Financial Advisory Agreement (Goldman, Sachs & Co.)



 Exhibit 10.18 
 KAR Holdings, Inc. 
 c/o Kelso & Company, L.P. 
 320 Park Avenue, 24th Floor 
 New York, NY 10022 
 April 20, 2007 
 Goldman, Sachs & Co. 
 85 Broad Street 
 New York, New York 10004 
 Ladies and Gentlemen: 
 KAR Holdings, Inc. (the
“Company”) hereby agrees to retain you, Goldman, Sachs & Co. (“Goldman”), and any of your affiliates or designees (collectively, with Goldman, the “Goldman 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 Goldman and its affiliates or any private equity funds managed by Goldman 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 Goldman Group’s providing the foregoing services (other than the Transaction Services), the Company
will, or will cause one of its Subsidiaries, to pay Goldman (i) a fee of $12,054,796.70 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 $1,034,528.06, 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 Goldman
Group or any private equity funds managed by Goldman 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 Goldman will
negotiate in good faith to effect a mutually acceptable increase to such advisory fee. In consideration of the Goldman Group’s providing Transaction Services, the Company will pay Goldman a fee to be agreed between the Company and Goldman. The
Company shall reimburse Goldman promptly for the Goldman Group’s out-of-pocket costs and expenses incurred in connection with any investment by the Goldman Group or any private equity fund managed by Goldman, 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 Goldman Group in the course of monitoring its investment in the Company and performing
Goldman’s duties (including, without limitation, Transaction Services) hereunder. 
 The Company will indemnify each member of the
Goldman Group and any private equity fund managed by Goldman that invest in the equity of the Company, 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 Goldman 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 Goldman’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:
	
	GOLDMAN, SACHS & CO.
		
	By:	 	 /s/ Philip Grovit

	Name:	 	Philip Grovit
	Title:	 	Managing Director