Fourth Amendment Agreement, dated May

This FOURTH AMENDMENT AGREEMENT, dated as of May 29, 2020 (this “Amendment”), is entered into by and among each undersigned existing Revolving Lender (collectively, the “Consenting Revolving Lenders”), KAR AUCTION SERVICES, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).

WHEREAS, reference is made to the Amended and Restated Credit Agreement, dated as of March 11, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended hereby, the “Credit Agreement”; capitalized terms used but not otherwise defined herein are used with the meanings given in the Credit Agreement), among the Borrower, the lenders and issuing banks party thereto from time to time and the Administrative Agent;

WHEREAS, in accordance with clause (xiii) of Section 11.1 of the Credit Agreement, the Borrower and the Consenting Revolving Lenders (constituting the Majority Facility Lenders under the Revolving Facility) have agreed to amend the Existing Credit Agreement as provided in Section 1 hereof on the Fourth Amendment Effective Date (as defined below); and

WHEREAS, the Borrower intends to issue new shares of Series A Convertible Preferred Stock in an aggregate amount of no less than $400.0 million (the “Specified Equity Issuance”).

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. Amendments to Existing Credit Agreement. Effective as of the Fourth Amendment Effective Date, the Existing Credit Agreement shall be amended, in accordance with clause (xiii) of the Section 11.1 of the Existing Credit Agreement, as follows:

(a) Section 1.1 of the Existing Credit Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

“Available Commitments”: at any time, the excess (if any) of (a) the total Revolving Commitments then in effect less (b) the total Revolving Extensions of Credit then outstanding.

“Fourth Amendment Agreement”: that certain Fourth Amendment Agreement, dated as of May 29, 2020, by and among the Borrower, the other Loan Parties party thereto, the Revolving Lenders party thereto and the Administrative Agent.

“Fourth Amendment Effective Date”: as defined in the Fourth Amendment Agreement.

“Limited Waiver Period”: the period (a) commencing on the Fourth Amendment Effective Date and (b) ending on October 1, 2021.

“Liquidity”: at any time, the sum of (a) Unrestricted Cash plus (b) the Available Commitments at such time.

“Specified Event”: the occurrence of any of the following circumstances or events:

(i) within forty-five (45) days after the Fourth Amendment Effective Date, the Specified Equity Issuance has not been consummated;

(ii) (x) the Liquidity, as of the last day of any month ending after the Fourth Amendment Effective Date and on or prior to September 30, 2021, shall be less than $225.0 million or (y) the Borrower shall fail deliver to the Administrative Agent, no later than ten (10) Business Days after the end of each such month, a certificate of a financial officer of the Borrower demonstrating compliance with the foregoing clause (x) as of the last day of the applicable month; or

(iii)  during the Limited Waiver Period, the Borrower or any of its Restricted Subsidiaries shall:

(A)make any Restricted Payment pursuant to Section 8.6(e) or 8.6(h) (including, for the avoidance of doubt, any Restricted Payment made pursuant to Section 8.6(j) to the extent such Restricted Payment was declared in reliance on Section 8.6(e) or 8.6(h)), other than Restricted Payments that are otherwise permitted by Section 8.6(e), 8.6(h) or 8.6(j) of this Agreement in an aggregate amount not to exceed $50.0 million during any 12-month period so long as (i) the Liquidity shall not be less than $400.0 million on a pro forma basis after giving effect thereto and (ii) no Revolving Loans are outstanding as of the date any such Restricted Payment is made;

(B)make any Investment pursuant to Section 8.7(j), 8.7(v), 8.7(z) or 8.7(aa), other than Investments that are otherwise permitted by Section 8.7(j), 8.7(v), 8.7(z) or 8.7(aa) of this Agreement in an aggregate amount not to exceed $25.0 million;

(C)make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Debt in reliance on the Available Amount;

(D)incur any Indebtedness that is secured by (x) Liens on the Collateral ranking pari passu with the Liens securing the Obligations or (y) Liens on any other property or assets that do not constitute Collateral, other than (i) Capital Lease Obligations and purchase money indebtedness that is otherwise permitted by this Agreement, (ii) any Incremental Facility or Incremental Equivalent Debt that is incurred under the Ratio Incremental Amount and that is otherwise permitted by this Agreement and (iii) other secured Indebtedness that is otherwise permitted by this Agreement in an aggregate principal amount not to exceed $100.0 million at any time outstanding; or

(E)make any Permitted Acquisition or other acquisition, other than any Permitted Acquisition or other acquisition consummated after December 31, 2020 that is otherwise permitted by this Agreement so long as (i) the Liquidity shall not be less than $400.0 million on a pro forma basis after giving effect thereto and (ii) no Revolving Loans are outstanding as of the date any such Permitted Acquisition or other acquisition is made.

(b)  Section 8.1 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

“8.1 Financial Condition Covenant. Permit the Consolidated Senior Secured Net Leverage Ratio, as of the last day of each fiscal quarter (commencing with the fiscal quarter ending December 31, 2019) on which any Revolving Loans are outstanding, to exceed 3.50:1.00; provided that (i) so long as no Specified Event has occurred, compliance with the foregoing maximum Consolidated Senior Secured Net Leverage Ratio shall not be required as of the last day of the fiscal quarters ended June 30, 2020, September 30, 2020, December 31, 2020, March 31, 2021 and June 30, 2021, (ii) so long as no Specified Event has occurred, (x) for purposes of determining compliance with the foregoing maximum Consolidated Senior Secured Net Leverage Ratio for the fiscal quarter ending September 30, 2021, Consolidated EBITDA for the applicable test period shall be deemed to be an amount equal to the product of (A) the sum of the Consolidated EBITDA for the two fiscal quarters then most recently ended times (B) two (2) and (y) for purposes of determining compliance with the foregoing maximum Consolidated Senior Secured Net Leverage Ratio for the fiscal quarter ending December 31, 2021, Consolidated EBITDA for the applicable test period shall be deemed to be an amount equal to the product of (A) the sum of the Consolidated EBITDA for the three fiscal quarters then most recently ended times (B) the quotient of four (4) divided by three (3) and (iii) notwithstanding anything to the contrary contained herein or in any other Loan Document and to the extent applicable, upon the occurrence of a Specified Event, any Event of Default that would have resulted from failure to comply with Section 8.1 of this Agreement (prior to giving effect to the Fourth Amendment Agreement) shall constitute an Event of Default under clause (c) of Section 9 (subject to the provisos set forth therein) as of the date of the applicable failure to comply with Section 8.1 of this Agreement (prior to giving effect to the Fourth Amendment Agreement).”

SECTION 2. Conditions to the Fourth Amendment Effective Date. This Amendment shall become a binding agreement of the parties hereto and the amendments set forth in Section 1 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 “Fourth Amendment Effective Date”):

(a) this Amendment shall have been duly executed by the Borrower, each other Loan Party, the Administrative Agent and Revolving Lenders that collectively constitute the Majority Facility Lenders under the Revolving Facility, 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 Fourth Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing;

(c) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that the representations and warranties set forth in each Loan Document (including those set forth in Section 3 hereof) 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 Fourth Amendment 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;

(d) the Borrower shall have compensated 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 Fourth Amendment Effective Date to the Administrative Agent and its Affiliates, in each case, as required

by the Existing Credit Agreement and to the extent invoiced at least two (2) Business Day prior to the Fourth Amendment Effective Date;

(e) the Administrative Agent and each Revolving Lender shall have received all compensation required to be paid to it (or its Affiliates) on or prior to the Fourth Amendment Effective Date (including such fees set forth in that certain fee letter, dated as of the date hereof, by and among the Borrower, the Administrative Agent and certain Revolving Lenders (the “Fee Letter”). or any other fee letter between, on the one hand, the Borrower and, on the other hand, the Administrative Agent or any Revolving Lender (or any of their respective Affiliates); and

(f)  the Administrative Agent shall have received executed copies of (i) that certain Investment Agreement, dated as of May 26, 2020 (the “Apax Investment Agreement”), by and between the Borrower and Ignition Parent LP, a Delaware limited partnership, and (ii) that certain Investment Agreement, dated as of May 26, 2020 (the “Periphas Investment Agreement”), by and between the Borrower and Periphas Capital GP, LLC, a Delaware limited liability company, pursuant to which the Specified Equity Issuance will be consummated.

SECTION 3. 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 and deliver this Amendment and perform its obligations under this Amendment and the Credit Agreement, as applicable. Each Loan Party has the requisite power and authority to 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 Amendment, 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 Amendment has been duly executed and delivered by the Borrower and each other Loan Party. When the conditions to effectiveness in Section 2 hereof have been satisfied, each of this Amendment 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).

(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 Fourth Amendment Effective Date 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).

(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 Amendment.

SECTION 4. Fees.  The Borrower agrees to pay (or cause to be paid) to the Administrative Agent and the Revolving Lenders (or their respective Affiliates, as applicable) any fees in the amounts and on the dates set forth in the Fee Letter.

SECTION 5. Reference to and Effect on the Loan Documents.

SECTION 6. Reaffirmation. Each of the Grantors (as defined in the Amended and Restated Guarantee and Collateral Agreement) hereby (i) confirms and agrees 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 Secured Obligations (as defined in the Amended and Restated Guarantee and Collateral Agreement), (ii) reaffirms the security interest granted by each Grantor to the Administrative Agent and the Secured Parties and reaffirm the guaranties made pursuant to the Amended and Restated Guarantee and Collateral Agreement and (iii) acknowledges and agrees that the grant of security interests by, and the guaranties of, the Grantors contained in the Amended and Restated Guarantee and Collateral Agreement are, and shall remain, in full force and effect after giving effect to this Amendment.

SECTION 7. Counterparts. This Amendment (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 Amendment (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. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 8. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and a Revolving Lender

By: /s/ Brendan Korb____________________________

Name: Brendan Korb

Title: Vice President

BANK OF AMERICA, N.A.,

as a Revolving Lender

By: /s/ Brian D. Smith _______________________

GOLDMAN SACHS BANK USA,

as a Revolving Lender

By: /s/ Jamie Minieri__________________________

BARCLAYS BANK PLC,

as a Revolving Lender

By: /s/ Craig Malloy____________________________

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as a Revolving Lender

By: /s/ William O’Daly_________________________

By:__/s/ Jessica Gavarkovs_____________________

as a Revolving Lender

By: /s/ Mike Gifford________________________

U.S. BANK NATIONAL ASSOCIATION,

as a Revolving Lender

By: /s/ James N. DeVries____________________

BMO HARRIS BANK, N.A.,

as a Revolving Lender

By: /s/ Josh Hovermale_________________________

KEYBANK NATIONAL ASSOCIATION,

as a Revolving Lender

By: /s/ Christopher Susott_____________________

PNC BANK, NATIONAL ASSOCIATION,

as a Revolving Lender

By: /s/ Christopher Johnson____________________

ROYAL BANK OF CANADA,

as a Revolving Lender

By: /s/ Allan Kortan__________________________

SUNTRUST BANK,

as a Revolving Lender

By: /s/ Sarah Salmon___________________________

THE HUNTINGTON NATIONAL BANK,

as a Revolving Lender

By: /s/ Edward A. Cheney_____________________

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Revolving Lender

By: /s/ Carl P. Genberg__________________________