LIMITED GUARANTEE OF KELSO INVESTMENT ASSOCIATES VII, L.P. AND INSURANCE AUTO AUCTIONS, INC.Limited Guarantee • December 22nd, 2006 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
LIMITED GUARANTEE, dated as of December 22, 2006 (this “Limited Guarantee”), by Kelso Investment Associates VII, L.P. (“Kelso”) and Insurance Auto Auctions, Inc. (“IAAI” and together with Kelso, the “Guarantors”), in favor of ADESA, INC., a Delaware corporation (the “Company”). On the date hereof, the Company has entered into guarantees (the “Other Guarantees”) with (i) ValueAct Capital Master Fund, L.P., (ii) GS Capital Partners VI, L.P. (together with GS Capital Partners VI Parallel, L.P., GS Capital Partners VI Offshore, L.P. and GS Capital Partners VI GmbH & Co. KG) and (iii) Parthenon Investors II, L.P. and Insurance Auto Auctions, Inc. (collectively, the “Other Guarantors”) on substantially similar terms, except as otherwise expressly provided therein. Any capitalized term not otherwise defined herein shall be as defined in the Merger Agreement (as defined below).
Indemnification AgreementIndemnification Agreement • December 22nd, 2006 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into as of [ ], 2006, between ADESA, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
