Exhibit
4.1


FIRST SUPPLEMENTAL INDENTURE


FIRST
SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”), dated as of
April 9, 2007, between ADESA, Inc., a Delaware corporation (the “Company”), and LaSalle Bank National Association, as trustee
under the Indenture referred to below (the “Trustee”).


W I T N E S S E T H


WHEREAS, the Company has
heretofore executed and delivered to the Trustee an indenture, dated as of June
21, 2004 (the “Indenture”), providing for the
issuance of the 7 5/8% Senior
Subordinated Notes due 2012 of the Company (the “Notes”);


WHEREAS, the Board of
Directors of the Company has determined that it is in the best interests of the
Company to authorize and approve the amendments to the Indenture (the “Proposed Amendments”) set forth in this Supplemental
Indenture;


WHEREAS, Section 9.02 of the
Indenture provides that the Company and the Trustee may amend the Indenture
with the written consent of the Holders of a majority in principal amount of
the then outstanding Notes (“Requisite
Consent”);


WHEREAS, the Company has
distributed an Offer to Purchase and Consent Solicitation Statement, dated
March 22, 2007 (the “Solicitation Statement”),
and accompanying Consent and Letter of Transmittal, dated as of March 22, 2007,
to the Holders of the Notes in connection with the Proposed Amendments as
described in the Solicitation Statement;


WHEREAS, the Requisite
Consent to the Proposed Amendments to the provisions of the Indenture have been
received and all other conditions precedent, if any, provided for in the
Indenture relating to the execution of this Supplemental Indenture have been
complied with as of the date hereof; and


WHEREAS, the execution and
delivery of this Supplemental Indenture have been duly authorized by the
Company and all conditions and requirements necessary to make this instrument a
valid and binding agreement of the Company have been duly performed and
complied with.


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Company and the Trustee
mutually covenant and agree, for the equal and ratable benefit of the Holders
of the Notes, as follows:


1.             CAPITALIZED
TERMS.  Capitalized terms used
herein without definition shall have the meanings assigned to them in the
Indenture.


2.             AMENDMENTS
TO THE DEFINITIONS AND REFERENCES IN THE INDENTURE AND THE NOTES.  Any definitions used exclusively in the
provisions of the Indenture or the  Notes
that are deleted as described in the Solicitation Statement, and any
definitions used













exclusively within such
definitions, are hereby deleted in their entirety from the Indenture and the
Notes, and all references in the Indenture and the Notes to paragraphs,
Sections, Articles or other terms or provisions of the Indenture that have been
otherwise deleted pursuant to this Supplemental Indenture are hereby deleted in
their entirety or revised to conform herewith.


3.             AMENDMENTS
TO ARTICLE IV — COVENANTS, ARTICLE V — SUCCESSORS AND ARTICLE XI — NOTE
GUARANTEES.  The following
Sections of the Indenture, and any corresponding provisions in the Notes, are
hereby deleted in their entirety and replaced with “Intentionally Omitted.”:


	
  Existing Section Number

  	
   

  	
  Caption

  
	
  Section 4.03

  	
   

  	
  Reports.

  
	
  Section 4.04

  	
   

  	
  Changes in Covenants when Notes Rated Investment
  Grade.

  
	
  Section 4.06

  	
   

  	
  Limitations on Layering Indebtedness.

  
	
  Section 4.07

  	
   

  	
  Limitations on Restricted Payments.

  
	
  Section 4.08

  	
   

  	
  Limitations on Dividend and Other Restrictions
  Affecting Restricted Subsidiaries.

  
	
  Section 4.09

  	
   

  	
  Limitations on Additional Indebtedness.

  
	
  Section 4.10

  	
   

  	
  Limitations on Asset Sales.

  
	
  Section 4.11

  	
   

  	
  Limitations on Transactions with Affiliates.

  
	
  Section 4.12

  	
   

  	
  Limitations on Liens.

  
	
  Section 4.13

  	
   

  	
  Limitations on Designation of Unrestricted Subsidiaries.

  
	
  Section 4.15

  	
   

  	
  Change of Control.

  
	
  Section 4.16

  	
   

  	
  Limitation on Guarantees of Indebtedness by
  Restricted Subsidiaries.

  
	
  Section 5.01

  	
   

  	
  Limitations on Mergers, Consolidations, Etc.

  
	
  Section 11.05

  	
   

  	
  Release of Guarantor From Its Note Guarantee.

  



 


4.             AMENDMENTS
TO ARTICLE VI — DEFAULTS AND REMEDIES. 
Section 6.01 of the Indenture is hereby amended by deleting paragraphs
(3), (4), (5), (6), (7), (8) and (9) thereof.


5.             AMENDMENTS
TO ARTICLE VIII — LEGAL DEFEASANCE AND COVENANT DEFEASANCE.  Section 8.04 of the Indenture is hereby amended by deleting paragraphs
(2), (3), (4), (5), (6) and (7) thereof.


6.             GOVERNING
LAW.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


7.             COUNTERPARTS.  The parties may sign any number of copies of
this Supplemental Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.



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8.             EFFECT
OF HEADINGS.  The Section headings
herein are for convenience only and shall not affect the construction hereof.


9.             THE
TRUSTEE.  The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by the Company.  The Trustee accepts the trusts created by the
Indenture, as amended and supplemented by this Supplemental Indenture, and
agrees to perform the same upon the terms and conditions of the Indenture, as
amended and supplemented by this Supplemental Indenture.


10.           RATIFICATION
OF INDENTURE; SUPPLEMENTAL PART OF INDENTURE. 
Except as specifically amended and supplemented by this
Supplemental Indenture, the Indenture shall remain in full force and effect and
is hereby ratified and confirmed.  This
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every holder of a Note heretofore or hereafter authenticated and delivered
shall be bound hereby.  This Supplemental
Indenture shall become effective as of the date hereof at such time as executed
counterparts of this Supplemental Indenture have been delivered by each party
hereto to the other party hereto; provided, however, that no provision of this
Supplemental Indenture shall be effective or binding on the parties hereto
unless (i) such provision complies with the Trust Indenture Act and (ii)
Holders of the requisite principal amount of Notes have provided consents (and
not thereafter validly revoked such consent) to such provision on or prior to
the date hereof.  Notwithstanding an
earlier execution date, the provisions of this Supplemental Indenture shall not
become operative until the time and date upon which the Company purchases the
Notes that are accepted for purchase pursuant to the Solicitation
Statement.  The Company shall promptly
notify the Trustee that it has accepted for purchase the Notes; provided,
however, failure to notify the Trustee shall not affect whether or not this
Supplemental Indenture is operative.


11.           VALIDITY; ENFORCEABILITY.  In case any provisions in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.  If and to the
extent that any provision of this Supplemental Indenture limits, qualifies or
conflicts with another provision which is required to be included herein or in
the Indenture by the Trust Indenture Act, such required provision shall
control.


12.           THIRD-PARTY BENEFICIARY.  Nothing in this Supplemental Indenture,
express or implied, shall give to any Person, other than the parties hereto and
their successors under the Indenture and the Holders of the Notes, any benefit
or any legal or equitable right, remedy or claim under the Indenture.


13.           SUCCESSOR
IN INTEREST.  All agreements of the
Company in this Supplemental Indenture shall bind its successors.  All agreements of the Trustee in this
Supplemental Indenture shall bind its successors.


[SIGNATURE PAGE FOLLOWS]



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IN WITNESS WHEREOF, the
parties hereto have caused this Supplemental Indenture to be duly executed and
attested, all as of the date first written above.


 


	
   

  	
  ADESA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ 

  	
  George J. Lawrence

  
	
   

  	
  Name:

  	
  George J. Lawrence

  
	
   

  	
  Title:

  	
  Executive Vice President &

  
	
   

  	
   

  	
  General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LASALLE BANK NATIONAL

  ASSOCIATION

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ 

  	
  Alvita C. Griffin

  
	
   

  	
  Name:

  	
  Alvita C. Griffin

  
	
   

  	
  Title:

  	
  Assistant Vice President