Financial Advisory Agreement (ValueAct Capital Master Fund, L.P.)



 Exhibit 10.19 
 KAR Holdings, Inc. 
 c/o Kelso & Company, L.P. 
 320 Park Avenue, 24th Floor 
 New York, NY 10022 
 April 20, 2007 
 ValueAct Capital Master Fund, L.P. 
 c/o ValueAct Capital 
 435 Pacific Avenue, 4th Floor 
 San Francisco, CA 94133 
 Ladies and Gentlemen: 
 KAR Holdings, Inc. (the “Company”) hereby agrees to retain you, ValueAct Capital Master Fund, L.P. (“ValueAct”), and any
of your affiliates or designees (collectively, with ValueAct, the “ValueAct Group”), to provide consulting and advisory services to the Company commencing on the Closing Date (as defined in the Agreement and Plan of Merger by and
among ADESA, Inc. (“ADESA”), the Company, KAR Holdings II, LLC and KAR Acquisition, Inc., dated as of December 22, 2006 (the “Merger Agreement”)) for a term ending on the date on which ValueAct and its
affiliates cease to own, directly or indirectly, any equity interests of the Company. Such services may include (i) assisting in the raising of additional debt and equity capital from time to time for the Company or any of its
Subsidiaries, if deemed advisable by the Board of Directors of the Company, (ii) assisting the Company and its Subsidiaries in their long-term strategic planning generally, (iii) providing the Company with financial,
investment banking, management advisory and other services with respect to proposed transactions directly or indirectly involving the Company or any of its subsidiaries (collectively, the “Transaction Services”) and
(iv) providing such other consulting and advisory services as the Company may reasonably request. 
 In consideration of the
ValueAct Group’s providing the foregoing services (other than the Transaction Services), the Company will, or will cause one of its Subsidiaries, to pay ValueAct (i) a fee of $10,045,663.91 in cash, which amount shall be paid
substantially concurrently with the consummation of the merger of KAR Acquisition, Inc. with and into ADESA pursuant to the terms of the Merger Agreement (the “Merger”), and (ii) an annual advisory fee of $862,106.72,
payable quarterly in advance on January 1, April 1, July 1 and October 1 (or the first business day following each such date), provided that the first payment shall be due on the Closing Date and shall be in an amount
pro-rated for the period from the Closing Date to the end of the then current fiscal quarter. If the ValueAct Group invests, directly or indirectly, additional equity in the Company or any of its affiliates on one or more occasions after the Closing
Date, then, in each such case, the Company and ValueAct will negotiate in 








 
good faith to effect a mutually acceptable increase to such advisory fee. In consideration of the ValueAct Group’s providing Transaction Services, the
Company will pay ValueAct a fee to be agreed between the Company and ValueAct. The Company shall reimburse ValueAct promptly for the ValueAct Group’s out-of-pocket costs and expenses incurred in connection with any investment by the ValueAct
Group, directly or indirectly, in the Company or any of its affiliates, whether made on or after the Closing Date, including any investment in connection with the transactions contemplated by the Merger Agreement (the “Acquisition”)
and including in connection with any sale or transfer, directly or indirectly, of its equity interests in the Company or any affiliates. Such costs and expenses shall include, but not be limited to, those incurred by the ValueAct Group in the course
of monitoring its investment in the Company and performing ValueAct’s duties (including, without limitation, Transaction Services) hereunder. 
 The Company will indemnify each member of the ValueAct Group, and their respective officers, directors, partners, employees, agents and control persons (as such term is used in the Securities Act of 1933, as amended, and the rules and
regulations thereunder) to the full extent lawful against any and all claims, losses and expenses as incurred (including all reasonable fees and disbursements of any such indemnitee’s counsel and other out-of-pocket expenses incurred in
connection with the investigation of and preparation for any such pending or threatened claims and any litigation or other proceedings arising therefrom) arising in connection with the Merger, the Acquisition, any of the transactions contemplated by
the Merger Agreement (including the financing of the Merger), or such indemnitee’s investment in the Acquisition or out of any services rendered by the ValueAct Group hereunder and/or any such indemnitee being a controlling person of the
Company or any of its subsidiaries; provided, however, there shall be excluded from such indemnification any such claim, loss or expense to the extent that it is based upon any action or failure to act by such indemnitee that is found
in a final judicial determination to constitute gross negligence or intentional misconduct on such indemnitee’s part. The Company will advance costs and expenses, including attorney’s fees, incurred by any such indemnitee in defending any
such claim in advance of the final disposition of such claim upon receipt of an undertaking by or on behalf of such indemnitee to repay amounts so advanced if it shall ultimately be determined that such indemnitee is not entitled to be indemnified
by the Company pursuant to this Agreement. 
 The Company’s obligations set forth in this Agreement shall survive the termination of
ValueAct’s services pursuant to the first paragraph of this Agreement. 
 This Agreement may not be amended or revised except by a
writing signed by the parties. 
 This agreement shall be governed by the laws of the State of New York. 
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 If you are in agreement with the foregoing, kindly so indicate by signing a counterpart of this letter,
whereupon it will become a binding agreement between us. 
  

			
	Very truly yours,
	
	KAR HOLDINGS, INC.
		
	By:	 	 /s/ Church M. Moore

	Name:	 	Church M. Moore
	Title:	 	Vice President


  

			
	Agreed and accepted:
	
	VALUEACT CAPITAL MASTER FUND, L.P.
		
	By:	 	VA Partners, LLC, its General Partner
		
	By:	 	 /s/ George F. Hamel, Jr.

	Name:	 	George F. Hamel, Jr.
	Title:	 	Managing Member