” and be part of the same Tranche as all Tranche B-3 Term Loans made on the Incremental Effective Date, in each case, as the applicable context requires, under, and for all purposes of, the Credit Agreement and the other Loan Documents, with such terms and conditions applicable thereto in each case as specified in the Credit Agreement or such Loan Document, unless otherwise separately and specifically stated therefor in this Agreement, (iii) for purposes of Section 11.1 of the Credit Agreement, the Tranche B-3 Term Loans shall be considered collectively with all other Loans for purposes of making determinations of “Required Lenders” (or for any consent requiring the consent of affected Lenders or of all of the Lenders) and (iv) the definition “Obligations” shall be deemed to include all unpaid principal of and accrued and unpaid interest on all Tranche B-3 Term Loans. For the avoidance of doubt, each party hereto acknowledges and agrees that it is the intention of such party that except as otherwise separately and specifically stated therefor in this Agreement or the Credit Agreement,

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the terms and conditions applicable to, and the provisions in the Credit Agreement (as amended by this Agreement) and the other Loan Documents relating to, the Tranche B-3 Term Loans shall be identical to the terms and conditions applicable to, and the provisions in the Credit Agreement (as amended by this Agreement) and the other Loan Documents relating to, the Term Loans.

SECTION 2.                                                    Incremental Revolving Facility. (a)                  Each Incremental Effective Date Revolving Lender hereby severally commits to provide its respective Incremental Revolving Commitments as set forth on Schedule B annexed hereto and to make its Incremental Revolving Loans, on the terms and subject to the conditions set forth herein.

(b)                                 By executing and delivering this Agreement, each Incremental Effective Date Revolving Lender shall be deemed to confirm to and agree with the other parties signatory hereto as follows: (i) such Incremental Effective Date Revolving Lender has full power and authority, and has taken all action necessary, to execute and deliver this Agreement, (ii) such Incremental Effective Date Revolving Lender confirms that it has received a copy of this Agreement, the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and the Credit Agreement, as applicable, and that it is sophisticated with respect to decisions to make loans similar to those contemplated to be made hereunder and that it is experienced in making loans of such type; (iii) such Incremental Effective Date Revolving Lender agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent, and based on such documents and information as it shall deem appropriate at the time, make its own credit decisions in taking or not taking action under this Agreement or the Credit Agreement; (iv) such Incremental Effective Date Revolving Lender  appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, as the case may be, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (iv) such Incremental Effective Date Revolving Lender agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the Credit Agreement it is required to perform as an Incremental Effective Date Revolving Lender.

(c)                                  Status as a Lender; Status as Incremental Revolving Loans.  The Loan Parties and each Incremental Effective Date Revolving Lender acknowledge and agree that, (i) upon its execution of this Agreement and the occurrence of the Incremental Effective Date, each Incremental Effective Date Revolving Lender shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder, (ii) notwithstanding anything to the contrary in the Credit Agreement or any Loan Document, (A) any Incremental Revolving Commitment shall be incurred in the form of increases to the Revolving Credit Commitments, (B) any Incremental Revolving Commitment shall also be deemed a Revolving Commitment under the Revolving Facility, and (C) such Incremental Revolving Commitment shall be identical to and form part of such Revolving Facility, in each case, as the applicable context requires, under, and for all purposes of, the Credit Agreement and the other Loan Documents, with such terms and conditions applicable thereto in each case as specified in the Credit Agreement or such Loan Document, unless otherwise separately and specifically stated therefor in this Agreement, (iii) for purposes of Section 11.1 of the Credit Agreement, the Incremental Revolving Loans shall be considered collectively with all other Loans for purposes of making determinations of “Required Lenders” (or for any consent requiring the consent of affected Lenders or of all of the Lenders) and shall be treated as Revolving Loans for all other purposes thereunder in accordance with the Credit Agreement and (iv) the definition “Obligations” shall be deemed to include all unpaid principal of and accrued and unpaid interest on all Incremental Revolving Loans. For the avoidance of doubt, each party hereto acknowledges and agrees that it is the intention of such party that

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except as otherwise separately and specifically stated therefor in this Agreement or the Credit Agreement, the terms and conditions applicable to, and the provisions in the Credit Agreement (as amended by this Agreement) and the other Loan Documents relating to, the Incremental Revolving Loans shall be identical to the terms and conditions applicable to, and the provisions in the Credit Agreement (as amended by this Agreement) and the other Loan Documents relating to, the Revolving Loans incurred under the Revolving Facility.

SECTION 3.                            Amendments to Credit Agreement as of the Incremental Effective Date.  (a)           Effective as of the Incremental Effective Date, the Credit Agreement shall be amended, in accordance with the provisions of Section 4.17 thereof, in the form of the Amended and Restated Credit Agreement set forth in Exhibit A hereto: (i) by deleting each term thereof which is (x) reflected in strike-through font and (y) highlighted in yellow and (ii) by inserting each term thereof which is (x) reflected in double underlined font and (y) highlighted in yellow, in each case in the place where such term appears therein.

(b)                                 Effective as of the Incremental Effective Date, Schedule A, Schedule B, Schedule C, Schedule D and Schedule E hereto shall be deemed Schedules to the Credit Agreement.

SECTION 4.                                                    Amendments to Credit Agreement as of the First Amendment Effective Date.  Effective as of the First Amendment Effective Date, the Credit Agreement shall be amended, in accordance with the provisions of Section 11.1 thereof, in the form of the Amended and Restated Credit Agreement set forth in Exhibit A hereto: (i) by deleting each term thereof which is (x) reflected in strike-through font and (y) not highlighted in yellow and (ii) by inserting each term thereof which is (x) reflected in double underlined font and (y) not highlighted in yellow, in each case in the place where such term appears therein.

SECTION 5.                                                    Conditions to the Incremental Effective Date.  This Agreement shall become a binding agreement of the parties hereto and the agreements set forth herein and the amendments set forth in Section 3 shall each become effective on the date of the satisfaction (or waiver) of the following conditions (the date such conditions are satisfied or waived, the “Incremental Effective Date”):

(a)                                 This Agreement shall have been duly executed by the Borrower, each other Loan Party, the Administrative Agent, the Issuing Lenders, each Incremental Tranche B-3 Term Lender and each Incremental Effective Date Revolving Lender, and delivered to the Administrative Agent.

(b)                                 The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that at the time of and immediately after the Incremental Effective Date, the incurrence of the Incremental Revolving Commitments and the making of the Tranche B-3 Term Loans on the Incremental Effective Date, no Default or Event of Default shall have occurred and be continuing.

(c)                                  The representations and warranties set forth in each Loan Document (including those set forth in Section 8 of this Agreement) shall be true and correct in all material respects (other than where a representation or warranty is already qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the Incremental Effective Date with the same effect as though made on and as of such date except, to the extent such representations and warranties refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or true and correct in all respects where a representation or warranty is already qualified by materiality) as of such earlier date.

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(d)                                 The Administrative Agent shall have received a notice of borrowing from the Borrower with respect to the Tranche B-3 Term Loans prior to 1:00 pm New York City time, one Business Day prior to the anticipated Incremental Effective Date, setting forth the information required pursuant to Section 2.2 of the Credit Agreement.

(e)                                  The Administrative Agent shall have received, on behalf of itself, the Incremental Tranche B-3 Term Lenders and the Incremental Effective Date Revolving Lenders, satisfactory written opinions of (i) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Loan Parties and (ii) subject to Section 7, local counsel in such jurisdictions reasonably requested by the Administrative Agent, in each case (x) dated the Incremental Effective Date, (y) addressed to the Administrative Agent, the Incremental Tranche B-3 Term Lenders and the Incremental Effective Date Revolving Lenders, and in each case, each of their permitted assigns and (z) otherwise in form and substance reasonably acceptable to the Administrative Agent.

(f)                                   The Borrower shall compensate the Administrative Agent in immediately available funds for (i) all accrued costs, fees and expenses (including reasonable fees, expenses and other charges of counsel) of the Administrative Agent and (ii) all other compensation required to be paid on the Incremental Effective Date to the Administrative Agent and its Affiliates, in each case, as required by the Credit Agreement.

(g)                                  The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower substantially in the form of Exhibit I to the Credit Agreement certifying that the Loan Parties on a consolidated basis, immediately after the consummation of the transactions to occur on the Incremental Effective Date, are Solvent.

(h)                                 The Administrative Agent shall have received with respect to each Loan Party organized in a jurisdiction with respect to which opinions are required to be delivered pursuant to Section 5(e): (i) subject to Section 7, Organizational Documents certified to be true and complete as of a recent date (provided that, the certified Organizational Documents last delivered to the Administrative Agent on February 17, 2016 shall be deemed satisfactory to the Administrative Agent) by the appropriate Governmental Authority of the state or jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and complete as of the Incremental Effective Date or a certification that such Organizational Documents have not changed since February 17, 2016; (ii) resolutions or other action duly adopted by the board of directors (or other governing body) of such Loan Party authorizing and approving the transactions contemplated by this Agreement and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; (iii) incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may reasonably require providing evidence as to the identity, authority and capacity of each such Responsible Officer thereof authorized to act in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and (iv) such certificates of good standing or the equivalent from such Loan Party’s jurisdiction of organization or formation, as applicable, relating to the existence of each Loan Party, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel (provided that, the certificates of good standing or equivalent thereof last delivered to the Administrative Agent on February 17, 2016 shall be deemed satisfactory to the Administrative Agent).

(i)                                     After giving pro forma effect to any incurrence or discharge of Indebtedness on the Incremental Effective Date and all related transactions as if completed on the first day of the twelve month period ending on the most recent Test Date, the Borrower would have been in compliance with Section 8.1 of the Credit Agreement on the Test Date (assuming compliance with Section 8.1 of the Credit Agreement, as originally in effect or amended in accordance with the date hereof, was required on

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the Test Date), and the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower on or prior to the Incremental Effective Date certifying the foregoing.

(j)                                    The Administrative Agent shall have received the results of a recent lien search with respect to each Loan Party in the jurisdiction where each such Loan Party is located, and such search shall reveal no liens on any of the assets of the Loan Parties except for liens permitted by Section 8.3 of the Amended and Restated Credit Agreement or discharged on or prior to the Incremental Effective Date pursuant to documentation reasonably satisfactory to the Administrative Agent.

(k)                                 The Administrative Agent shall have received updated flood certifications with respect to each Mortgaged Property and evidence of flood insurance with respect to each Mortgaged Property located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board, in form and substance reasonably satisfactory to the Administrative Agent.

(l)                                     Subject to Section 7, the Borrower or Loan Party party to the Mortgages shall enter into, and deliver to the Administrative Agent a Modification.

(m)                             Subject to Section 7, for each Mortgaged Property for which Mortgages are existing prior to the Incremental Effective Date, the Borrower shall deliver or cause to be delivered to Administrative Agent: (i) an endorsement to the existing title insurance policy, date down(s) or other evidence reasonably satisfactory to the Administrative Agent insuring that the priority of the Lien of such Mortgages as security for the Loans has not changed and confirming and/or insuring that since the issuance of the existing title insurance policy there has been no change in the condition of title and there are no intervening liens or encumbrances that may then or thereafter take priority over the Lien of such Mortgages (other than Permitted Encumbrances), a copy of all recorded documents referred to, or listed as exceptions to title in, the title policies and a copy of all other material documents affecting the Mortgaged Properties; (ii) such owner’s title affidavits as may be reasonably required by the title insurer with respect to such Mortgages, including therein any so-called “no change” survey affidavit; (iii) any other documents or items reasonably necessary to maintain the continuing priority of the Lien of such Mortgages as security for the Loans or required in connection with the recording of such Modifications and issuance of such endorsements, including evidence reasonably satisfactory to Administrative Agent that all premiums in respect of each such endorsement, all charges for mortgage recording tax, and all related expenses, if any, have been paid; and (iv) an opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Mortgaged Property has a value, in the reasonable opinion of the Borrower, equal to or in excess of $9,000,000 (and shall cover any other Mortgaged Property located in such same state even if the value is less than $9,000,000), with respect to the enforceability of the Modifications recorded in such state and the underlying Mortgage for such Modification, together with such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent.

(n)                                 The Amended and Restated Guaranty Agreement, dated as of the date hereof, by and between the Borrower and the Administrative Agent for the Qualified Counterparties, shall have been duly executed by the Borrower and delivered to the Administrative Agent.

(o)                                 The Borrower shall have provided the documentation and other information to the Administrative Agent, the Incremental Tranche B-3 Term Lenders and the Incremental Effective Date Revolving Lenders that are required by regulatory authorities under the applicable “know-your-customer” rules and regulations and anti-money laundering rules and regulations, including the Patriot Act and that

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have been reasonably requested by the Incremental Tranche B-3 Term Lenders and the Incremental Effective Date Revolving Lenders prior to the Incremental Effective Date.

(p)                                 JPMorgan Chase Bank, N.A. (the “Lead Arranger”) (or its designated Affiliate) and each other Joint Bookrunner referred to in the Amended and Restated Engagement Letter dated as of March 4, 2016, between the Borrower, the Lead Arranger and the Joint Bookrunners, shall have received all compensation required to be paid to it on or prior to the Incremental Effective Date.

SECTION 6.                                                    Conditions to the First Amendment Effective Date.  The amendments set forth in Section 4 hereof shall each become effective on the date of the satisfaction (or waiver) of the following conditions (the date such conditions are satisfied or waived, the “First Amendment Effective Date”):

(a)                                 (i) The Incremental Effective Date shall have occurred, (ii) the Tranche B-3 Term Loans shall have been funded, (iii) the Tranche B-1 Term Loans and the Revolving Loans outstanding immediately prior to the Incremental Effective Date (and immediately after all Cashless Rollover Lenders exchange the principal amount of their Tranche B-1 Term Loans on a cashless basis for Tranche B-3 Terms Loans in an equal principal amount) shall have been prepaid, (iv) the Revolving Commitments immediately prior to the Incremental Effective Date shall have been terminated and (v) the Incremental Revolving Commitments hereunder shall have become effective; and

(b)                                 The Administrative Agent shall have received from (i) the Lenders constituting the Required Lenders on the First Amendment Effective Date (after giving effect to the Incremental Effective Date), (ii) the Lenders constituting the Majority Facility Lenders in respect of the Revolving Facility on the First Amendment Effective Date (after giving effect to the Incremental Effective Date), and (iii) each Revolving Lender (after giving effect to the Incremental Effective Date), a counterpart of this Agreement signed on behalf of such party.

SECTION 7.                                                    Post-Effective Date Conditions.

(a)                                 To the extent the requirements of clause (ii) of Section 5(e), clause (i) of Section 5(h), Section 5(l) or Section 5(m)  have not been satisfied on or prior to the Incremental Effective Date after the use of the Borrower’s commercially reasonable efforts to do so, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent within thirty (30) days after the Incremental Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), the documents specified in such clause (ii) of Section 5(e), clause (i) of Section 5(h), Section 5(l) or Section 5(m).

(b)                                 On or before 60 days after the Incremental Effective Date (or such longer period deemed reasonably acceptable by the Administrative Agent):

(i) the Administrative Agent shall have received a Mortgage in favor of the Administrative Agent, for the benefit of the Secured Parties (in an amount no greater than 125% of the fair market value if the property is located in a state with mortgage recording tax covering such real property) encumbering each real property having a value of at least $6,000,000 that is not listed in Schedule D hereto (each such property, a “New Mortgaged Property”).  Such Mortgage shall be duly executed and acknowledged by each of the Loan Parties that is the owner of such New Mortgaged Property, and otherwise in form for recording or filing in the recording or filing office of each applicable governmental subdivision where

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each such New Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable legal requirements, such financing statements and any other instruments necessary to grant a mortgage Lien under the laws of any applicable jurisdiction, and such consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent;

(ii) the Administrative Agent shall have received and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, for each New Mortgaged Property, all maps or plats of an as-built survey of the sites of the New Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping effective February 23, 2016, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the New Mortgaged Properties are located;

(iii) the Administrative Agent shall have received in respect of each New Mortgaged Property, a mortgagee’s title insurance policy (or policies) or marked up unconditional signed commitment or pro forma for such insurance.  Each such policy shall (A) be in an amount reasonably satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby creates a valid first Lien on such New Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (D) name the Administrative Agent for the benefit of the Secured Parties as the insured thereunder; (E) be in the form of ALTA Loan Policy — Adopted 6/17/06 (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) be issued by title companies reasonably satisfactory to the Administrative Agent (including any

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such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent).  The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid;

(iv) the Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (iii) above and a copy of all other material documents affecting the New Mortgaged Properties;

(v) the Administrative Agent shall have received an opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a New Mortgaged Property is located with respect to the enforceability of the Mortgages recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

(vi) the Administrative Agent shall have received flood certifications with respect to each New Mortgaged Property and evidence of flood insurance with respect to each New Mortgaged Property located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board, in form and substance reasonably satisfactory to the Administrative Agent; and

(vii) Schedule D hereto shall be amended to reflect each New Mortgaged Property referred to in clause (i) above.

SECTION 8.                                                    Representations and Warranties.  The Borrower represents and warrants that:

(a)                                 Authority.  The Borrower and the other Loan Parties have the requisite power and authority to execute, deliver and perform its obligations under this Agreement and the Credit Agreement (as amended hereby), as applicable.  Each Loan Party has the requisite power and authority to execute, deliver and perform its obligations under the Loan Documents, as amended hereby.  The execution, delivery and performance by the Borrower and the other Loan Parties of this Agreement, and the performance by each Loan Party of each Loan Document (as amended hereby) to which it is a party have been duly approved by all necessary organizational action of such Loan Party.

(b)                                 Enforceability.  This Agreement has been duly executed and delivered by the Borrower and each other Loan Party.  When the conditions to effectiveness in Section 5 and Section 6, as applicable, of this Agreement have been satisfied, each of this Agreement and each Loan Document (as amended hereby) is the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought in proceedings in equity or at law).

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(c)                                  Representations and Warranties.  The representations and warranties made by any Loan Party in or pursuant to the Loan Documents are true and correct in all material respects (other than where a representation or warranty is already qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties refer to an earlier date (in which case they are true and correct in all material respects (or true and correct in all respects where a representation or warranty is already qualified by materiality) as of such earlier date) and each Loan Party hereby represents and warrants that this Agreement does not contain any material non-public information.

(d)                                 No Default.  No Default or Event of Default shall have occurred and be continuing on the date hereof or after giving effect to this Agreement.

(e)                                  No Change.                                The Organizational Documents of the Loan Parties have not been amended, amended and restated, supplemented or otherwise modified, and the identity, authority and capacity of the Responsible Officers authorized to act in connection with the Credit Agreement and the other Loan Documents has not changed, since February 17, 2016, in each case except as would not have an adverse effect on the validity or enforceability of this Agreement or any of the other Loan Documents, or on the rights or remedies of the Agents or the Lenders hereunder or thereunder.  As of each of the Incremental Effective Date and the First Amendment Effective Date, each Loan Party is in good standing (or the equivalent) under the laws of such Loan Party’s jurisdiction of organization or formation, as applicable, in each case except as would not have an adverse effect on the validity or enforceability of this Agreement or any of the other Loan Documents, or on the rights or remedies of the Agents or the Lenders hereunder or thereunder.

(f)                                   Use of Proceeds.  The Borrower shall use the proceeds of the Tranche B-3 Term Loans pursuant to the terms of Section 9 of this Agreement.

SECTION 9.                                                    Use of Proceeds.  The proceeds of the Tranche B-3 Term Loans shall be used to prepay all Tranche B-1 Term Loans and all Revolving Loans existing prior to the Incremental Effective Date (and immediately after all Cashless Rollover Lenders exchange the principal amount of their Tranche B-1 Term Loans on a cashless basis for Tranche B-3 Terms Loans in an equal principal amount) and any amounts that remain unutilized after the consummation of the Incremental Effective Date Transactions may be used by the Borrower and its Subsidiaries after the Incremental Effective Date for ongoing working capital needs and general corporate purposes.

SECTION 10.                                             Reference to and Effect on the Loan Documents.

(a)                                 On and after each of the Incremental Effective Date and the First Amendment Effective Date, as applicable, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.

(b)                                 The Credit Agreement, as amended hereby, and the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations under and as defined in the Credit Agreement, as amended hereby.

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(c)                                  The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender or Agent under any of the Loan Documents or constitute a waiver or amendment of any provision of any of the Loan Documents.

(d)                                 The Borrower and the other parties hereto acknowledge and agree that, on and after the Incremental Effective Date and the First Amendment Effective Date, this Agreement and each of the other Loan Documents to be executed and delivered by a Loan Party shall constitute a Loan Document for all purposes of the Credit Agreement (as amended hereby).

(e)                                  The provisions of Sections 11.12 and 11.16 of the Credit Agreement shall apply with like effect to this Agreement.

SECTION 11.                                             Reaffirmation.  The Loan Parties hereby (i) confirm and agree that the Amended and Restated Guarantee and Collateral Agreement, the other Security Documents and all of the Collateral described in the foregoing do, and shall continue to, secure the payment and performance of all of the Obligations as defined in the Amended and Restated Guarantee and Collateral Agreement, after giving effect to this Agreement, (ii) reaffirm the security interest granted by each Loan Party to the Administrative Agent and the Secured Parties (including the Incremental Tranche B-3 Term Lenders and the Incremental Effective Date Revolving Lenders) and reaffirm the guaranties made pursuant to the Amended and Restated Guarantee and Collateral Agreement and (iii) acknowledge and agree that the grants of security interests by, and the guaranties of, the Loan Parties contained in the Amended and Restated Guarantee and Collateral Agreement are, and shall remain, in full force and effect after giving effect to this Agreement.

SECTION 12.                                             Counterparts.  This Agreement (including all consents and authorizations relating hereto) may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Agreement (or any consent or authorization relating hereto) by electronic transmission or facsimile shall be effective and enforceable as delivery of a manually executed counterpart thereof.  The Administrative Agent will not have any responsibility for determining whether (and makes no representation as to whether) any such counterpart has been duly authorized, executed or delivered or is enforceable against any party hereto.

SECTION 13.                                             GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 14.                                             FATCA.  For purposes of determining withholding Taxes imposed under FATCA, from and after the Incremental Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Tranche B-2 Term Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i) or 1.1471-2T(b)(2)(i).

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.

KAR - INCREMENTAL COMMITMENT AGREEMENT AND FIRST AMENDMENT

KAR - INCREMENTAL COMMITMENT AGREEMENT AND FIRST AMENDMENT

KAR - INCREMENTAL COMMITMENT AGREEMENT AND FIRST AMENDMENT

KAR - INCREMENTAL COMMITMENT AGREEMENT AND FIRST AMENDMENT

KAR - INCREMENTAL COMMITMENT AGREEMENT AND FIRST AMENDMENT

KAR - INCREMENTAL COMMITMENT AGREEMENT AND FIRST AMENDMENT

KAR - INCREMENTAL COMMITMENT AGREEMENT AND FIRST AMENDMENT

KAR - INCREMENTAL COMMITMENT AGREEMENT AND FIRST AMENDMENT

KAR - INCREMENTAL COMMITMENT AGREEMENT AND FIRST AMENDMENT

KAR - INCREMENTAL COMMITMENT AGREEMENT AND FIRST AMENDMENT

ANNEX I

LENDER CONSENT TO FIRST AMENDMENT AGREEMENT

LENDER CONSENT (this “Lender Consent”) to the Incremental Commitment Agreement and First Amendment (the “First Amendment Agreement”), dated as of March 9, 2016, by and among KAR AUCTION SERVICES, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party thereto, JPMORGAN CHASE BANK, N.A. as administrative (the “Administrative Agent”) and an Issuing Lender, and the other Lenders party thereto, which amends the Amended and Restated Credit Agreement, dated as of March 11, 2014 (as it is amended by the First Amendment Agreement and as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders and agents party thereto from time to time, the Administrative Agent, and the other parties signatory thereto.  All capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Credit Agreement or the First Amendment Agreement, as applicable.

The undersigned Existing Tranche B-1 Term Lender hereby irrevocably and unconditionally approves of and consents to the First Amendment Agreement and consents to the exchange (on a cashless basis) of 100% of the outstanding principal amount of the Tranche B-1 Term Loans held by such Lender (or such lesser amount allocated to such Lender by the Administrative Agent) with a Tranche B-3 Term Loan in a like principal amount.