Exhibit 10.2


LIMITED
GUARANTEE


OF


KELSO
INVESTMENT ASSOCIATES VII, L.P.


AND


INSURANCE AUTO AUCTIONS, INC.


LIMITED GUARANTEE,
dated as of December 22, 2006 (this “Limited Guarantee”), by Kelso
Investment Associates VII, L.P. (“Kelso”) and Insurance Auto Auctions,
Inc. (“IAAI” and together with Kelso, the “Guarantors”), in favor
of ADESA, INC., a Delaware
corporation (the “Company”).  On the date hereof, the Company has entered
into guarantees (the “Other Guarantees”) with (i) ValueAct Capital
Master Fund, L.P., (ii) GS Capital Partners VI, L.P. (together with GS Capital
Partners VI Parallel, L.P., GS Capital Partners VI Offshore, L.P. and GS
Capital Partners VI GmbH & Co. KG) and (iii) Parthenon Investors II, L.P.
and Insurance Auto Auctions, Inc. (collectively, the “Other Guarantors”)
on substantially similar terms, except as otherwise expressly provided
therein.  Any capitalized term not
otherwise defined herein shall be as defined in the Merger Agreement (as
defined below).


1.             LIMITED GUARANTEE.  To induce the Company to enter into that
certain Agreement and Plan of Merger, dated as of the date hereof (as amended,
supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, KAR
Holdings II, LLC, a limited liability company (“Buyer”), KAR Holdings,
Inc, a Delaware corporation and wholly-owned subsidiary of Buyer (“Holdings”)
and KAR Acquisition, Inc, a Delaware corporation and wholly-owned subsidiary of
Holdings (“Merger Sub” and together with Buyer and Holdings, the “Buyer Parties”), the Guarantors, jointly and
severally, absolutely, unconditionally and irrevocably guarantees to the
Company, on the terms and conditions set forth herein, the prompt and complete payment,
if and when due of 29.5181% (the “Guaranteed Percentage”) of the
obligations of the Buyer Parties pursuant to and in accordance with: (i)
Section 8.3(d)(i) of the Merger Agreement with respect to the Buyer Termination
Fee; (ii) Section 8.3(d)(ii) of the Merger Agreement with respect to the
reimbursement of the Company Transaction Expenses; and (iii) Section
8.3(d)(iii) of the Merger Agreement with respect to the reimbursement of the
Company Financing Fees and Expenses and the Credit Facility Fees and Expenses (the
Guaranteed Percentage of the payment obligations identified in clauses (i) through
(iii) above, are collectively referred to herein as the “Obligations”); provided,
that, notwithstanding anything herein to the contrary, in the event that the
Guarantors have actually paid the Guaranteed Percentage of the Buyer
Termination Fee pursuant to clause (i) above or the Guaranteed Percentage of
the Company Transaction Expenses pursuant to clause (ii) above, the Guarantors
shall have no payment obligation with respect to the Company Financing Fees and
Expenses or the Credit Facility Fees and Expenses referenced in clause (iii)
above; and provided, further that the maximum aggregate amount payable
by the Guarantors under this Limited Guarantee (exclusive of any amounts
required to be paid by the Guarantors pursuant to and in accordance with
Section 16 hereof (the “Prevailing Party Costs”)) shall not exceed the
aggregate of Eleven Million Eight Hundred Seven Thousand and Two Hundred and
Twenty Nine U.S. Dollars (U.S.$ 11,807,229) (the “Cap”); it being
understood that this Limited Guarantee may not be enforced without giving
effect to the Cap.  Except for Prevailing
Party Costs, the Company hereby agrees that in no event shall the Guarantors be
required to pay to any Person under, in respect of, or in connection with this
Limited Guarantee or the Merger Agreement, more than the Cap, and that the
Guarantors shall not have any obligation or liability to any Person relating
to, arising out of or in connection with, this Limited Guarantee other than as
expressly set forth



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herein.  Should either of the Buyer Parties default in
the prompt and complete payment or performance of the Obligations, the Guarantors’
obligations hereunder shall become immediately due and payable to the
Company.  The Company shall provide Buyer
and the Guarantors with reasonable documentation, as applicable, of the Company
Financing Fees and Expenses and the Company Transaction Expenses and shall use
reasonable best efforts to provide Buyer with reasonable documentation of the
Credit Facility Fees and Expenses.  All
sums payable by the Guarantors hereunder shall be made in immediately available
funds.  The Company may, in its sole
discretion, bring and prosecute a separate action or actions against the Guarantors
for the full payment of the Obligations, subject to the Cap (plus any Prevailing
Party Costs), regardless of whether the action is brought against one or both
of the Buyer Parties or any Other Guarantor or whether one or both of the Buyer
Parties or any Other Guarantor is joined in any such action or actions.  Notwithstanding anything to the contrary
contained in this Limited Guarantee or any other document, the obligations (i) of
the Guarantors under this Limited Guarantee shall be joint and several and (ii)
of any Other Guarantor under any Other Guarantee shall be several and not
joint.


2.             NATURE OF LIMITED GUARANTEE.


(a)           The Company shall not
be obligated to file any claim relating to the Obligations in the event that
one or both of the Buyer Parties becomes subject to a bankruptcy, reorganization
or similar proceeding, and the failure of the Company to so file shall not
affect the Guarantors’ obligations hereunder. 
In the event that any payment to the Company in respect of the
Obligations is rescinded or must otherwise be returned for any reason
whatsoever, the Guarantors shall remain liable hereunder with respect to the
Obligations (plus any Prevailing Party Costs) as if such payment had not been
made (subject to the terms hereof).  This
is an unconditional guarantee of payment and not of collectibility.  Notwithstanding any other provision of this
Limited Guarantee, the Company hereby agrees that (i) the Guarantors may
assert, as a defense to any payment or performance by the Guarantors under this
Limited Guarantee, any defense to such payment or performance that the Buyer
Parties could assert against the Company under the terms of the Merger
Agreement, other than any such defense arising out of, due to, or as a result
of, the insolvency or bankruptcy of any Buyer Party or any of the Other
Guarantors, or any defense based upon a claim of fraudulent conveyance and
similar laws of general applicability relating to creditors rights; and (ii) to
the extent the Buyer Parties are relieved by the parties to the Merger
Agreement (including the Company) of their obligations under Section 8.3(d) of
the Merger Agreement, the Guarantors shall be similarly relieved of their
Obligations under this Limited Guarantee.


(b)           The Company hereby
acknowledges and agrees that, as of the date hereof, each of the Buyer Parties’
sole assets are a de minimis amount
of cash and their respective rights under the Merger Agreement, and that no
additional funds or assets are expected to be contributed to the Buyer Parties,
except as contemplated by the Merger Agreement in connection with the Closing.


(c)           Notwithstanding
anything that may be expressed or implied in this Limited Guarantee or any
document or instrument delivered contemporaneously herewith, and
notwithstanding the fact that either of the Guarantors may be a partnership or
limited liability company, by its acceptance of the benefits of this Limited
Guarantee, the Company covenants and agrees that (i) neither the Company nor
any of its Subsidiaries or Affiliates, and the Company agrees to the maximum
extent permitted by Law, none of its officers, directors,



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security holders or representatives, has or shall have
any right of recovery under the Merger Agreement or the transactions
contemplated thereby, and to the extent that it has or obtains any such right,
it, to the maximum extent permitted by Law, hereby waives (on its own behalf
and on behalf of each of the aforementioned persons) each and every such right
against, and hereby releases, and no personal liability shall attach to, the Guarantors
or any of the Sponsor Affiliates (as defined below), from and with respect to
any claim, known or unknown, now existing or hereafter arising, relating to the
Merger Agreement or the transactions contemplated thereby, whether by or
through attempted piercing of the corporate (or limited liability company or
limited partnership) veil, or by or through a claim by or on behalf of any Buyer
Party (or any other Person) against any Sponsor Affiliate (including, without
limitation, a claim to enforce the Equity Commitment Letters) (the “Released
Claims”), except for its rights to recover from the Guarantors (but not any
Sponsor Affiliate, under and to the extent provided in this Limited Guarantee
(subject to the limitations described herein)), and its rights against the
Other Guarantors pursuant to the terms of the Other Guarantees; and (ii) recourse
against the Guarantors under this Limited Guarantee (subject to the limitations
described herein) and against the Other Guarantors pursuant to the Other
Guarantees shall be the sole and exclusive remedy of the Company and all of its
Subsidiaries and Affiliates against the Guarantors and each Sponsor Affiliate
in respect of any liabilities or obligations arising under the Merger Agreement
or the transactions contemplated thereby. For purposes of this Limited
Guarantee, “Sponsor Affiliate” means, collectively, any former, current
or future director, officer, employee, agent, general or limited partner,
manager, member, stockholder, Affiliate or assignee of the undersigned or any
Sponsor Affiliate or any former, current or future director, officer, employee,
agent, general or limited partner, manager, member, stockholder, Affiliate or
assignee of any of the foregoing; provided, that, if the Person is an Other
Guarantor, such Person shall also have such obligations to Company as are set
forth in the Other Guarantee of such Person.


(d)           The Company hereby
covenants and agrees that it shall not institute, directly or indirectly, and
shall cause its Subsidiaries and controlled Affiliates not to institute, in the
name of or on behalf of the Company or any other Person, any proceeding or
bring any other claim arising under the Merger Agreement or the transactions
contemplated thereby, against the Guarantors or the Sponsor Affiliates except
for claims against the Guarantors under this Limited Guarantee (subject to the
limitations described herein), any claims against any Sponsor Affiliate that is
an Other Guarantor under an Other Guarantee, any claims for equitable relief
permitted under Section 9.12 of the Merger Agreement, or any claims permitted
under the Confidentiality Agreement.


(e)           The Company
acknowledges that the Guarantors are agreeing to enter into this Limited
Guarantee in reliance on the provisions set forth in Sections 2(b) through (e).
Sections 2(b), 2(c), 2(d) and 2(e) shall survive termination of this Limited
Guarantee.


3.             CHANGES IN OBLIGATIONS; CERTAIN WAIVERS.  The Guarantors agree that the Company may at
any time and from time to time, without notice to or further consent of the Guarantors,
extend the time of payment of any of the Obligations, and also may make any
agreement with one or both of the Buyer Parties or any Other Guarantor for the
extension, renewal, payment, compromise, discharge or release thereof, in whole
or in part, or for any modification of the terms thereof or of any agreement
between the Company, on the one hand, and one or both of the Buyer Parties or
any Other Guarantor, on the other hand, without in any way impairing or
affecting the Guarantors’ obligations under this Limited Guarantee.  The



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Guarantors agree that the
obligations of the Guarantors hereunder shall not be released or discharged, in
whole or in part, or otherwise affected by: (a) the failure of the Company
to assert any claim or demand or to enforce any right or remedy against one or
both of the Buyer Parties or any Other Guarantor; (b) any change in the
time, place or manner of payment of any of the Obligations or any rescission,
waiver, compromise, consolidation or other amendment or modification of any of
the terms or provisions of the Merger Agreement, any Other Guarantee, or any
other agreement evidencing, securing or otherwise executed in connection with
any of the Obligations (provided that any such change, rescission, waiver,
compromise, consolidation or other amendment or modification shall be subject
to the prior written consent of the Buyer Parties to the extent expressly
required by the Merger Agreement or to the prior written consent of any of the
applicable Other Guarantors, to the extent expressly required by any of the
Other Guarantees); (c) the addition, substitution or release of any Person
interested in the transactions contemplated by the Merger Agreement (provided,
that any such addition, substitution or release shall be subject to the prior
written consent of the Buyer Parties to the extent expressly required under the
Merger Agreement); (d) any change in the corporate existence, structure or
ownership of one or both of the Buyer Parties or any other Person liable with
respect to any of the Obligations; (e) any insolvency, bankruptcy,
reorganization or other similar proceeding affecting one or both of the Buyer
Parties, or any other Person liable with respect to any of the Obligations;
(f) subject to the last sentence of Section 2(a) hereof, any lack of
validity or enforceability of the Obligations, the Merger Agreement or any
agreement or instrument relating thereto; (g) the existence of any claim,
set-off or other rights which the Guarantors may have at any time against one
or both of the Buyer Parties, any Other Guarantor or the Company, whether in
connection with the Obligations or otherwise; or (h) the adequacy of any
other means the Company may have of obtaining repayment of any of the
Obligations.  To the fullest extent
permitted by Law, the Guarantors hereby expressly waive any and all rights or
defenses arising by reason of any Law which would otherwise require any
election of remedies by the Company.  The
Guarantors waive promptness, diligence, notice of the acceptance of this Limited
Guarantee and of the Obligations, presentment, demand for payment, notice of
non-performance, default, dishonor and protest, notice of any Obligations
incurred and all other notices of any kind (except for notices to be provided
to the Buyer Parties and Skadden, Arps, Slate, Meagher & Flom LLP in
accordance with Section 9.2 of the Merger Agreement), all defenses which may be
available by virtue of any valuation, stay, moratorium or other similar Law now
or hereafter in effect, any right to require the marshalling of assets of one
or both of the Buyer Parties, or any other Person liable with respect to any of
the Obligations, and all suretyship defenses generally (other than breach by
the Company of this Limited Guarantee). 
The Guarantors hereby unconditionally and irrevocably agree that it
shall not institute, and shall cause its Affiliates not to institute, any
proceeding asserting that this Limited Guarantee is illegal, invalid or
unenforceable in accordance with its terms, subject to the effects of bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of
general application relating to or affecting creditors’ rights, and general
equitable principles (whether considered in a proceeding in equity or at
law).  The Guarantors acknowledge that they
will receive substantial direct and indirect benefits from the transactions
contemplated by the Merger Agreement and that the waivers set forth in this
Limited Guarantee are knowingly made in contemplation of such benefits and after
the advice of counsel.


4.             NO SUBROGATION.  The Guarantors hereby unconditionally and
irrevocably agree not to exercise any rights that it may now have or hereafter
acquire against one or both of the Buyer Parties or any other Person liable
with respect to any of the Obligations that arise from the



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existence, payment,
performance, or enforcement of the Guarantors’ obligations under or in respect
of this Limited Guarantee or any other agreement in connection therewith,
including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution or indemnification and any right to participate in
any claim or remedy of the Company against one or more of the Buyer Parties or
any other Person interested in the transactions contemplated by the Merger
Agreement liable with respect to any of the Obligations, whether or not such
claim, remedy or right arises in equity or under contract, statute or common
law, including, without limitation, the right to take or receive from one or more
of the Buyer Parties or any other Person liable with respect to any of the
Obligations, directly or indirectly, in cash or other property or by set-off or
in any other manner, payment or security on account of such claim, remedy or
right, unless and until all of the Obligations and Prevailing Party Costs, if
applicable, shall have been irrevocably paid in full in cash; provided
that, the Guarantors shall have the right to cause any other Person to satisfy
its payment obligations to the Company under Section 1 hereof; provided,
however, that such right in the preceding proviso shall only relieve the Guarantors
of their obligation to make such payment when such payment is irrevocably paid
by such other Person in full in cash.  If
any amount shall be paid to the Guarantors in violation of the immediately
preceding sentence at any time prior to the payment in full in cash of the
Obligations and Prevailing Party Costs, if applicable, such amount shall be
received and held in trust for the benefit of the Company, shall be segregated
from other property and funds of the Guarantors and shall forthwith be paid or
delivered to the Company in the same form as so received (with any necessary
endorsement or assignment) to be credited and applied to the Obligations and Prevailing
Party Costs, if applicable, in accordance with the terms of the Merger
Agreement, whether matured or unmatured, or to be held as collateral for any
Obligations or Prevailing Party Costs, if applicable, thereafter arising.


5.             NO WAIVER; CUMULATIVE RIGHTS.  No failure on the part of the Company to
exercise, and no delay in exercising, any right, remedy or power hereunder,
shall operate as a waiver thereof, nor shall any single or partial exercise by
the Company of any right, remedy or power hereunder preclude any other or
future exercise of any right, remedy or power hereunder.  Each and every right, remedy or power hereby
granted to the Company shall be cumulative and not exclusive of any other, and
may be exercised by the Company at any time or from time to time.


6.             REPRESENTATIONS AND WARRANTIES.  Each of the Guarantors hereby represents and
warrants that:


(a)           such Guarantor has full corporate or limited
partnership, as the case may be, power and authority to execute and deliver
this Limited Guarantee and to perform the Obligations, and the execution,
delivery and performance of this Limited Guarantee by such Guarantor has been
duly authorized by all necessary corporate or limited partnership, as the case
may be, action on the part of such Guarantor;


(b)           this Limited Guarantee is the valid and
binding obligation of such Guarantor enforceable in accordance with its terms,
subject to the qualification, however, that enforcement of the rights and
remedies created thereby is subject to the effects of bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar Laws of general
application relating to or affecting creditors’ rights, and to general
equitable principles (whether considered in a proceeding in equity or at law);



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(c)           no further approval of the board of
directors, managers, members, partners, stockholders or other security holders of
such Guarantor is required for the execution, delivery and performance of this
Limited Guarantee by such Guarantor and the execution, delivery and performance
of this Limited Guarantee by such Guarantor does not contravene any provision
of such Guarantors’ organizational documents or any Law, regulation, rule,
decree, order, judgment or contractual restriction binding on such Guarantor or
any of its assets;


(d)           all consents, approvals, authorizations,
permits of, filings with and notifications to, any governmental authority
necessary for the due execution, delivery and performance of this Limited
Guarantee by such Guarantor has been obtained or made and all conditions
thereof have been duly complied with, and no other action by, and no notice to
or filing with, any governmental authority or regulatory body is required in
connection with the execution, delivery and performance of this Limited
Guarantee; and


(e)           such Guarantor has the financial capacity to
pay and perform all of its obligations under this Limited Guarantee, and all
funds necessary for such Guarantor to fulfill its Obligations under this
Limited Guarantee shall be available to such Guarantor (or its assignee
pursuant to Section 12 hereof) for as long as this Limited Guarantee shall
remain in effect in accordance with Section 7 hereof.


7.             CONTINUING GUARANTEE; TERMINATION.  This Limited Guarantee shall remain in full
force and effect and shall be binding on the Guarantors, their successors and
assigns until all of the Obligations and Prevailing Party Costs, if applicable,
payable under this Limited Guarantee have been irrevocably paid in full.  Notwithstanding the foregoing and subject to
the proviso below, this Limited Guarantee shall terminate and the Guarantors
shall have no further obligations under this Limited Guarantee upon the
earliest to occur of (i) the Effective Time or (ii) the termination of the
Merger Agreement in circumstances not giving rise to a claim for payment of any
Obligation; provided, that if the Company commences an action with
respect to this Limited Guarantee in a court of competent jurisdiction, this
Limited Guarantee shall remain in full force and effect until the final resolution
of such action.  Notwithstanding the
foregoing, in the event that the Company, any of its Subsidiaries or Affiliates
asserts in any litigation or other proceeding (1) that the provisions of
Section 1 hereof limiting the maximum aggregate liability of the Guarantors to
the Cap plus the Prevailing Party Costs, or the provisions of Sections 2(a),
2(c), 2(d), 7, 9, 10, 11, 16, 17 and the third to last sentence of Section 3 of
this Limited Guarantee, are illegal, invalid or unenforceable in whole or in
part, or that the Guarantors are liable, jointly and severally, for amounts in
excess of their Obligations hereunder (plus Prevailing Party Costs) as a result
of the Merger Agreement or this Limited Guarantee (which shall include, without
limitation, any losses, damages, obligations or liabilities suffered as a
result of the Merger Agreement and the transactions contemplated thereby
(including the termination of the Merger Agreement or the breach of the Merger
Agreement by the Buyer Parties)) or (2) that the Guarantors, any Sponsor
Affiliate, or any Buyer Party is liable for any losses, damages, obligations or
liabilities suffered as a result of this Limited Guarantee or the Merger
Agreement and the transactions contemplated thereby (including as a result of
the termination of the Merger Agreement, any breach of the Merger Agreement by
the Buyer Parties or the failure of the transactions contemplated by the Merger
Agreement to be consummated) other than liability of the Guarantors under this
Limited Guarantee and the Other Guarantors under the Other Guarantees (as
limited by the provisions hereof and thereof), then (x) the Obligations of the Guarantors
under this Limited Guarantee shall terminate ab
initio and shall



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thereupon be null and
void, (y) if the Guarantors have previously made any payment under this Limited
Guarantee, it shall be entitled to recover such payments from the Company and
(z) neither of the Guarantors nor any Sponsor Affiliate shall have any
liability to the Company or any of its Affiliates with respect to the
transactions contemplated by the Merger Agreement or under this Limited
Guarantee.


8.             NOTICES.  All notices and other communications given or
made pursuant hereto shall be in writing and shall be deemed to have been duly
given or made as of the date delivered or mailed if delivered personally or
mailed by registered or certified mail (postage prepaid, return receipt
requested) to the parties at the following addresses (or at such other address
for a party as shall be specified by like changes of address which shall be
effective upon receipt) or sent by electronic transmission, with confirmation
received, to the facsimile number specified below:


(a)           If to Kelso:


c/o Kelso & Company


320 Park Ave., 24th Floor


New York, NY 10022


Attention:  James J. Connors, II, Esq.


Facsimile No.:  (212) 223-2379


Telephone No.:  (212)
751-3939


With a copy (which shall not constitute notice) to:


Skadden, Arps, Slate,
Meagher & Flom LLP

Four Times Square

New York, NY  10036


Attention:  Lou R. Kling, Esq.


Facsimile No.:  (917) 777-3000


Telephone No.:  (212)
735-3000


(b)           If to
IAAI:


Insurance Auto Auctions, Inc.


Two Westbrook Corporate Center, Suite 500


Westchester, Illinois 60154


Attention:  Sidney L. Kerley, Esq.


Facsimile No.:  (708) 492-7369


Telephone No.:  (708)
492-7558


With a copy (which shall not constitute notice) to:


Kelso & Company


320 Park Ave., 24th Floor


New York, NY 10022


Attention:  James J. Connors, II, Esq.


Facsimile No.:  (212) 223-2379


Telephone No.: 
(212) 751-3939



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(b)           If to the
Company:


ADESA, Inc.

13085 Hamilton Crossing Blvd.

Carmel, IN 46032


Attention: 
George J. Lawrence

Facsimile No.:  (317) 249-4505


Telephone No.:  (317) 249-4255


With a copy (which shall not constitute notice) to:


Morrison & Foerster
LLP


425 Market Street


San Francisco, CA 94105


Attention:  Robert S. Townsend


Facsimile No.:  (415) 268-7522


Telephone No.: 
(415) 268-7080


9.             AMENDMENT.  This Limited
Guarantee may not be amended except by an instrument in writing signed by the
parties hereto.


10.          SEVERABILITY.  If any term or other provision of this
Limited Guarantee is invalid, illegal or incapable of being enforced by rule of
law, or public policy, all other conditions and provisions of this Limited
Guarantee shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner adverse to any party; provided, however, that
this Limited Guarantee may not be enforced without giving effect to the Cap
provided in Section 1 hereof (plus any Prevailing Party Costs) and the
provisions of Sections 2(b) through 2(e), 7 and 10.  Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Limited Guarantee so as to
effect the original intent of the parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible; provided,
however, that this Limited Guarantee may not be enforced without giving effect
to the Cap provided in Section 1 hereof (plus any Prevailing Party Costs) and
the provisions of Sections 2(b) through 2(e), 7 and 10.


11.          ENTIRE AGREEMENT. 
This Limited Guarantee constitutes the entire agreement and supersedes
all prior agreements and undertakings, both written and oral, between the
parties with respect to the subject matter hereof.


12.          ASSIGNMENT.  Neither the Company nor the Guarantors
may assign their rights, interests or obligations under this Limited Guarantee
to any other Person (except by operation of Law or otherwise) without the prior
written consent of the Company (in the case of an assignment by the Guarantors)
or the Guarantors (in the case of an assignment by the Company); provided,
that (i) each of the Guarantors may assign all or a portion of its rights or
obligations hereunder to an Affiliate or to an entity managed or advised by an
Affiliate of such Guarantor, as applicable, and (ii) if a portion of Kelso’s commitment
under its Equity Commitment Letter is assigned in accordance with the terms
thereof, then a corresponding portion of its Obligations



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hereunder may be assigned
to the same assignee; provided, however, that no such assignment shall relieve
the Guarantors of its Obligations hereunder, unless otherwise agreed in writing
by the Company.


13.          PARTIES IN INTEREST.  This Limited Guarantee shall be
binding upon and inure solely to the benefit of each party hereto, and nothing
in this Limited Guarantee, express or implied, is intended to or shall confer
upon any other Person any right, benefit or remedy of any nature whatsoever
under or by reason of this Limited Guarantee, except with respect to an
assignee permitted by Section 12 hereof.


14.          GOVERNING LAW; JURISDICTION.  This Limited Guarantee shall be governed by,
and construed in accordance with, the Laws of the State of New York
applicable to contracts to be performed entirely within such state, including
all matters of construction, validity and performance, regardless of the laws
that might otherwise govern under applicable principles of conflicts of laws
thereof, except for mandatorily applicable provisions of the Delaware General
Corporation Law.  Each party to this
Limited Guarantee hereby irrevocably agrees that any legal action, suit or
proceeding arising out of or relating to this Limited Guarantee shall be
brought in the United States District Court for the Southern District of New
York or the Supreme Court of the State of New York and each party hereto agrees
not to assert, by way of motion, as a defense or otherwise, in any such action,
suit or proceeding, any claim that it is not subject personally to the
jurisdiction of such court, that the action, suit or proceeding is brought in
an inconvenient forum, that the venue of the action, suit or proceeding is
improper or that this Limited Guarantee, or the subject matter hereof or
thereof may not be enforced in or by such court.  Each party hereto further and irrevocably
submits to the jurisdiction of such court in any action, suit or
proceeding.  The parties agree that any
or all of them may file a copy of this Section 14 with any court as written
evidence of the knowing, voluntary and bargained agreement between the parties
irrevocably to waive any objections to venue or to convenience of forum.


15.          COUNTERPARTS; FACSIMILE DELIVERY.  This Limited Guarantee may be executed in one
or more counterparts, and by the different parties hereto in separate
counterparts, and delivered by facsimile, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.


16.          COSTS AND EXPENSES. 
In any action at law or suit in equity to enforce this Limited Guarantee
or the rights of any of the parties hereunder, the prevailing party in such
action or suit shall be entitled to receive a reasonable sum for its attorneys’
fees and all other reasonable costs and expenses incurred in such action or
suit. Any payment by the Guarantors under this Section 16 shall not reduce,
limit or otherwise affect the other obligations of the Guarantors hereunder or
be counted towards the Cap.


17.          WAIVER OF JURY TRIAL. 
EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR ANY
OF THE TRANSACTIONS CONTEMPLATED HEREBY.



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IN
WITNESS WHEREOF, the Guarantors and the Company have caused this Limited
Guarantee to be executed and delivered as of the date first written above by
its officer thereunto duly authorized.


	
  

  	
   

  	
  KELSO INVESTMENT ASSOCIATES VII, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Kelso GP VII, L.P., the general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Kelso GP VII, LLC, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James J. Connors, II 

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James J. Connors, II 

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INSURANCE AUTO AUCTIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Sidley L. Kerley

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sidley L. Kerley

  
	
   

  	
   

  	
  Title:

  	
  Vice President and General Counsel

  
						



 


 


	
  Accepted and Agreed to:

  	 

	
   

  	 

	
  ADESA, Inc.

  	 

	
   

  	 

	
   

  	 

	
  By:

  	
  /s/ David G.
  Gartzke

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  David G. Gartzke

  	
   

  	
   

  	
   

  	 

	
   

  	
  Title:

  	
  Chairman and
  Chief Executive Officer

  	
   

  	
   

  	 

														



 



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