Item 1.01 Entry Into a Material Definitive Agreement.

On May 29, 2020, KAR Auction Services, Inc., a Delaware corporation (the "Company"), entered into an amendment to its existing credit agreement. The amendment (1) provides a financial covenant "holiday" through and including June 30, 2021; (2) for purposes of determining compliance with the financial covenant for the fiscal quarters ending September 30, 2021 and December 31, 2021, permits the Consolidated EBITDA for the applicable test period to be calculated on an annualized basis; (3) establishes a monthly minimum liquidity covenant through and including September 30, 2021 of $225.0 million; and (4) effectively places certain limitations on the ability to make certain investments, junior debt repayments, acquisitions and restricted payments and to incur additional secured indebtedness until October 1, 2021.

The foregoing summary of the Fourth Amendment Agreement, dated May 29, 2020 (the "Fourth Amendment"), by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, certain subsidiaries of the Company party thereto and the certain revolving lenders party thereto is not complete and is qualified in its entirety by reference to the full and complete text of the Fourth Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT NO. DESCRIPTION OF EXHIBIT

10.1 Fourth Amendment Agreement, dated May 29 , 2020, by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, certain subsidiaries of the Company party thereto and the certain revolving lenders party thereto .

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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