Exhibit 10.5


Indemnification
Agreement


This Indemnification Agreement (this “Agreement”)
is made and entered into as of  [                
     ], 2006, between ADESA, Inc., a Delaware
corporation (the “Company”), and  [                   ]
(“Indemnitee”).


Whereas,
it is essential to the Company to retain and attract talented and experienced
persons as directors and officers;


Whereas,
Indemnitee is an officer and/or director of the Company;


Whereas,
both the Company and Indemnitee recognize the increased risk of litigation and
other claims being asserted against directors and officers of public companies;


Whereas,
the Bylaws of the Company (the “Bylaws”) require the Company to
indemnify and advance expenses to its directors and officers to the full extent
permitted by law;


Whereas,
Indemnitee has been serving and intends to continue serving as a director
and/or officer of the Company in part in reliance on the Bylaws and this
Agreement;


Whereas,
in recognition of the increased difficulty in attracting and retaining the most
capable persons as directors and officers and Indemnitee’s need for (i) substantial
protection against personal liability based on Indemnitee’s reliance on the
Bylaws, (ii) specific contractual assurance that the protection promised by the
Bylaws will be available to Indemnitee, regardless of, among other things, any
amendment to or revocation of the Bylaws or any change in the composition of
the Board of Directors of the Company (the “Board”) or acquisition
transaction relating to the Company, and (iii) an inducement to continue to
provide effective services to the Company as a director and/or officer thereof,
the Company believes it is in the best interests of the Company and its
stockholders to provide for the indemnification of and the advancing of
expenses to Indemnitee to the fullest extent (whether partial or complete)
permitted by law and as set forth in this Agreement, and, to the extent
insurance is maintained, for the continued coverage of Indemnitee under the
Company’s directors’ and officers’ liability insurance policies;


Now,
Therefore, in consideration of the promises and as an inducement to
Indemnitee to serve as a director or officer of the Company directly or, at its
request, another enterprise, the parties hereto, intending to be legally bound
hereby, agree as follows:


1.             Certain
Definitions.  In addition to terms
defined elsewhere herein, the following terms have the following meanings when
used in this Agreement:



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(a)           Affiliate:  has the meaning set forth in Rule 12b-2 of the
regulations promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).


(b)           Change in Control:  shall be deemed to have occurred if an event
set forth in any one of the following paragraphs shall have occurred:


(1)           Any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act (a “Person”) becomes the beneficial owner (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35 percent or
more of either (i) the then-outstanding shares of common stock of the Company
(the “Outstanding Company Common Stock”) or (ii) the combined voting
power of the then-outstanding Voting Securities of the Company (the “Outstanding
Company Voting Securities”); provided, however, that the following
acquisitions shall not constitute a Change of Control:  (A) any acquisition directly from the
Company, (B) any acquisition by the Company, (C) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
Affiliate or (D) any acquisition by any corporation pursuant to a transaction
that complies with Sections 1(b)(3)(i), 1(b)(3)(ii) and 

1(b)(3)(iii);


(2)           Any
time at which individuals who, as of the date hereof, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company’s stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board;


(3)           Consummation
of a reorganization, merger, statutory share exchange or consolidation or
similar transaction involving the Company or any of its Subsidiaries, a sale or
other disposition of all or substantially all of the assets of the Company, or
the acquisition of assets or stock of another entity by the Company or any of
its Subsidiaries (each, a “Business Combination”), in each case unless,
following such Business Combination, (i) all or substantially all of the
individuals and entities that were the beneficial owners of the Outstanding
Company Common Stock and the



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Outstanding Company Voting Securities immediately
prior to such Business Combination beneficially own, directly or indirectly,
more than 50 percent of the then-outstanding shares of common stock (or, for a
non-corporate entity, equivalent securities) and the combined voting power of
the then-outstanding voting securities entitled to vote generally in the
election of directors (or, for a non-corporate entity, equivalent governing
body), as the case may be, of the entity resulting from such Business
Combination (including, without limitation, an entity that, as a result of such
transaction, owns the Company or all or substantially all of the Company’s
assets either directly or through one or more Subsidiaries) in substantially
the same proportions as their ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock and the Outstanding Company
Voting Securities, as the case may be, (ii) no Person (excluding any
corporation resulting from such Business Combination or any employee benefit
plan (or related trust) of the Company or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 35 percent or
more of, respectively, the then-outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined voting
power of the then-outstanding voting securities of such corporation, except to
the extent that such ownership existed prior to the Business Combination, and
(iii) at least a majority of the members of the board of directors (or, for a
non-corporate entity, equivalent governing body) of the entity resulting from
such Business Combination were members of the Incumbent Board at the time of
the execution of the initial agreement or of the action of the Board providing
for such Business Combination; or 


(4)           Approval
by the stockholders of the Company of a complete liquidation or dissolution of
the Company.


Notwithstanding the
foregoing, in the event of any disposition of all or substantially all of the
assets of the Company pursuant to a spin-off, split-up or similar transaction
(a “Spin-off”), such Spin-off shall not be deemed a Change of Control
if, immediately following the Spin-off, the individuals and entities who were
the beneficial owners, respectively, of the Outstanding Company Common Stock
and Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, 100 percent of the
outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors of the entities resulting from such transaction, in substantially the
same proportions as their ownership, immediately prior to such transaction, of
the Outstanding Company Common Stock and Outstanding Company Voting Securities;
provided, that if another Business Combination involving any resulting entity
occurs in connection with or following a Spin-off, such Business Combination
shall be analyzed separately for purposes of determining whether a Change of
Control has occurred.


(c)           Claim:  means any threatened, asserted, pending or
completed claim, action, suit or proceeding, or any hearing, inquiry or
investigation, whether instituted by the Company or any governmental agency or
any other party, that Indemnitee in good faith believes might lead to the
institution of any such claim, action, suit or proceeding, whether civil,
criminal, administrative, investigative or other, including any arbitration or
other alternative dispute resolution mechanism.


(d)           Company:  includes, in addition to ADESA, Inc., any
Subsidiary of ADESA, Inc. and any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger to which
ADESA, Inc. (or any of its wholly owned subsidiaries) is a party which, if its
separate existence had continued, would have had power and authority to
indemnify its directors or officers, so that if Indemnitee is or was a director
or officer of such constituent corporation, or is or was a director or officer
of such constituent corporation serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, Indemnitee shall stand
in



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the same position under the
provisions of this Agreement with respect to the resulting or surviving
corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.


(e)           Expenses:  include attorneys’ fees and all other costs,
expenses and obligations (including experts’ fees, court costs, retainers,
transcript fees, duplicating costs, printing and binding costs, as well as
telecommunications, postage and courier charges) paid or incurred in connection
with investigating, defending, settling, being a witness in or participating in
(including on appeal), or preparing to investigate, defend, be a witness in or
participate in, any Claim relating to any Indemnifiable Event.


(f)            Indemnifiable Amounts:  means any and all Expenses, liability, loss
and damages (including judgments, fines, penalties, ERISA excise taxes and
amounts paid in settlement and all interest, assessments or other charges paid
or payable in connection with or in respect of such Expenses, judgments, fines,
penalties, excise taxes or amounts paid in settlement) arising out of or
resulting from any Claim relating to an Indemnifiable Event.


(g)           Indemnifiable Event:  means any event or occurrence, whether
occurring before or after the date of this Agreement, related to the fact that
Indemnitee is or was or is claimed to be an officer and/or director or
fiduciary of the Company, or is or was serving at the request of the Company as
a director, officer, employee, trustee, agent or fiduciary of another
corporation, limited liability company, partnership, joint venture, employee
benefit plan, trust or other entity or other enterprise, or by reason of
anything done or not done by Indemnitee in any such capacity, or by reason of
the fact that Indemnitee personally guaranteed any obligation of the Company.


(h)           Independent Legal Counsel:  means an attorney or firm of attorneys,
selected in accordance with the provisions of Section 3, who is
experienced in matters of corporate law and who shall not have otherwise
performed services for the Company or Indemnitee within the last five years
(other than with respect to matters concerning the rights of Indemnitee under
this Agreement, or of other indemnitees under similar indemnity agreements).  Such Independent Legal Counsel shall not
include any person who, under the applicable standards of professional conduct
then prevailing, would have a conflict of interest in representing either the
Company or Indemnitee in any action to determine Indemnitee’s rights under this
Agreement.


(i)            Other enterprise or another
enterprise:  means any other
corporation or any partnership, joint venture, trust, employee benefit plan or
enterprise of which such person is or was serving at the request of the Company
as a director, officer, employee or agent.


(j)            Reviewing Party:  means any appropriate person or body
consisting of a member or members of the Board, any other person or body
appointed by the Board who is not a party to the particular Claim for which
Indemnitee is seeking indemnification, or Independent Legal Counsel.


(k)           Subsidiary:  means any corporation, partnership or other
entity or organization of which more than 50% of the outstanding voting securities
or other ownership



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interests having by their terms
ordinary voting power to elect a majority of the board of directors is directly
or indirectly owned or controlled by the Company, by one or more of its
Subsidiaries (as defined in the preceding clause) or by the Company and any one
or more of its Subsidiaries.


(l)            Voting Securities:  means any securities of the Company which vote
generally in the election of directors.


2.             Basic
Indemnification Arrangement; Advancement of Expenses.


(a)           In the event Indemnitee was, is or
becomes a party to or witness or other participant in, or is threatened to be
made a party to or witness or other participant in, a Claim by reason of (or
arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee
to the fullest extent permitted by law as soon as practicable but in any event
no later than thirty (30) days after written demand is presented to the
Company, against any and all Indemnifiable Amounts.


(b)           If so requested by Indemnitee, the
Company shall advance (within two business days of such request) any and all
Expenses incurred by Indemnitee (an “Expense Advance”).  The Company shall, in accordance with such
request (but without duplication), either (i) pay such Expenses on behalf
of Indemnitee, or (ii) reimburse Indemnitee for such Expenses.  Indemnitee’s right to an Expense Advance is
absolute and shall not be subject to any prior determination by the Reviewing
Party that Indemnitee has satisfied any applicable standard of conduct for
indemnification.


(c)           Notwithstanding anything in this
Agreement to the contrary, Indemnitee shall not be entitled to indemnification
or any Expense Advances pursuant to this Agreement (i) in connection with any
Claim initiated by Indemnitee against the Company or any director or officer of
the Company unless (x) the Company has joined in or the Board has
authorized or consented to the initiation of such Claim or (y) the Claim
is one to enforce Indemnitee’s rights under this Agreement or (ii) on account
of any suit in which judgment is rendered against Indemnitee pursuant to
Section 16(b) of the Exchange Act for an accounting of profits made from the
purchase or sale by the Indemnitee of securities of the Company.


(d)           Notwithstanding the foregoing,
(i) the indemnification obligations of the Company under Section 2(a)
shall be subject to the condition that the Reviewing Party shall not have
determined (in a written opinion, in any case in which the Independent Legal
Counsel referred to in Section 3 hereof is involved) that Indemnitee would
not be permitted to be indemnified under applicable law, and (ii) the
obligation of the Company to make an Expense Advance pursuant to Section 2(b)
shall be subject to the condition that, if, when and to the extent that the
Reviewing Party determines that Indemnitee would not be permitted to be so
indemnified under applicable law, the Company shall be entitled to be
reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all
such amounts theretofore paid (it being understood and agreed that the
foregoing agreement by Indemnitee shall be deemed to satisfy any requirement
that Indemnitee provide the Company with an undertaking to repay any Expense
Advance if it is ultimately determined that Indemnitee is not entitled to indemnification
under applicable law); provided, however, that if Indemnitee has commenced or
thereafter commences legal proceedings in a court of competent jurisdiction to
secure a determination that



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Indemnitee should be
indemnified under applicable law, any determination made by the Reviewing Party
that Indemnitee would not be permitted to be indemnified under applicable law
shall not be binding and Indemnitee shall not be required to reimburse the
Company for any Expense Advance until a final judicial determination is made
with respect thereto (as to which all rights of appeal therefrom have been
exhausted or lapsed).  Indemnitee’s
undertaking to repay such Expense Advances shall be unsecured and
interest-free.  If there has not been a
Change in Control, the Reviewing Party shall be selected by the Board, and if
there has been a Change in Control, the Reviewing Party shall be the
Independent Legal Counsel referred to in Section 3 hereof.  If there has been no determination by the
Reviewing Party or if the Reviewing Party determines that Indemnitee
substantively would not be permitted to be indemnified in whole or in part
under applicable law, Indemnitee shall have the right to commence litigation in
any court in the States of Indiana or Delaware having subject matter
jurisdiction thereof and in which venue is proper seeking an initial
determination by the court or challenging any such determination by the
Reviewing Party or any aspect thereof, including the legal or factual bases
therefor, and the Company hereby consents to service of process and to appear
in any such proceeding.  The basis of
such indemnification by virtue of a court determination shall be a
determination by such court that indemnification of Indemnitee is proper in the
circumstances because Indemnitee has met the applicable standard of conduct.  Neither a contrary determination in the
specific case under this Section 2(d) nor the absence of any determination
hereunder shall be a defense to such application or create a presumption that
Indemnitee has not met any applicable standard of conduct.  Notice of any application for indemnification
pursuant to this Section 2(d) shall be given to the Company promptly upon
the filing of such application.  If
successful, in whole or in part, Indemnitee shall also be entitled to be paid
the Expenses of prosecuting such application.  Any determination by the Reviewing Party
otherwise shall be conclusive and binding on the Company and Indemnitee.


3.             Change
in Control.  The Company agrees that
if there is a Change in Control of the Company then with respect to all matters
thereafter arising concerning the rights of Indemnitee to indemnity payments
and Expense Advances under this Agreement or any other agreement, applicable
law, the Certificate of Incorporation of the Company (the “Charter”) or
the Bylaws now or hereafter in effect relating to indemnification for
Indemnifiable Events, the Company shall seek legal advice only from Independent
Legal Counsel selected by Indemnitee and approved by the Company (which
approval shall not be unreasonably delayed, conditioned or withheld).  Such counsel, among other things, shall
render its written opinion to the Company and Indemnitee as to whether and to
what extent Indemnitee would be permitted to be indemnified under applicable
law.  The Company agrees to pay the
reasonable fees of the Independent Legal Counsel referred to above and to
indemnify fully such counsel against any and all expenses (including attorneys’
fees), claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.


4.             Indemnification
for Additional Expenses.  The Company
shall indemnify Indemnitee against any and all Expenses and, if requested by
Indemnitee, shall provide such Expense Advances to Indemnitee subject to and in
accordance with Section 2(b), which are incurred by Indemnitee in
connection with any action brought by Indemnitee for (i) indemnification
or payment of Expense Advances by the Company under this Agreement, the Bylaws
or the Charter now or hereafter in effect and/or (ii) recovery under any
directors’ and officers’ liability insurance policies maintained by the Company,
regardless of whether



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Indemnitee ultimately is determined to be entitled to such
indemnification, Expense Advance or insurance recovery, as the case may be.


5.             Partial
Indemnity, Etc.  If Indemnitee is
entitled under any provision of this Agreement to indemnification by the
Company for some or a portion of the Expenses or other Indemnifiable Amounts in
respect of a Claim but not, however, for the total amount thereof, the Company
shall nevertheless indemnify Indemnitee for the portion thereof to which
Indemnitee is entitled.  Moreover,
notwithstanding any other provision of this Agreement, to the extent that
Indemnitee has been successful on the merits or otherwise in defense of any or
all Claims relating in whole or in part to an Indemnifiable Event or in defense
of any issue or matter therein, including dismissal without prejudice,
Indemnitee shall be indemnified against all Expenses incurred in connection
therewith.


6.             Witness
Expenses.  The Company agrees to
compensate Indemnitee for the reasonable value of Indemnitee’s time spent, and
to reimburse Indemnitee for all Expenses incurred by Indemnitee, in connection
with being a witness, or if Indemnitee is threatened to be made a witness, with
respect to any Claim involving the Company to which Indemnitee is not a party.


7.             Burden
of Proof.  In connection with any
determination by the Reviewing Party or otherwise as to whether Indemnitee is
entitled to be indemnified hereunder the Reviewing Party or court shall presume
that Indemnitee has satisfied the applicable standard of conduct and is
entitled to indemnification, and the burden of proof shall be on the Company to
establish, by clear and convincing evidence, that Indemnitee is not so
entitled.


8.             Reliance
as Safe Harbor.  For purposes of this
Agreement, Indemnitee shall be deemed to have acted in good faith and in a
manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, if Indemnitee’s actions or omissions are based on the
records or books of account of the Company or another enterprise, or on
information supplied to such person by the officers of the Company or another
enterprise in the course of their duties, or on the advice of legal counsel for
the Company or another enterprise or on information or records given or reports
made to the Company or another enterprise by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by
the Company or another enterprise.  In
addition, the knowledge and/or actions, or failures to act, of any director,
officer, agent or employee of the Company shall not be imputed to Indemnitee
for purposes of determining the right of indemnity hereunder.  The provisions of this Section 8 shall not be
deemed to be exclusive or to limit in any way the other circumstances in which
Indemnitee may be deemed to have met the applicable standard of conduct.


9.             No
Other Presumptions.  For purposes of
this Agreement, the termination of any Claim by judgment, order, settlement
(whether with or without court approval) or conviction, or upon a plea of nolo
contendere, or its equivalent, shall not create a presumption that Indemnitee
did not meet any particular standard of conduct or have any particular belief
or that a court has determined that indemnification is not permitted by
applicable law.  In addition, neither the
failure of the Reviewing Party to have made a determination as to whether
Indemnitee has met any particular standard of conduct or had any particular
belief, nor an actual determination by the



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Reviewing Party that Indemnitee has not met such standard of conduct or
did not have such belief, prior to the commencement of legal proceedings by
Indemnitee to secure a judicial determination that Indemnitee should be
indemnified under applicable law shall be a defense to Indemnitee’s claim or
create a presumption that Indemnitee has not met any particular standard of
conduct or did not have any particular belief.


10.           Nonexclusivity,
Etc.  The rights of Indemnitee
hereunder shall be in addition to any other rights Indemnitee may have under
the Bylaws or the Charter or applicable law or otherwise.  To the extent that a change in applicable law
(whether by statute or judicial decision) permits greater indemnification by
agreement than would be afforded currently under the Bylaws or the Charter or
this Agreement, it is the intent of the parties hereto that Indemnitee shall
enjoy by this Agreement the greater benefits so afforded by such change.


11.           Liability
Insurance.  To the extent the Company
maintains an insurance policy or policies providing directors’ and officers’
liability insurance, Indemnitee shall be covered by such policy or policies, in
accordance with its or their terms, to the maximum extent of the coverage
available for any director or officer of the Company.


12.           Period
of Limitations.  No legal action
shall be brought and no cause of action shall be asserted by or on behalf of
the Company (or any Affiliate of the Company) against Indemnitee, Indemnitee’s
spouse, heirs, executors or personal or legal representatives after the
expiration of two years from the date of accrual of such cause of action, and
any claim or cause of action of the Company shall be extinguished and deemed
released unless asserted by the timely filing of a legal action within such
period; provided, however, that if any shorter period of limitations is
otherwise applicable to any such cause of action such shorter period shall
govern.


13.           Amendments,
Etc.  No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by both
of the parties hereto.  No waiver of any
of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver. 
Except as specifically provided herein, no failure to exercise or any
delay in exercising any right or remedy hereunder shall constitute a waiver
thereof.


14.           Subrogation.  In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers reasonably
required and shall do everything that may be reasonably necessary to secure
such rights, including the execution of such documents necessary to enable the
Company effectively to bring suit to enforce such rights.


15.           No
Duplication of Payments.  The Company
shall not be liable under this Agreement to make any payment in connection with
any Claim made against Indemnitee to the extent Indemnitee has otherwise
actually received payment (under any insurance policy, the Bylaws, the Charter
or otherwise) of the amounts otherwise indemnifiable hereunder.


16.           Defense
of Claims.  The Company shall be
entitled to participate in the defense of any Claim relating to an
Indemnifiable Event or to assume the defense thereof, with counsel reasonably
satisfactory to Indemnitee; provided that if Indemnitee believes, after
consultation



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with counsel selected by Indemnitee, that (i) the use of counsel
chosen by the Company to represent Indemnitee would present such counsel with
an actual or potential conflict of interest, (ii) the named parties in any
such Claim (including any impleaded parties) include both the Company and
Indemnitee and Indemnitee concludes that there may be one or more legal
defenses available to him or her that are different from or in addition to
those available to the Company, or (iii) any such representation by such
counsel would be precluded under the applicable standards of professional
conduct then prevailing, then Indemnitee shall be entitled to retain separate
counsel (but not more than one law firm plus, if applicable, local counsel in
respect of any particular Claim) at the Company’s expense.  The Company shall not waive any privilege or
right available to Indemnitee in any such Claim without Indemnitee’s prior
written consent.  The Company shall not
be liable to Indemnitee under this Agreement for any amounts paid in settlement
of any Claim relating to an Indemnifiable Event effected without the Company’s
prior written consent.  The Company shall
not, without the prior written consent of Indemnitee, effect any settlement of
any Claim relating to an Indemnifiable Event which Indemnitee is or could have
been a party unless such settlement solely involves the payment of money and
includes a complete and unconditional release of Indemnitee from all liability
on all claims that are the subject matter of such Claim.  Neither the Company nor Indemnitee shall
unreasonably withhold its or his or her consent to any proposed settlement;
provided that Indemnitee may withhold consent to any settlement that does not
provide a complete and unconditional release of Indemnitee.  If Indemnitee is the subject of or is
implicated in any way during any proceeding, the Company will share with
Indemnitee any information it has turned over to any third parties concerning
the investigation.


17.           Binding
Effect, Etc.  This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors, (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all, substantially
all, or a substantial part, of the business and/or assets of the Company),
assigns, spouses, heirs, executors and personal and legal representatives.  The Company shall require and cause any
successor (whether direct or indirect by purchase, merger, consolidation, or
otherwise) to all or substantially all of the business and/or assets of the
Company, by written agreement in form and substance satisfactory to Indemnitee
and his or her counsel, expressly to assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to
perform if no such succession had taken place. 
This Agreement shall continue in effect regardless of whether Indemnitee
continues to serve as an officer and/or director of the Company or of any other
entity or other enterprise at the Company’s request.


18.           Security.  To the extent requested by Indemnitee and
approved by the Company’s Board of Directors, the Company may at any time and
from time to time provide security to Indemnitee for the obligations of the
Company hereunder through an irrevocable bank line of credit, funded trust or
other collateral or by other means.  Any
such security, once provided to Indemnitee, may not be revoked or released
without the prior written consent of such Indemnitee.


19.           Severability.  The provisions of this Agreement shall be
severable in the event that any of the provisions hereof (including any
provision within a single section, paragraph or sentence) are held by a court
of competent jurisdiction to be invalid, void or otherwise unenforceable in any
respect, and the validity and enforceability of any such provision in every



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other respect and of the remaining provisions hereof shall not be in
any way impaired and shall remain enforceable to the fullest extent permitted
by law.  Furthermore, to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, each portion of this Agreement containing any provision held to be
invalid, void or otherwise unenforceable, that is not itself invalid, void or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.


20.           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same agreement.  Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence the
existence of this Agreement.


21.           Headings.  The headings of the sections and paragraphs
of this Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction or
interpretation thereof.


22.           Governing
Law.  This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Delaware applicable to contracts made and to be performed in such state
without giving effect to the principles of conflicts of laws.


[Signatures on Next Page]



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In
Witness Whereof, the parties hereto have executed this Agreement as of
the date first above written.


	
  

  	
  ADESA, Inc.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Indemnitee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  



 



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