On January 19, 2024, OPENLANE, Inc. and ADESA Auctions Canada Corporation, a subsidiary of the Company, entered into a First Amendment Agreement to the Credit Agreement, dated as of June 23, 2023, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The First Amendment provides for, among other things, the establishment of (i) a revolving credit facility in Canadian dollars in an aggregate principal amount of CAD 175,000,000 and (ii) a sublimit under the Company?s existing revolving facility for borrowings in Canadian dollars in an aggregate principal amount of up to CAD 50,000,000. The proceeds of the 2024 Canadian Revolving Facility may be used by the Canadian Borrower to finance a portion of the purchase price of the Canadian Borrower?s acquisition of certain assets from Manheim Canada, to pay certain fees and expenses in connection with the transactions contemplated by the First Amendment and for ongoing working capital needs and general corporate purposes.

Loans under the 2024 Canadian Revolving Facility will bear interest at a rate calculated based on the type of borrowing (at the Canadian Borrower?s election, either Adjusted Term CORRA Rate or Canadian Prime Rate (each as defined in the Credit Agreement)) and the Company?s Consolidated Senior Secured Net Leverage Ratio, with such rate ranging from 3.00% to 2.50% for Adjusted Term CORRA loans and from 2.00% to 1.50% for Canadian Prime Rate loans. Loans under the Canadian Sublimit will bear interest at the Adjusted Term CORRA Rate plus a margin ranging from 2.75% to 2.25% based on the Company?s Consolidated Senior Secured Net Leverage Ratio (the same margin as Loans under the Existing Revolving Credit Facility). The Canadian Borrower will also pay a commitment fee between 25 to 35 basis points, payable quarterly, on the average daily unused amount of the 2024 Canadian Revolving Facility based on the Company?s Consolidated Senior Secured Net Leverage Ratio.

The obligations of the Canadian Borrower under the 2024 Canadian Revolving Facility are guaranteed by certain of the Company?s domestic and Canadian subsidiaries and are secured by substantially all of the assets of the Company, the Canadian Borrower and the 2024 Canadian Revolving Facility Subsidiary Guarantors, subject to certain exceptions; provided, however, the Canadian Borrower and the other Canadian subsidiaries of the Company constituting the 2024 Canadian Revolving Facility Subsidiary Guarantors shall guarantee and/or provide security for only the Canadian Secured Obligations (as defined in the Credit Agreement).