$1,865,000,000

CREDIT AGREEMENT

KAR HOLDINGS II, LLC

Holdings

KAR HOLDINGS, INC.

Borrower

the Lenders party hereto

BEAR STEARNS CORPORATE LENDING INC.

Administrative Agent

UBS SECURITIES LLC

Syndication Agent

GOLDMAN SACHS CREDIT PARTNERS L.P.

DEUTSCHE BANK SECURITIES INC.

Co-Documentation Agents

BEAR, STEARNS & CO. INC.

UBS SECURITIES LLC

GOLDMAN SACHS CREDIT PARTNERS L.P.

Joint Bookrunners

Dated as of April 20, 2007

BEAR, STEARNS & CO. INC. and UBS SECURITIES LLC

Joint Lead Arrangers

TABLE OF CONTENTS

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THIS CREDIT AGREEMENT, dated as of April 20, 2007, among KAR HOLDINGS II, LLC, a Delaware limited liability company (?Holdings?), KAR HOLDINGS, 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?), BEAR, STEARNS & CO. INC. and UBS SECURITIES LLC, as joint lead arrangers (in such capacity, each a ?Lead Arranger,? and collectively, the ?Lead Arrangers?), UBS SECURITIES LLC, as syndication agent (in such capacity, the ?Syndication Agent?), GOLDMAN SACHS CREDIT PARTNERS L.P. and DEUTSCHE BANK SECURITIES INC., as co-documentation agents (in such capacity, each a ?Co-Documentation Agent,? and collectively, the ?Co-Documentation Agents?), BEAR, STEARNS & CO. INC., UBS SECURITIES LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as Joint Bookrunners (in such capacity, each a ?Joint Bookrunner,? and collectively, the ?Joint Bookrunners?) and BEAR STEARNS CORPORATE LENDING INC., as administrative agent (in such capacity, the ?Administrative Agent?).

Recitals

WHEREAS, Holdings and Borrower have entered into a certain Agreement and Plan of Merger, dated as of December 22, 2006 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the ?Merger Agreement?), by and among Holdings, Borrower, KAR Acquisition, Inc., a Delaware corporation (?AcquisitionCo?) and ADESA, Inc., a Delaware corporation (?ADESA?), pursuant to which ADESA will be acquired by Borrower and Holdings by a merger of AcquisitionCo with and into ADESA, with ADESA continuing as the surviving corporation succeeding to all rights and obligations of AcquisitionCo by operation of law (the ?Merger?);

WHEREAS, prior to the Merger, in exchange for the issuance and sale of common stock of Holdings, all of the outstanding Capital Stock of Axle Holdings, Inc., a Delaware corporation which is the sole shareholder of IAAI will be transferred to Holdings by the holders thereof and Holdings will receive additional equity of $790,000,000 in cash or as ?rollover equity? in shares of stock of ADESA that otherwise would be entitled to receive merger consideration in the Merger and all such Capital Stock, cash and roll-over equity will be transferred by Holdings to the Borrower as a contribution to the Borrower?s common equity capital (collectively, the ?Equity Contribution?); and

WHEREAS, Lenders have agreed to extend certain credit facilities to Borrower, in an aggregate amount not to exceed $1,865,000,000, consisting of $1,565,000,000 aggregate principal amount of the Initial Term Loans and up to $300,000,000 aggregate principal amount of Revolving Loans, the proceeds of which will be used to finance a portion of the merger consideration for the Merger, pay Transaction Costs, refinance the Existing Indebtedness and for ongoing working capital needs and general corporate purposes of the Borrower and its Subsidiaries.

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into this Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower hereunder, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1. Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

?Acquisition?: the Merger and all related transactions contemplated by the Acquisition Documentation.

?AcquisitionCo?: as defined in the Recitals hereto.

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?Acquisition Documentation?: collectively, the Merger Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into to effectuate the Merger.

?Addendum?: an instrument, substantially in the form of Exhibit I or otherwise satisfactory to the Administrative Agent, by which a Person becomes a party to this Agreement as a Lender.

?ADESA?: as defined in the Recitals.

?Adjustment Date?: as defined in the Pricing Grids.

?Administrative Agent?: as defined in the preamble to this Agreement.

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