0001047469-04-007457 Sample Contracts

RETENTION AND SEVERANCE AGREEMENT
Retention and Severance Agreement • March 11th, 2004 • Adesa Inc • Indiana

THIS AGREEMENT, dated January 5, 2004, is made by and between ADESA Corporation, an Indiana corporation (the "Company"), and Cameron C. Hitchcock (the "Executive").

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LEASE AGREEMENT BETWEEN DEVELOPMENT AUTHORITY OF FULTON COUNTY AND ADESA ATLANTA, LLC DATED AS OF DECEMBER 1, 2002
Lease Agreement • March 11th, 2004 • Adesa Inc • Georgia

THIS LEASE AGREEMENT made and entered into as of December 1, 2002 (this "Lease") by and between DEVELOPMENT AUTHORITY OF FULTON COUNTY (herein called the "Issuer"), a public body corporate and politic duly organized and existing under the laws of the State of Georgia, as Lessor, and ADESA ATLANTA, LLC (herein called the "Lessee"), a limited liability corporation duly organized and existing under the laws of the State of New Jersey, as Lessee.

ADMINISTRATIVE AND GENERAL SERVICES AGREEMENT
General Services Agreement • March 11th, 2004 • Adesa Inc • Minnesota

This Agreement made this 4th day of April 1996, between MINNESOTA POWER & LIGHT COMPANY, a Minnesota corporation (hereinafter referred to as "MINNESOTA POWER"), and ADESA HOLDINGS, INC., an Indiana corporation (hereinafter referred to as "ADESA").

AGREEMENT FOR ASSIGNMENT OF PARTNERSHIP INTEREST in ASSET HOLDINGS III, L.P. (a limited partnership organized under the laws of Ohio)
Adesa Inc • March 11th, 2004

This Agreement for Assignment of Partnership Interest (this "Agreement") is made and entered into as of June 30, 2003 by and among ADESA CORPORATION, an Indiana corporation ("ADESA"), REALTY FACILITY HOLDING I, L.L.C., an Ohio limited liability company ("RFH"), and REALTY FACILITY INVESTMENTS, L.L.C., an Ohio limited liability company ("RFI").

BOND PURCHASE AGREEMENT DEVELOPMENT AUTHORITY OF FULTON COUNTY Taxable Economic Development Revenue Bonds (ADESA Atlanta, LLC Project) Series 2002
Lease Agreement • March 11th, 2004 • Adesa Inc • Georgia

of the Manager of the Company relating to the transactions contemplated by the Transaction Documents (as defined below) as of the date of this opinion letter;

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