Exhibit 10.1


 


LIMITED
GUARANTEE


OF


GS CAPITAL PARTNERS VI, L.P.


LIMITED GUARANTEE, dated as of December 22, 2006 (this
“Limited Guarantee”), by 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) (“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) ValueAct Capital
Master Fund, L.P., (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 34.3373% (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 Thirteen Million Seven Hundred
Thirty Four Thousand and Nine Hundred Forty U.S. Dollars (U.S.$13,734,940) (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)           The
Guarantor will have, at the time the guaranty delivered by The Goldman Sachs
Group, Inc. to the Company and dated as of the date hereof terminates, the
financial capacity, pursuant to its uncalled capital commitments, to pay and
perform all of its obligations under this Limited Guarantee, and to fulfill its
Obligations under this Limited Guarantee (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 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 



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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:

  
	
   

  	
   

  
	
   

  	
  c/o GS Capital
  Partners

  
	
   

  	
  85 Broad Street

  
	
   

  	
  New York, NY
  10004

  
	
   

  	
  Attention:
  Sanjeev Mehra

  
	
   

  	
  Facsimile: (212)
  357-5505

  
	
   

  	
   

  
	
  with copy (which
  shall not constitute notice) to:

  
	
   

  
	
   

  	
  Fried, Frank,
  Harris, Shriver & Jacobson LLP

  
	
   

  	
  One New York
  Plaza

  
	
   

  	
  New York, New
  York 10004

  
	
   

  	
  Attention:
  Robert C. Schwenkel

  
	
   

  	
   

  	
  Andrew J
  Colosimo

  
	
   

  	
  Facsimile: (212)
  859-4000

  
	
   

  	
   

  
	
  (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.


	
  

  	
  GS CAPITAL PARTNERS VI, L.P. 

  
	
   

  	
   

  
	
   

  	
  BY: GS ADVISORS VI, L.L.C., ITS GENERAL PARTNER

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sanjeev K. Mehra

  
	
   

  	
   

  	
  Name:

  	
  Sanjeev K. Mehra

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


 


	
  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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