Exhibit
10.4


LIMITED GUARANTEE

OF

VALUEACT CAPITAL MASTER FUND, L.P.


LIMITED GUARANTEE,
dated as of December 22, 2006 (this “Limited Guarantee”), by ValueAct
Capital Master Fund, L.P. (“Guarantor”), 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) 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), (ii)
Parthenon Investors II, L.P. and Insurance Auto Auctions, Inc. and (iii) Kelso
Investment Associates, VII, 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 Guarantor 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 28.3133% (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
Guarantor has 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, Guarantor 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 Guarantor under this
Limited Guarantee (exclusive of any amounts required to be paid by Guarantor
pursuant to and in accordance with Section 16 hereof (the “Prevailing Party
Costs”)) shall not exceed the aggregate of Eleven Million Three Hundred
Twenty Five Thousand and Three Hundred One U.S. Dollars (U.S.$11,325,301) (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 Guarantor 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
Guarantor 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 herein.  Should
either of the Buyer Parties default in the prompt and complete payment or performance
of the Obligations, the Guarantor’s



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obligations hereunder shall become immediately due and payable to the
Company.  The Company shall provide Buyer
and Guarantor 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 Guarantor 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 Guarantor 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 of
the Guarantor under this Limited Guarantee and 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 Guarantor’s 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 Guarantor 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 Guarantor may assert, as a defense to any payment or performance by the
Guarantor 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 Guarantor shall be similarly relieved of
its 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 the Guarantor 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, security holders or



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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 Guarantor 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 the Buyer Parties (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 Guarantor (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 Guarantor 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 Guarantor 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 Guarantor or the Sponsor Affiliates except
for claims against the Guarantor 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 Guarantor is 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 Guarantor agrees that the Company may at
any time and from time to time, without notice to or further consent of the
Guarantor, 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



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way impairing or affecting the Guarantor’s obligations under this
Limited Guarantee.  The Guarantor agrees
that the obligations of the Guarantor 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
Guarantor 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 Guarantor hereby expressly
waives any and all rights or defenses arising by reason of any Law which would
otherwise require any election of remedies by the Company.  The Guarantor waives 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 Guarantor hereby unconditionally and
irrevocably agrees 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
Guarantor acknowledges that it 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.



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4.             NO SUBROGATION.  The Guarantor hereby unconditionally and
irrevocably agrees 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 existence, payment,
performance, or enforcement of the Guarantor’s 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 both 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
both 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 Guarantor 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
Guarantor of its 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 Guarantor
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 Guarantor
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.  The Guarantor hereby represents and warrants
that:


(a)           the Guarantor has full limited partnership
or limited liability company, 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 Guarantor
has been duly authorized by all necessary limited partnership or limited
liability company, as the case may be, action on the part of Guarantor;


(b)           this Limited Guarantee is the valid and
binding obligation of the Guarantor enforceable in accordance with its terms,
subject to the qualification, however, that



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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);


 


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



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thereby (including the termination of the Merger Agreement or the
breach of the Merger Agreement by the Buyer Parties)) or (2) that the
Guarantor, 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 Guarantor 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 Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the
Guarantor has previously made any payment under this Limited Guarantee, it
shall be entitled to recover such payments from the Company and (z) neither the
Guarantor 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 Guarantor:


ValueAct
Capital Master Fund, L.P.


c/o
ValueAct Capital


435
Pacific Ave., 4th Floor


San
Francisco, CA 94133


Attention:
Allison Bennington


Tel:
(415) 362-3700


Fax: (415) 362-5727


with
copy (which shall not constitute notice) to:


Dechert LLP


Cira Centre 


2929 Arch Street 


Philadelphia, PA
19104-2808


Attn:  Christopher G. Karras


Tel: (215) 994-2412


Fax: (215) 655-2412


(b)           If to the
Company:


ADESA, Inc.


13085 Hamilton Crossing
Blvd.


Carmel, IN 46032


Attention: 
George J. Lawrence


Facsimile No.: 
(317) 249-4505



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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 Guarantor
may assign its 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 Guarantor)
or the Guarantor (in the case of an assignment by the Company); provided,
that (i) the Guarantor 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
the Guarantor, and (ii) if a portion of the Guarantor’s commitment under its
Equity Commitment Letter is assigned in accordance with the terms thereof, then
a corresponding portion of its Obligations hereunder may be assigned to the
same assignee; provided, however, that no such assignment shall relieve
the Guarantor 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



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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 Guarantor under this Section 16 shall not reduce,
limit or otherwise affect the other obligations of the Guarantor 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
Guarantor 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.


	
  

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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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