<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit10k.txt
<DESCRIPTION>EX-10(K) TRUST INDENTURE-ADESA ATLANTA, LLC
<TEXT>
<PAGE>

                                                                   Exhibit 10(k)


                                 TRUST INDENTURE

                                     between

                     DEVELOPMENT AUTHORITY OF FULTON COUNTY


                                       and


                                  SUNTRUST BANK
                                   as Trustee


                          Dated as of December 1, 2002


                           Authorizing the Issuance of
                  $40,000,000 in Aggregate Principal Amount of
                     Development Authority of Fulton County
                   Taxable Economic Development Revenue Bonds
                          (ADESA Atlanta, LLC Project)
                                   Series 2002


<PAGE>


                                TABLE OF CONTENTS
                                                                            Page

ARTICLE I - DEFINITIONS.......................................................5
         Section 101.  Definitions............................................5
         Section 102.  Miscellaneous Use of Words............................10

ARTICLE II - THE BONDS.......................................................11
         Section 201.  Authorized Amount of Bonds............................11
         Section 202.  Issuance of 2002 Bonds................................11
         Section 203.  Execution; Limited Obligation.........................13
         Section 204.  Authentication........................................14
         Section 205.  Form of Bonds.........................................14
         Section 206.  Mutilated, Lost, Stolen or Destroyed Bonds............15
         Section 207.  Registration and Exchange of Bonds....................15
         Section 208.  Issuance of Additional Bonds..........................16
         Section 209.  Payment of 2002 Bonds in Installments.................18

ARTICLE III - REDEMPTION OF 2002 BONDS BEFORE MATURITY.......................19
         Section 301.  Optional Redemption...................................19
         Section 302.  [Intentionally Omitted]...............................19
         Section 303.  Notice of Redemption..................................19
         Section 304.  Redemption Payments...................................20
         Section 305.  Principal and Redemption Payment Credits..............20
         Section 306.  Partial Redemption....................................20
         Section 307.  Cancellation..........................................21

ARTICLE IV - GENERAL COVENANTS...............................................22
         Section 401.  Payment of Principal and Interest.....................22
         Section 402.  Performance of Covenants by Issuer....................22
         Section 403.  Ownership; Instruments of Further Assurance...........22
         Section 404.  Payment of Taxes and Related Charges..................23
         Section 405.  Maintenance and Repair................................23
         Section 406.  Recordation of the Lease Financing Statement..........23
         Section 407.  Inspection of Project Books...........................23
         Section 408.  Priority of Pledge....................................23
         Section 409.  Rights Under Lease and Bond Purchase Agreement........23
         Section 410.  Payment for Extraordinary Expenses....................24

ARTICLE V - REVENUES AND FUNDS...............................................25
         Section 501.  Source of Payment of Bonds............................25
         Section 502.  Creation of the Bond Fund; Pledge of Same.............25
         Section 503.  Payments into the Bond Fund...........................25
         Section 504.  Use of Monies in the Bond Fund........................25
         Section 505.  Non-Presentment of Bonds..............................26
         Section 506.  Fees, Charges and Expenses of Paying Agent,
                        Bond Registrar, Authenticating Agent and Trustee.....26
         Section 507.  Monies to be Held in Trust............................26
         Section 508.  Insurance and Condemnation Proceeds...................26
         Section 509.  Repayment to the Lessee from the Bond Fund............26


<PAGE>

ARTICLE VI - CUSTODY AND APPLICATION OF PROCEEDS OF BONDS....................28
         Section 601.   Disposition of Accrued Interest; Disposition
                         of Bond Proceeds....................................28
         Section 602.  Construction Fund; Disbursements......................28
         Section 603.  Completion and Occupancy of Project...................28
         Section 604.  Surplus Money in Project Fund.........................28

ARTICLE VII - INVESTMENTS; CUSTODIANS OF MONIES AND SECURITY FOR DEPOSIT.....30
         Section 701.  Project Fund Investments..............................30
         Section 702.  Bond Fund Investments.................................30
         Section 703.  Deposit of Funds......................................30

ARTICLE VIII - SUBORDINATION TO RIGHTS OF THE LESSEE.........................31
         Section 801.  Subordination to Rights of the Lessee.................31
         Section 802.  Release of Portions of the Project....................31
         Section 803.  Release of Equipment..................................31
         Section 804.  Granting of Easements.................................31
         Section 805.  Further Assurances....................................31

ARTICLE IX - DISCHARGE OF LIEN...............................................32
         Section 901.  Discharge of Lien.....................................32
         Section 902.  Provision for Payment of Bonds........................32

ARTICLE X - DEFAULT PROVISIONS AND REMEDIES OF BONDHOLDERS...................33
         Section 1001.  Defaults.............................................33
         Section 1002.  Acceleration.........................................33
         Section 1003.  Other Remedies.......................................33
         Section 1004.  Rights of Bondholders................................34
         Section 1005.  Application of Monies................................34
         Section 1006.  Termination of Proceedings...........................36
         Section 1007.  Notice of Defaults; Opportunity of the Issuer
                        and Lessee to Cure Defaults..........................36
         Section 1008.  Waivers of Default...................................36
         Section 1009.  Right of Holders of the Bonds to Direct Proceedings..37
         Section 1010.  Rights and Remedies Vested in Trustee................37
         Section 1011.  Rights and Remedies of Owners of the Bonds...........37

ARTICLE XI - SUPPLEMENTAL RESOLUTIONS........................................39
         Section 1101.  Supplemental Indentures Not Requiring Consent
                        of Bondholders.......................................39
         Section 1102.  Supplemental Indentures Requiring Consent
                        of Bondholders.......................................39
         Section 1103.  Execution of Supplemental Indentures.................41

ARTICLE XII - AMENDMENT OF LEASE DOCUMENTS...................................42
         Section 1201.  Amendments to Lease Documents Not Requiring Consent
                        of Bondholders.......................................42
         Section 1202.  Amendments to Lease Documents Requiring Consent
                        of Bondholders.......................................42

ARTICLE XIII - THE TRUSTEE...................................................43
         Section 1301.  Acceptance of the Trusts.............................43
         Section 1302.  Notice to Owners of Bonds If Default Occurs..........46

<PAGE>

         Section 1303.  Intervention by Trustee..............................46
         Section 1304.  Successor Trustee....................................46
         Section 1305.  Resignation by the Trustee...........................47
         Section 1306.  Removal of the Trustee...............................47
         Section 1307.  Appointment of Successor Trustee; Temporary Trustee..47
         Section 1308.  Concerning Any Successor Trustee.....................47
         Section 1309.  Rights of Trustee to Pay Taxes and Other Charges.....48
         Section 1310.  Trustee Protected in Relying Upon Resolutions, etc...48
         Section 1311.  Successor Trustee as Paying Agent, Authenticating
                        Agent and Bond Registrar.............................48
         Section 1312.  Trust Estate May Be Vested in Co-Trustee.............48
         Section 1313.  Continuation Statements..............................49

ARTICLE XIV - IMMUNITY OF MEMBERS, OFFICERS AND EMPLOYEES OF THE ISSUER
AND TRUSTEE .................................................................50

ARTICLE XV - MISCELLANEOUS...................................................51
         Section 1501.  Consents of Bondholders..............................51
         Section 1502.  Limitation of Rights.................................51
         Section 1503.  Severability.........................................52
         Section 1504.  Notices..............................................52
         Section 1505.  Payments Due on Saturdays, Sundays and Holidays......53
         Section 1506.  Laws Governing Resolution............................53
         Section 1507.  Counterparts.........................................53
         Section 1508.  Designation of Trustee, Authenticating Agent and
                        Bond Registrar.......................................53


EXHIBIT A         Form of Bond

<PAGE>


                                 TRUST INDENTURE
                                 ---------------


         THIS TRUST  INDENTURE (the  "Indenture")  dated as of December 1, 2002,
made and entered into by and between the DEVELOPMENT AUTHORITY OF FULTON COUNTY,
a public body  corporate and politic  created and existing under the laws of the
State of Georgia (the "Issuer") and SUNTRUST  BANK, a state banking  corporation
organized and existing  under the laws of the State of Georgia  having power and
authority  to accept and execute  trusts,  and having its  principal  offices in
Atlanta, Georgia (the "Trustee").

                              W I T N E S S E T H:
                             - - - - - - - - - - -

         WHEREAS,  the Issuer has been duly  created and is existing as a public
body corporate and politic and an  instrumentality of the State of Georgia and a
public  corporation  pursuant  to the  provisions  of the  Act  (as  hereinafter
defined); and

         WHEREAS,  the Issuer has been created pursuant to the provisions of the
Act to develop  and  promote  for the public  good and  general  welfare  trade,
commerce,  industry  and  employment  opportunities  and to promote  the general
welfare of the State of Georgia; and in furtherance of such purposes, the Issuer
is empowered to issue its revenue  obligations,  in accordance  with the Act for
the purpose of acquiring,  constructing and installing any "project" (as defined
in the  Act)  for  lease  or  sale  to  prospective  tenants  or  purchasers  in
furtherance of the public purposes for which it was created; and

         WHEREAS,   after  careful  study  and   investigation  the  Issuer,  in
furtherance  of the purposes for which it was created,  has entered into a lease
agreement (the "Lease"), dated as of even date herewith, with ADESA Atlanta, LLC
(the "Lessee"),  a limited  liability  company  organized and existing under the
laws of the State of New  Jersey  pursuant  to which the  Issuer  has  agreed to
acquire,  construct and install the Project (as defined in the Lease), including
the real property  owned by the Issuer,  for the use and occupancy of the Lessee
under the Lease and in  consideration  of which the Lessee has agreed to pay the
Issuer specified rental payments and other payments; and

         WHEREAS,  after  careful  investigation,  the Issuer has found and does
hereby declare that it is in the best interest of the citizens of Fulton County,
that the Project be acquired,  constructed,  installed  and leased to the Lessee
for the purposes stated in the Lease, all in keeping with the public purpose for
which the Issuer was created; and

         WHEREAS, Plans and Specifications for the Project have been prepared by
the Lessee, and it is estimated that the amount necessary to finance the cost of
the Project, including expenses incidental thereto, will not exceed $40,000,000;
and

         WHEREAS,  the most feasible method of financing the cost of the Project
is through the issuance  hereunder of  Development  Authority of Fulton  County,
Taxable Economic  Development Revenue Bonds, (ADESA Atlanta, LLC Project) Series
2002, in the aggregate


<PAGE>

notational principal of $40,000,000,  provided that said may be reduced based on
the  aggregate  total amount of any and all payments  made by the  Purchaser (as
hereinafter  defined)  in  consideration  of the sale of such  Bonds  under  and
pursuant to the Bond Purchase Agreement (the "2002 Bonds"); and

         WHEREAS,  it is anticipated that additional  moneys may be necessary to
finance  the  cost  of  (a)  completing  the   acquisition,   construction   and
installation  of the Project,  (b) providing for the  enlargement,  improvement,
expansion or  replacement  of the Project,  (c) refunding any bonds issued under
this Indenture, or (d) any combination of the foregoing, and provision should be
made for the  issuance  from time to time of  Additional  Bonds  which  shall be
equally and ratably  secured  hereunder  with the 2002 Bonds (the 2002 Bonds and
such  Additional  Bonds  being  hereinafter  collectively  referred  to  as  the
"Bonds"); and

         WHEREAS,  the  2002  Bonds  will be  delivered  to and  paid for by the
Purchaser in multiple  installments  as and when moneys are required to complete
the  acquisition,   construction  and  installation  of  the  Project,  and  the
provisions of this  Indenture are to be liberally read and construed in a manner
which facilitates such approach to delivery and payment; and

         WHEREAS,  the Issuer will receive  rental  payments and other  payments
from the Lessee,  which  revenues,  together with all other rents,  revenues and
receipts  arising out of or in  connection  with the  Issuer's  ownership of the
Project,   shall  be  pledged  together  with  the  Lease  (except  for  certain
"Unassigned  Rights" as hereinafter  defined) as security for the payment of the
principal of, premium, if any, and interest on the 2002 Bonds; and

         WHEREAS,   all  things   necessary   to  make  the  2002  Bonds,   when
authenticated  by the  Trustee  and issued and  delivered  as in this  Indenture
provided,  the valid, binding and legal obligations of the Issuer,  according to
the import  thereof,  and to create a valid  assignment and pledge of the rental
payments  and  other  payments  derived  from the  Lease to the  payment  of the
principal of and interest on the Bonds and a valid  assignment of all the right,
title and interest of the Issuer in the Lease, have been done and performed, and
the execution and delivery of this  Indenture  and the  execution,  issuance and
delivery of the 2002 Bonds,  subject to the terms  hereof,  have in all respects
been duly authorized;

                                      -2-

<PAGE>


         NOW,  THEREFORE,  KNOW  ALL  MEN   BY  THESE  PRESENTS, THIS  INDENTURE
WITNESSETH:

         The Issuer,  in  consideration  of the premises and of the purchase and
acceptance of the 2002 Bonds by the holders and owners  thereof,  and of the sum
of ONE DOLLAR ($1.00),  lawful money of the United States of America, to it duly
paid by the Trustee,  at or before the execution and delivery of these presents,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby  acknowledged,  in order to secure the payment of the principal
of,  premium,  if any, and  interest on such Bonds  according to their tenor and
effect and to insure the  performance  and  observance  by the Issuer of all the
covenants  expressed  or implied  herein and in the Bonds,  has given,  granted,
bargained, sold, conveyed, transferred, pledged, and assigned, and does by these
presents,  give, grant, bargain, sell, convey,  transfer,  pledge, and assign to
the Trustee  for the benefit of the holders  from time to time of the 2002 Bonds
and any Additional Bonds to be issued hereunder and their successors and assigns
forever:

                              GRANTING CLAUSE FIRST

         All right,  title and  interest of the Issuer in the Lease  (except for
Unassigned  Rights)  and  the  Bond  Purchase  Agreement,  and  all  amendments,
modifications and renewals thereof.

                             GRANTING CLAUSE SECOND

         All rental  payments and other payments to be received  pursuant to the
Lease, together with all other rents, revenues and receipts arising out of or in
connection  with the Issuer's  ownership of the Project  (except for  Unassigned
Rights), and all amendments, modifications and renewals thereof.

                              GRANTING CLAUSE THIRD

         All amounts on deposit  from time to time in the  Project  Fund and the
Bond  Fund,  subject  to  the  provisions  of  this  Indenture   permitting  the
application  thereof for the purposes and on the terms and  conditions set forth
herein.

                             GRANTING CLAUSE FOURTH

         Any and all other property of every name and nature (including, without
limitation,  any additional  lease or leases  covering the Project) from time to
time hereafter by delivery or by writing of any kind, given,  granted,  pledged,
assigned,  conveyed,  mortgaged or transferred,  as and for additional  security
hereunder, by the Issuer or by anyone in its behalf or with its written consent,
to the Trustee,  which is hereby authorized to receive any and all such property
at any and all times and to hold and apply the same subject to the terms hereof.

         TO HAVE AND TO HOLD all and singular the same with all  privileges  and
appurtenances  hereby granted,  bargained,  sold, conveyed,  assigned,  pledged,
mortgaged and

                                      -3-

<PAGE>

transferred  or agreed or  intended  so to be,  whether  now owned or  hereafter
acquired,  to the  Trustee  and its  successors  in said  trusts and to them and
assigns;

         IN TRUST  NEVERTHELESS,  upon the terms  herein set forth for the equal
and  proportionate  benefit,  security and  protection of all present and future
holders and owners of the 2002 Bonds and any Additional Bonds without privilege,
priority or distinction as to the lien or security  interest or otherwise of any
holder of any of the 2002 Bonds and any  Additional  Bonds over any other holder
thereof except as herein  expressly  provided,  and such pledged  property shall
immediately be subject to the security interest,  charge and lien hereof without
any physical  delivery  thereof or any further act, and said security  interest,
charge and lien shall be valid and  binding  against  the Issuer and against all
parties  having  claims of any kind against the Issuer  whether such claims have
arisen in contract,  tort or otherwise and  irrespective of whether such parties
have  notice  thereof,  and  said  security  interest,  charge  and  lien  shall
constitute a first security  interest,  charge, and lien securing the payment of
the principal of, premium, if any, and interest on the Bonds;

         PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall
well and truly pay, or cause to be paid, the principal of, premium,  if any, and
interest  on the 2002 Bonds and any  Additional  Bonds,  at the times and in the
manner  mentioned in the 2002 Bonds and any  Additional  Bonds  according to the
true intent and meaning thereof,  or shall provide, as permitted hereby, for the
payment  thereof  and shall well and truly  keep,  perform  and  observe all the
covenants  and  conditions  pursuant to the terms of this  Indenture to be kept,
performed  and observed by it, then upon such final  payment this  Indenture and
the rights hereby granted and liens hereby created shall cease,  determine,  and
be void;  otherwise this Indenture and said rights and liens to be and remain in
full force and effect.

         THIS INDENTURE FURTHER WITNESSETH,  and it is expressly declared,  that
the 2002 Bonds and any Additional  Bonds issued and secured  hereunder are to be
issued and delivered,  and all said property,  rights, and interest,  including,
without  limitation,  the amounts hereby  assigned and pledged,  are to be dealt
with  and  disposed  of,  under,  upon and  subject  to the  terms,  conditions,
stipulations,  covenants,  agreements,  trusts,  uses and  purposes  hereinafter
expressed,  and the Issuer has agreed and covenanted,  and does hereby agree and
covenant,  with the Trustee and the respective holders and owners,  from time to
time, of the 2002 Bonds and any Additional Bonds, as follows:


                                      -4-

<PAGE>


                                    ARTICLE I

                                   DEFINITIONS

         Section  101.  DEFINITIONS.  Capitalized  terms not  otherwise  defined
herein  shall have the  meanings  assigned to them in the Lease.  The  following
words and phrases and others evidently intended as the equivalent thereof shall,
in the absence of clear  implication  herein  otherwise,  be given the following
meanings:

         "ACT" means the  Development Authorities Law (O.C.G.A. Sections 36-62-1
ET SEQ.), as heretofore and hereafter amended.


         "ADDITIONAL BONDS" means any additional bonds authorized and  issued by
the Issuer pursuant to Section 208 hereof.

         "AUTHENTICATING   AGENT"  means  the  Authenticating  Agent  designated
pursuant to Section 1508 hereof.

         "BOND AGENTS" means the Paying Agent,  the  Authenticating  Agent,  the
Bond  Registrar,  the  Trustee,  any  co-trustee  and any other  similar  agents
appointed  by the Issuer or the Trustee  with the prior  written  consent of the
Lessee.  Any  Person  may  serve in the  capacity  of more than one of such Bond
Agents.

         "BOND  COUNSEL"  means  Alston  & Bird  LLP,  Atlanta,  Georgia  or its
successors,  or if such firm is no longer a  nationally  recognized  firm in the
area of  municipal  finance,  or declines to serve in such  capacity,  then said
other counsel which is  nationally  recognized in the area of municipal  finance
selected by the Issuer and acceptable to the Lessee and the Trustee.

         "BOND FUND" means the fund created by Section 502 of this Indenture.

         "BOND  PURCHASE  AGREEMENT"  means the  contract of even date  herewith
among the Issuer,  the Lessee and the Purchaser pursuant to which the Issuer has
agreed to sell,  and the  Purchaser has agreed to purchase,  the 2002 Bonds,  in
accordance  with  the  provisions  thereof,  as  the  same  may  be  amended  or
supplemented in accordance with its terms.

         "BONDS" means collectively, the 2002 Bonds and any Additional Bonds.

         "BONDHOLDER",  "HOLDER" or "OWNER" when used with respect to the Bonds,
means the registered owner of any Bond.

         "BOND  REGISTRAR"  means  the  Trustee  designated  as  Bond  Registrar
pursuant to Section 1508 hereof, or any other Person designated by the Issuer as
successor Bond Registrar pursuant to the terms hereof.

                                      -5-
<PAGE>

         "BUSINESS  DAY" means any day other than a Saturday,  Sunday or a legal
holiday  or a day on  which  banking  institutions  in the  City  in  which  the
principal office of the Trustee,  the Lessee or Paying Agent are not required or
authorized by law to close.

         "CLOSING DATE" means the date of the original  issuance and sale of any
series of Bonds.

         "CODE" means the Internal  Revenue  Code of 1986,  as amended,  and all
applicable   rulings  and   regulations   (including   temporary   and  proposed
regulations) thereunder.

         "COUNSEL"  means an  attorney or firm  thereof who is duly  licensed to
practice  before the highest court of at least one state in the United States of
America.

         "COUNTY" means Fulton County,  Georgia, a political  subdivision of the
State of Georgia,  and any public  entity,  body or issuer to which is hereafter
transferred or delegated by law the duties, powers, authorities, obligations, or
liabilities of the present political subdivision.

         "EVENT OF DEFAULT" means any Event of Default under this Indenture,  as
specified in and defined by Section 1001 hereof.

         "EXTRAORDINARY  SERVICES" and  "EXTRAORDINARY  EXPENSES" means services
and expenses  hereunder  other than  Ordinary  Services,  or Ordinary  Expenses,
respectively.

         "FIXED RATE" means five percent (5%) per annum.

         "GOVERNMENTAL  OBLIGATIONS"  means (a) direct obligations of the United
States of America  for  payment of which the full faith and credit of the United
States of America is pledged,  or (b) obligations  issued by a person controlled
or  supervised  by and  acting as an  instrumentality  of the  United  States of
America, the payment of the principal of, premium, if any, and interest on which
is fully and unconditionally guaranteed as a full faith and credit obligation by
the United States of America.

         "HOME OFFICE PAYMENT AGREEMENT" means any home office payment agreement
entered into in accordance with the provisions of Section 202(c) hereof,  as the
same may be amended or supplemented in accordance with its terms.

         "INDEPENDENT AUDITOR" means an independent certified public accountant,
or firm thereof,  of recognized standing who or which does not devote his or her
or its full time to either  the  Issuer or the  Lessee  (but who or which may be
regularly retained by either).

         "INTEREST PAYMENT DATE"   means   the   first  day  of  each  December,
commencing on December 1, 2003.

         "ISSUER"  means the  Development  Authority  of Fulton  County,  a body
corporate  and  politic,  duly  created  and  existing  under  the Act,  and its
successors and assigns.

                                      -6-
<PAGE>

         "LEASE" means that certain Lease Agreement dated as of December 1, 2002
between the Issuer and the Lessee, as the same may be amended or supplemented in
accordance with its terms.

         "LEASE DOCUMENTS" means the Lease, the Guaranty,  the Security Deed and
the Bond Purchase Agreement,  as the same may hereafter be modified,  amended or
supplemented in accordance with their respective terms.

         "LESSEE"  means  ADESA  Atlanta,  LLC,  a  limited  liability  company,
organized  and  existing  under  the  laws of the  State of New  Jersey  and its
permitted successors and assigns under the Lease.

         "MATURITY DATE" means December 1, 2017.

         "NATIONALLY  RECOGNIZED  BOND  COUNSEL"  means an attorney or a firm of
attorneys  of  nationally  recognized  standing  in  matters  pertaining  to the
tax-exempt  nature of  interest  on bonds  issued by states and their  political
subdivisions,  duly  admitted to the practice of law before the highest court of
any state of the United States of America.

         "ORDINARY  SERVICES"  and  "ORDINARY  EXPENSES"  means  those  services
normally  rendered  and  those  expenses  normally  incurred  by a Person in the
capacity of a trustee under instruments  similar to this Indenture and for which
no payment  over and above any agreed  payment  schedule  from the Issuer or the
Lessee to the Trustee is required.

         "OUTSTANDING"  or "BONDS  OUTSTANDING"  means all Bonds which have been
issued pursuant to this Indenture, except:

                  (a) Bonds canceled in accordance with Section 307 hereof prior
to maturity;

                  (b) portions of Bonds to the extent that partial redemption or
cancellation  thereof  has  been noted  thereon in  accordance with  Section 306
hereof;

                  (c) Bonds for the payment or redemption of which cash funds or
Government  Obligations  shall have been theretofore  deposited with the Trustee
(whether  upon or prior to the maturity or  redemption  date of any such Bonds);
provided,  that if such Bonds are to be redeemed prior to the maturity  thereof,
notice of such redemption shall have been given or arrangements  satisfactory to
the Trustee shall have been made therefor, or waiver of such notice satisfactory
in form to the Trustee shall have been filed with the Trustee; and

                  (d) Bonds  in  lieu of  which others  have  been authenticated
under Section 207 hereof.

         "PAYING  AGENT" means the Paying Agent  designated  pursuant to Section
1508 hereof,  or any other Person  designated by the Issuer as successor  Paying
Agent pursuant to the terms hereof.

                                      -7-
<PAGE>

         "PAYMENT  OFFICE" means the payment  office of the Trustee set forth in
Section 1504  hereof,  and any  different  office  designated  by the Trustee in
accordance  with the provisions of Section 1504 hereof,  which shall be used for
the payment of the Bonds.

         "PERMITTED INVESTMENTS" means any of the following which at the time of
investment are legal  investments under the laws of the State of Georgia for the
monies proposed to be invested therein:

                  (a) bonds or  obligations of  the State of  Georgia, or of any
county, municipality or political subdivision of the State of Georgia;

                  (b) bonds  or  other  obligations  of  the  United  States  or
subsidiary  corporations  of  the  United  States  government  which  are  fully
guaranteed by such government;

                  (c) obligations  of agencies of  the United States  government
issued by the  Federal  Land  Bank,  the  Federal  Home Loan Bank,  the  Federal
Intermediate Credit Bank and the Central Bank for Cooperatives;

                  (d) bonds or  other obligations  issued by  any public housing
agency or municipality in the United States, which such bonds or obligations are
fully  secured as to the payment of both  principal  and interest by a pledge of
annual  contributions under an annual  contributions  contract or contracts with
the United  States  government,  or project  notes issued by any public  housing
agency,  urban renewal agency,  or municipality in the United States and secured
as to payment of both principal and interest by a requisition,  loan, or payment
agreement with the United States government;

                  (e) certificates of deposit of national or state banks located
within the State of Georgia which have deposits  insured by the Federal  Deposit
Insurance  Corporation  and  certificates of deposit of federal savings and loan
associations  and  state  building  and loan or  savings  and loan  associations
located  within the State of Georgia which have deposits  insured by the Federal
Savings and Loan  Insurance  Corporation  or the Georgia  Credit  Union  Deposit
Insurance  Corporation  (including  the  certificates  of  deposit  of any bank,
savings  and loan  association,  or  building  and loan  association  acting  as
custodian or trustee for any proceeds of the Bonds); provided, however, that the
portion of such  certificates  of deposit in excess of the amount insured by the
Federal Deposit  Insurance  Corporation,  the Federal Savings and Loan Insurance
Corporation,  or the Georgia Credit Union Deposit Insurance Corporation, if any,
shall be secured by deposit with the Federal  Reserve Bank of Atlanta,  Georgia,
or with any national or state bank or federal  savings and loan  association  or
state  building  and loan or savings  and loan  association  located  within the
State,  of one or more of the  following  securities  in an aggregate  principal
amount  equal  at  least  to the  amount  of such  excess:  direct  and  general
obligations of the State of Georgia, or of any county,  municipality corporation
in the State of Georgia, or obligations included in subsections (b), (c), or (d)
above;
                                      -8-
<PAGE>

                  (f) securities of or other interests in  any no-load, open-end
management  type investment  company or investment  trust  registered  under the
Investment  Company  Act of 1940,  as from time to time  amended,  or any common
trust fund  maintained by any bank or trust company which holds such proceeds as
trustee or by an affiliate thereof so long as:

                      (1) the portfolio of such investment company or investment
trust  or  common  trust  fund  is  limited  to the  obligations  referenced  in
subsection (b) above and repurchase  agreements fully collateralized by any such
obligations;

                      (2) such investment company or investment trust or  common
trust fund takes  delivery  of such  collateral  either  directly  or through an
authorized custodian;

                      (3) such investment  company or investment trust or common
trust  fund is  managed so as to  maintain  its  shares at a constant  net asset
value; and

                      (4) securities  of or  other interests in such  investment
company or investment trust or common trust fund are purchased and redeemed only
through the use of national or state banks  having  corporate  trust  powers and
located within the State of Georgia;

                  (g) repurchase agreements relating to  obligations included in
subsection (b) above to the extent authorized by O.C.G.A. Section 50-17-2; and

                  (h) any other investments  to the extent at the time permitted
by then applicable law for the investment of public funds.

         "Person"  or  "person"  means any natural  person,  firm,  association,
corporation or public body.

         "Principal  Amount" or "principal amount" means, with reference  to the
Bond or Bonds  outstanding,  the total amount of installment  purchase  payments
made  by the  Purchaser  pursuant  to the  Bond  Purchase  Agreement,  less  all
principal  amounts  thereof  previously  paid,  redeemed  or  cancelled,  all as
reflected on the 2002 Bond.

         "PROJECT" means the land, buildings, furniture, fixtures, equipment and
other  facilities and  improvements  leased under the Lease,  as they may at any
time exist.

         "PROJECT FUND" means the fund created by Section 602 hereof.

         "PURCHASE PERIOD"  means  the  period  during  which  the Purchaser  is
obligated  to  make  installment  purchase  payments  under  the  Bond  Purchase
Agreement  which shall  commence on the Closing  Date and end on the  Completion
Date.

         "PURCHASER" means ADESA Atlanta, LLC, and its successors and assigns.

                                      -9-
<PAGE>

         "RECORD DATE" means, with respect to the 2002 Bonds, the  fifteenth day
of the month immediately preceding each Interest Payment Date.

         "SECURITY DEED" means the  Deed to  Secure Debt and  Security Agreement
dated as of  December  1,  2002 from the  Issuer,  as  grantor,  in favor of the
Trustee,  as  grantee,  as the  same  may  hereafter  be  modified,  amended  or
supplemented in accordance with its terms.

         "2002 BONDS" means any  of the  Development Authority  of Fulton County
Taxable Economic  Development Revenue Bonds (ADESA Atlanta,  LLC Project) Series
2002 authorized and issued pursuant to Section 202 hereof.

         "TRUST ESTATE" means the property  described in Granting Clauses First,
Second, Third and Fourth of this Indenture.

         "TRUSTEE" means  SunTrust Bank,  or  any  successor  trustee  appointed
pursuant to Section 1308 hereof.

         "UNASSIGNED RIGHTS"  means  the  rights  of  the Issuer to  receive (i)
rental payments under Section 5.3(c) of the Lease,  (ii)  indemnification  under
Section 6.4 of the Lease, (iii) repayments of advances made by the Issuer,  plus
interest,  as provided in Section 6.5 of the Lease, and (iv) attorneys' fees and
expenses payable to the Issuer under Section 10.4 of the Lease.

         Section 102. MISCELLANEOUS  USE   OF     WORDS.   "Herein,"   "hereby,"
"hereunder," "hereof," "hereinbefore,"  "hereinafter" and other equivalent words
refer to this  Indenture  and not solely to the  particular  portion  thereof in
which any such word is used.  The  definitions  set forth in Section  101 hereof
include both  singular and plural.  Whenever  used herein,  any pronoun shall be
deemed to  include  both  singular  and  plural  and to cover all  genders.  Any
percentage of Bonds,  specified herein for any purpose,  is to be figured on the
unpaid principal amount thereof then outstanding.

                                      -10-

<PAGE>

                                   ARTICLE II

                                    THE BONDS

         Section 201. AUTHORIZED AMOUNT OF BONDS. The  Bonds  may  be  issued in
different series and each Bond shall have an appropriate series designation. All
of the Bonds shall be equally and ratably  secured by this  Indenture and by the
pledge  herein  made,  it being  expressly  understood  and agreed that no Bonds
issued hereunder shall be prior to any other Bonds thereafter  issued hereunder,
but  shall  be on a  parity  therewith,  with  respect  to the  pledge  of  this
Indenture.  The Bonds may be issued at one or more  times in  principal  amounts
designated by the Issuer and approved by the Lessee.

         Section 202. ISSUANCE OF 2002 BONDS.

         (a) The 2002 Bonds shall be designated "Development Authority of Fulton
County,  Taxable Economic Development Revenue Bonds (ADESA Atlanta, LLC Project)
Series  2002."  The  2002  Bonds  shall be  issued  in the  original  notational
aggregate  principal amount of $40,000,000.  The 2002 Bonds shall be issuable as
fully registered bonds without coupons in any denomination and shall be numbered
consecutively  from  R-1  upward,  in order of  authentication,  with any  other
designation as the Trustee deems appropriate.

         (b) The 2002 Bonds  shall be dated  as of  December 1, 2002. Each  2002
Bond shall bear interest from the interest  payment date next preceding its date
of  authentication,  or if  authenticated  on an interest payment date, it shall
bear  interest   from  its  date  of   authentication;   provided,   however  if
authenticated  prior to the first Interest  Payment Date, it shall bear interest
from  the  Closing  Date;  and  provided  further,  that  if,  on  the  date  of
authentication of any 2002 Bond, interest on the 2002 Bonds shall be in default,
2002 Bonds issued in exchange for 2002 Bonds  surrendered  for  registration  of
transfer or exchange  shall bear  interest  from the date to which  interest has
been paid in full on the 2002 Bonds surrendered.

         The 2002 Bonds shall bear interest on the Principal Amount at the Fixed
Rate per annum.  Interest  on the 2002 Bonds shall be computed on the basis of a
360-day year  composed of twelve 30-day  months.  The 2002 Bonds shall mature on
the Maturity Date. The 2002 Bonds are subject to redemption  pursuant to Article
III hereof.

         Interest on the 2002  Bonds shall accrue on the Principal Amount of the
Bonds outstanding commencing on the Closing Date. The interest on the 2002 Bonds
shall be  payable  annually  on the first  day of each  Interest  Payment  Date,
commencing  December  1, 2003  until  payment  in full of the  principal  amount
thereof,  by check or draft drawn on the  Trustee  and mailed to the  registered
owner at his  address as it appears on the bond  registration  books kept by the
Bond Registrar on the fifteenth day of the month (whether or not a Business Day)
before each interest payment date. Payment of interest on the 2002 Bonds may, at
the option of any holder of 2002 Bonds in an  aggregate  principal  amount of at
least  $1,000,000,  be transmitted by electronic  transfer to such holder to the
bank  account  number  on file  with the  Trustee  in  accordance  with  written
instructions  received by the Trustee prior to the fifteenth day next  preceding
any interest

                                      -11-
<PAGE>

payment date. Any such instructions shall contain the name of the recipient bank
(which  must be located  in the  continental  United  States),  such  bank's ABA
routing number and the  acknowledgment  of the Bondholder that a transfer charge
may be charged by the Trustee to the Bondholder for such  electronic  transfers.
Payment of the principal and redemption  price,  including any premium,  of each
2002 Bond upon  maturity  thereof  shall be made upon  surrender  thereof at the
Payment  Office of the  Trustee,  except that in the event the  Purchaser is the
holder of any 2002 Bond at the maturity  date, no surrender of such Bond will be
required  for the  payment of such Bond.  All  payments  shall be made in lawful
money of the United States of America.

         (c)      Any provision  hereof  to the  contrary  notwithstanding,  the
Trustee will, at the written request of the registered holder of all outstanding
Bonds, enter into a home office payment agreement with such holder providing for
the payment of the  interest on such Bond or Bonds and the  redemption  price of
any partial redemption of the principal thereof at a place and in a manner other
than as  provided  in this  Section  202 or in such Bond or Bonds,  but any such
agreement shall be subject to the following conditions:

                  (i)     The  terms  and conditions of such agreement shall  be
reasonably satisfactory to the Trustee;

                  (ii)    The final payment of the principal of and  premium (if
any) on such Bond or Bonds shall be made only upon the surrender  thereof to the
Trustee; and

                  (iii)   If such agreement provides for the  partial redemption
of the principal of such Bond or Bonds without the surrender thereof in exchange
for  one or more  new  Bonds  in an  aggregate  principal  amount  equal  to the
unredeemed portion of such Bond or Bonds, then such agreement:

                          (A) shall  provide  that the holder  of such  Bond  or
Bonds will not sell,  pledge,  transfer or otherwise  dispose of the same unless
prior to the delivery  thereof it shall (I) surrender the same to the Trustee in
exchange for a new Bond or Bonds in an aggregate  principal  amount equal to the
aggregate  unpaid  principal of such Bond or Bonds or (II) notify the Trustee in
writing of such sale,  pledge,  transfer or other disposition and deliver to the
Trustee a certificate  certifying to the Trustee that  endorsement has been made
on such Bond or Bonds, or on a record of partial redemption appertaining to each
such Bond and  constituting a part thereof,  of all portions of the principal of
each such Bond which have been redeemed; and

                          (B) shall  provide  (I) that, to  the  extent  of  the
payment  to the  holder  of such  Bond or Bonds of the  redemption  price of any
portion  thereof  called for  redemption,  the  Issuer  and the Lessee  shall be
released from liability  with respect to such Bond or Bonds,  and (II) that such
holder will  indemnify and hold harmless the Issuer,  the Lessee and the Trustee
against  any  liability  arising  from the  failure  of such  holder to make any
endorsement on such Bond or Bonds  required by the preceding  clause (A) or from
an error or omission in such endorsement; and

                                      -12-

<PAGE>

                          (C) shall provide that if monies are on deposit in the
Bond Fund,  on or before  any  interest  payment  date or any  redemption  date,
sufficient to pay the interest on the Bonds due on such interest payment date or
the redemption price of any Bonds called for redemption on such redemption date,
as the case may be,  then the failure of the holder of any such Bonds to receive
in a timely manner any payment due such holder on such interest  payment date or
redemption  date,  as the  case may be,  because  of a  mistake,  delay or other
failure in the implementation of the method of payment prescribed by such holder
in such  agreement  shall not  constitute  a default  hereunder,  provided  such
mistake, delay or other failure is not due to the negligence of the Issuer.

         (d)      The  initial  sale  and  delivery  of  the 2002  Bonds to  the
purchasers  thereof shall be subject to satisfaction of following  conditions on
or prior to the Closing Date:

                  (i)     A final judgment of  validation  with respect  to  the
2002 Bonds shall have been  rendered by the Superior  Court of Fulton  County as
provided by the Act.

                  (ii)    There shall have been filed with the Issuer a  request
and  authorization  to the  Issuer  on  behalf of the  Lessee  and  signed by an
Authorized  Lessee   Representative  to  cause  the   Authenticating   Agent  to
authenticate  and deliver the 2002 Bonds to the purchaser or purchasers  thereof
or its or their  representative or representatives upon payment to the Issuer of
the sum specified in such request and authorization.

                  (iii)   The  Issuer   shall  have  received  the   unqualified
approving  opinion  of Alston & Bird LLP,  Atlanta,  Georgia,  addressed  to the
Issuer, the Trustee and the Lessee, as to the legality of the 2002 Bonds and the
proceedings of the Issuer and the issuance thereof.

                  (iv)    The Issuer  and  Bond Counsel  shall have received the
unqualified  approving  opinion of Nelson,  Mullins,  Riley & Scarborough,  LLP,
Atlanta,  Georgia,  as counsel  to the  Issuer,  addressed  to the  Issuer,  the
Trustee,  the Lessee,  the Purchaser  and Bond  Counsel,  as to the legality and
binding effect on the Issuer of this Indenture and the Lease.

                  (v)     The Issuer shall have received an executed copy of the
Bond Purchase Agreement.

         Section 203. EXECUTION; LIMITED OBLIGATION. The  2002  Bonds  shall  be
executed on behalf of the Issuer with the manual or  facsimile  signature of its
Chairman or Vice-Chairman,  and attested by the manual or facsimile signature of
its Secretary or Assistant  Secretary,  and shall have  impressed,  imprinted or
otherwise  reproduced  thereon  the  corporate  seal  of the  Issuer.  Any  such
facsimiles shall have the same force and effect as if manually  signed.  In case
any officer  whose  signature  shall  appear on the 2002 Bonds shall cease to be
such  officer  before the delivery of such 2002 Bonds,  such  signature or other
facsimile shall nevertheless be valid and sufficient for all purposes,  the same
as if such officer had remained in office until such delivery.

         THE 2002 BONDS ISSUED PURSUANT TO THIS INDENTURE SHALL NOT BE DEEMED TO
CONSTITUTE  A DEBT OF THE  COUNTY,  THE STATE OF GEORGIA OR ANY OTHER  POLITICAL
SUBDIVISION  THEREOF,  OR A

                                      -13-
<PAGE>

PLEDGE OF THE FAITH AND CREDIT OF THE COUNTY,  THE STATE OF GEORGIA OR ANY OTHER
POLITICAL  SUBDIVISION THEREOF, BUT SUCH 2002 BONDS SHALL BE LIMITED OBLIGATIONS
OF THE ISSUER  PAYABLE  SOLELY FROM THE BOND FUND  PROVIDED FOR HEREIN,  AND THE
ISSUANCE  OF THE 2002 BONDS  SHALL NOT  DIRECTLY,  INDIRECTLY,  OR  CONTINGENTLY
OBLIGATE  THE COUNTY,  THE STATE OF GEORGIA OR ANY OTHER  POLITICAL  SUBDIVISION
THEREOF,  TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR OR TO MAKE
ANY  APPROPRIATION FOR THE PAYMENT THEREFOR;  PROVIDED,  HOWEVER,  FUNDS FOR THE
PAYMENT OF THE 2002 BONDS MAY BE RECEIVED FROM ANY OTHER SOURCE  DECLARED BY THE
ACT TO BE AVAILABLE AND MAY BE USED FOR THE LESSEE'S PAYMENT  OBLIGATIONS  UNDER
THE LEASE. THE ISSUER HAS NO TAXING POWER.

         Section 204. AUTHENTICATION. No 2002 Bond  shall be valid or obligatory
for any  purpose or entitled to any  security  or benefit  under this  Indenture
unless and until a certificate of authentication on such 2002 Bond substantially
in the form set forth on Exhibit A attached hereto shall have been duly executed
by the Authenticating Agent, and such executed certificate of the Authenticating
Agent upon any such 2002 Bond shall be  conclusive  evidence that such 2002 Bond
has been  authenticated and delivered under this Indenture.  The  Authenticating
Agent's  certificate of  authentication on any 2002 Bond shall be deemed to have
been executed by the Authenticating  Agent if signed by an authorized  signatory
of the Authenticating Agent, but it shall not be necessary that the same officer
execute the certificate of authentication on all of the 2002 Bonds.

         Section 205. FORM OF BONDS. The 2002  Bonds shall  be in  substantially
the form set forth in Exhibit A hereto,  each with such appropriate  variations,
omissions,  substitutions  and  insertions  as are permitted or required by this
Indenture  and may have such letters,  numbers or other marks of  identification
and such legends and endorsements  placed thereon,  as may be required to comply
with  any  applicable  laws or  rules  or  regulations,  or as  may,  consistent
herewith,  be determined by the officers  executing  such Bonds.  The definitive
Bonds shall have endorsed thereon,  until such time as the Authenticating  Agent
shall have been advised in writing to the contrary,  as hereinafter  provided, a
legend or text in substantially the following form:

                               TRANSFER RESTRICTED

         THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT  OF
         1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR
         JURISDICTION,  AND MAY NOT BE  SOLD OR  OTHERWISE  TRANSFERRED
         WITHOUT AN OPINION OF COUNSEL  ACCEPTABLE  TO THE ISSUER,  THE
         TRUSTEE AND THE LESSEE OF THE PROJECT REFERRED TO IN THIS BOND
         TO THE EFFECT THAT SUCH TRANSFER  WILL NOT VIOLATE  APPLICABLE
         SECURITIES LAWS.

At such time as the  Authenticating  Agent is advised in writing by Counsel  for
the  Lessee  or the  Issuer  that  such a  legend  is no  longer  required,  the
Authenticating  Agent,  on  presentation  of any Bond,  will strike  through the
legend and execute a certificate  to the effect that the legend has been removed
by the  Authenticating  Agent  with the  consent of the Issuer and the Lessee or
shall  issue a new Bond or Bonds of  authorized  denomination  or  denominations
without such legend.

                                      -14-
<PAGE>

         Section 206. MUTILATED, LOST, STOLEN OR  DESTROYED BONDS. If  any  2002
Bond is mutilated, lost, stolen or destroyed, the Issuer may execute and deliver
a new 2002 Bond of like  maturity and tenor in lieu of and in  substitution  for
the 2002 Bond mutilated,  lost, stolen or destroyed;  provided that, in the case
of any mutilated 2002 Bond,  such mutilated 2002 Bond shall first be surrendered
to the Bond  Registrar,  and in the case of any lost,  stolen or destroyed  2002
Bond, there shall be first furnished to the Bond Registrar evidence satisfactory
to the Bond Registrar of the ownership of such 2002 Bond and of such loss, theft
or destruction,  together with indemnity  satisfactory to it, the Lessee and the
Issuer;  provided that if the holder thereof is an Affiliate of the Lessee, such
indemnity may take the form of an unsecured promise or indemnity by such holder.
If any such 2002 Bond shall have matured or a redemption date pertaining thereto
shall have  passed,  instead of issuing a new 2002 Bond,  the Issuer may pay the
same.  The  Issuer may charge the holder or owner of such 2002 Bond with its and
the Bond Registrar's reasonable fees and expenses in this connection.

         Section 207. REGISTRATION AND EXCHANGE OF  BONDS.  Upon  surrender  for
registration  of  transfer  of  any  Bond  at the  Payment  Office  of the  Bond
Registrar,  duly  endorsed  by,  or  accompanied  by  a  written  instrument  or
instruments  of transfer in form  satisfactory  to the Bond  Registrar  and duly
executed by the registered owner or his attorney duly authorized in writing, the
Issuer shall execute and the Authenticating Agent shall authenticate and deliver
in the name of the transferee or transferees a new fully registered 2002 Bond or
2002 Bonds of the same series and same maturity for a like  aggregate  principal
amount.  2002 Bonds may be exchanged at said office of the Bond  Registrar for a
like  aggregate  principal  amount  of 2002  Bonds of the same  series  and same
maturity for a like aggregate principal amount. The Issuer shall execute and the
Authenticating  Agent shall  authenticate and deliver 2002 Bonds bearing numbers
not contemporaneously then outstanding.  The execution by the Issuer of any 2002
Bond of any  denomination  shall  constitute full and due  authorization of such
denomination  and the  Authenticating  Agent  shall  thereby  be  authorized  to
authenticate  and deliver  such 2002 Bond.  The Issuer shall cause books for the
registration  and for the registration of transfer of the 2002 Bonds as provided
in this Indenture to be kept by the Bond Registrar. The Bond Registrar shall not
be  required to register  the  transfer of or exchange  any 2002 Bond during the
period of fifteen  days next  preceding  any  interest  payment date of the 2002
Bonds nor to  register  the  transfer  of or  exchange  any 2002 Bond  after the
mailing of notice calling any 2002 Bond for redemption has been made, nor during
the period of fifteen days next  preceding  mailing of a notice of redemption of
any 2002 Bonds.  Prior to delivering any 2002 Bonds hereunder,  the Issuer shall
cause the validation certificate thereon to be appropriately executed.

         As to any 2002 Bond, the Person in  whose name such 2002 Bond  shall be
registered  shall be deemed and regarded as the absolute  owner  thereof for all
purposes, and payment of or on account of either principal of or interest on any
2002  Bond  shall be made  only to or upon the  order  of the  registered  owner
thereof or his legal  representative,  but such  registration  may be changed as
hereinabove provided.  All such payments shall be valid and effectual to satisfy
and discharge the liability upon such 2002 Bond to the extent of the sum or sums
so paid.

                                      -15-

<PAGE>

         The cost of  any services  rendered or  other expenses incurred by  the
Bond Registrar in connection with any exchange or registration of transfer shall
be treated  in the  arrangement  for  services  between  the Issuer and the Bond
Registrar as Ordinary Services or Ordinary  Expenses of the Bond Registrar,  and
shall be reimbursed as such pursuant to the provisions in the Lease.

         Notwithstanding the  foregoing, in  the case  any Bond  to be exchanged
bears the restrictive legend described in Section 205 hereof, no registration of
transfer thereof shall be effected unless there shall have been delivered to the
Trustee the legal  opinion  described  in such legend or a legal  opinion to the
effect  that such  legend is no longer  required  as  described  in Section  205
hereof.

         In the event that any  Bondholder fails to  provide a  correct taxpayer
identification number to the Trustee, the Trustee may make a charge against such
holder sufficient to pay any governmental charge required to be paid as a result
of such failure. In compliance with Section 3406 of the Code, this amount may be
deducted by the Trustee from amounts payable to the Bondholder.

         On or after the delivery to the Trustee of the  Completion Certificate,
any  holder of a 2002 Bond  bearing a stated  principal  amount in excess of the
Principal  Amount  of said  Bond,  may  surrender  such Bond to the  Trustee  in
exchange  of a new  2002  Bond  having a stated  principal  amount  equal to the
Principal Amount of the Bond surrendered.

         Section 208.  ISSUANCE OF ADDITIONAL BONDS.

         (a)      Subject to the requirements of applicable  law, so long as the
Lease is in effect and the Lessee  shall not be in  default  thereunder,  one or
more series of  Additional  Bonds may be  authorized by resolution of the Issuer
and thereupon  issued and  delivered  for the purposes and under the  conditions
stated in this Section and in Section 4.2 of the Lease and upon  compliance with
the provisions of this Section and Section 4.2 of the Lease. Any such Additional
Bonds  shall  rank PARI PASSU  with the 2002  Bonds as to the  security  for the
payment thereof and interest thereon.

         (b)      Additional Bonds may be  issued at  any time and from time  to
time in one or more series for the purpose of: (i) financing  the  completion of
the  Project to the extent the  proceeds of the 2002 Bonds are  insufficient  to
provide  for  completion  of  the  Project,   (ii)  financing  any   extensions,
improvements,  repairs, renovations,  replacements or extensions of the Project,
including,   without  limitation,   the  acquisition  of  any  additional  land,
improvements,  equipment,  or other  real or  personal  property  in  connection
therewith  (collectively  herein  called  "Additional  Improvements"),  or (iii)
refunding all or any portion of any series of outstanding Bonds.

         (c)      Additional Bonds may be in such denomination or denominations,
shall bear interest  payable at such  intervals,  on such dates in each year, at
such rate or rates,  shall mature on such dates in such  amounts and years,  and
shall be in such form and may contain such  provisions for  redemption  prior to
maturity,  all as may be provided in the  resolution  under which such Bonds are
issued.

                                      -16-
<PAGE>

         (d)      The proceeds from the issuance of any  Additional  Bonds shall
be used  solely for the payment or  reimbursement  of the costs  (including  the
costs of  issuing  such  bonds,  legal  fees and other  related  costs)  for the
purposes described in subsection (b) of this Section.

         (e)      The Issuer may  execute  and deliver to  the  Trustee and  the
Trustee  shall  authenticate  and  deliver  Additional  Bonds  for the  purposes
specified above upon receipt by the Trustee of the following:

                  (1) A written statement of  the Lessee  executed on  behalf of
the Lessee by any Authorized  Lessee  Representative of the Lessee (i) approving
the  terms,  conditions,  manner  of  issuance,  purchase  price,  delivery  and
contemplated  disposition of the proceeds of the sale of such Additional  Bonds,
and (ii)  certifying  that no Default has occurred and is  continuing  under the
Lease or, to the best of such officer's knowledge, this Indenture;

                  (2) A copy, duly  certified  by  the  Secretary  or  Assistant
Secretary of the Issuer,  of the  resolution  adopted and approved by the Issuer
authorizing the issuance of such Additional Bonds and the execution and delivery
of the supplemental indenture providing for the terms and conditions under which
such Additional Bonds shall be issued,  together with an executed counterpart of
such supplemental indenture;

                  (3) A  separate  lease  or  an   executed  counterpart  of  an
amendment  of the Lease  expressly  providing  for the payment of rentals by the
Lessee in amounts  sufficient  to pay the  principal  of,  premium,  if any, and
interest on such Additional Bonds;

                  (4) Copies  of  Financing  Statements  filed  to  protect  the
security  interests  created in the  supplemental  indenture with respect to the
Additional Bonds;

                  (5) An  opinion of  Bond  Counsel  to  the  effect  that  this
Indenture,  as supplemented,  creates a valid lien on and pledge of the revenues
thereby conveyed and pledged,  and all filings and/or recordings of any document
required  in order to perfect and  preserve  such lien and pledge have been duly
accomplished.  The Trustee may rely on such  opinion as to the  sufficiency  and
filing of the Financing Statements referred to in (4) above;

                  (6) An opinion of Bond  Counsel  to the  effect  that  (i) the
issuance of such Additional Bonds has been duly authorized and the terms thereof
comply with the  requirements of this Indenture and the Constitution and laws of
the  State  of  Georgia;  (ii) all  conditions  precedent  provided  for in this
Indenture  relating to the  authentication and delivery of such Additional Bonds
have been  satisfied;  (iii) upon the issuance of such  Additional  Bonds,  they
shall be valid and binding obligations of the Issuer entitled to the benefits of
and secured by this Indenture;  and (iv) such other matters as may be reasonably
required by the Issuer or the Trustee; and

                  (7) A written  request and  authorization  to  the  Trustee on
behalf of the Issuer and signed by the Chairman or Vice  Chairman and  Secretary
of the Issuer to authenticate and

                                      -17-

<PAGE>

deliver such Additional Bonds to the purchaser or purchasers  therein identified
upon  payment to the  Trustee,  but for the  account of the  Issuer,  of the sum
specified  in such  request  and  authorization  plus  accrued  interest on such
Additional Bonds to the date of delivery thereof.

         The  proceeds  of  such  Additional  Bonds  shall be deposited with the
Trustee and held and  disbursed  by the Trustee as provided in the  supplemental
indenture providing for the issuance of such Additional Bonds.

         (f) The  Issuer shall assign  and pledge such separate or  supplemental
Lease and all  revenues  derived or to be derived  therefrom as security for the
payment of the Outstanding Bonds, including the Additional Bonds.

         (g) Any subsequent proceedings  authorizing the  issuance of Additional
Bonds,  including any supplemental  indenture as provided in this Section, shall
not conflict with the terms and provisions of this Indenture but shall,  for all
legal purposes, ratify and reaffirm all the applicable covenants, agreements and
provisions  of this  Indenture  for the  equal  protection  and  benefit  of all
Bondholders.

         (h) The Additional Bonds and  the security therefor  shall be validated
in accordance with the laws of the State of Georgia.

         Section 209. PAYMENT OF  2002  BONDS IN  INSTALLMENTS. Under  the  Bond
Purchase  Agreement,  the  Purchaser  is  required to make  certain  installment
payments with respect to the Bonds.  The 2002 Bonds shall be initially issued as
one Bond in the principal  amount of  $40,000,000,  provided that such principal
amount  may be  reduced  based  on the  aggregate  total  amount  of any and all
installment  payments made by the Purchaser in consideration of the sale of such
Bonds under and  pursuant to the Bond  Purchase  Agreement  during the  Purchase
Period.  If the  Trustee is holding the Bond,  the  Trustee  agrees that upon an
installment  payment  under the Bond  Purchase  Agreement it will endorse in the
space  provided on the table  attached to such Bond, the amount and date of each
such installment payment.

                                      -18-

<PAGE>
                                   ARTICLE III

                    REDEMPTION OF 2002 BONDS BEFORE MATURITY

         Section 301. OPTIONAL  REDEMPTION.  The  2002  Bonds  are   subject  to
optional  redemption  at the  direction  of the  Lessee  prior to  their  stated
maturity  in whole or in part at any time and from time to time at a  redemption
price equal to the  principal  amount of the Bonds to be redeemed,  plus accrued
interest to the redemption date. Notice of any such optional redemption shall be
given to the  Trustee by the Lessee not less than ten (10) days but no more than
sixty (60) days before the  redemption  date.  Any such notice for redemption in
part shall specify the principal amount of the Bonds to be redeemed.

         Section 302.  [INTENTIONALLY OMITTED].

         Section 303. NOTICE OF REDEMPTION.

         (a) Notice of  the  call for any such  redemption identifying  the 2002
Bonds  to be  redeemed  shall  be given  by the  Trustee  mailing  a copy of the
redemption  notice by first class mail,  postage  prepaid at least ten (10) days
but no more than sixty (60) days prior to the redemption  date to the registered
owner of each 2002 Bond to be redeemed at the address shown on the  registration
books.  Such  notice  must (i)  specify  the  2002  Bonds  to be  redeemed,  the
redemption  date, the redemption price and the place or places where amounts due
upon redemption must be payable and (ii) state that on the redemption  date, the
2002 Bonds to be redeemed will cease to bear interest;  provided,  however, that
failure to give such notice by mailing, or any defect therein,  shall not affect
the validity of any proceeding for the redemption of the 2002 Bonds.

         (b) In addition to  the foregoing notice, to the  extent the 2002 Bonds
are owned by five (5) or more  holders  who are not  Affiliates  of the  Lessee,
further notice shall be given by the Trustee as set out below,  but no defect in
said  further  notice nor any failure to give all or any portion of such further
notice shall in any manner defeat the  effectiveness of a call for redemption if
notice thereof is given as prescribed in subsection (a) above.

             (i) Each further notice of redemption given hereunder shall contain
the  information  required in  subsection  (a) above for an  official  notice of
redemption plus (1) the CUSIP numbers of all 2002 Bonds being redeemed, but only
to the extent any such numbers have been assigned;  (2) the date of issue of the
2002 Bonds as  originally  issued;  (3) the rate of interest  borne by each 2002
Bond being redeemed; (4) the maturity date of each 2002 Bond being redeemed; and
(5) any other  descriptive  information  needed to identify  accurately the 2002
Bonds being redeemed.

             (ii) Each further  notice of redemption  shall be sent at least two
Business Days before the  redemption  date by  registered  or certified  mail or
overnight  delivery  service  to  all  of the  following  registered  securities
custodians then in the business of holding  substantial  amounts of bonds of the
type  comprising the 2002 Bonds (such  custodians now being The Custodian  Trust

                                      -19-
<PAGE>

Company of New York,  New York,  Midwest  Securities  Trust  Company of Chicago,
Illinois and Philadelphia Custodian Trust Company of Philadelphia, Pennsylvania)
and to one or more national  information  services that  disseminate  notices of
redemption of bonds such as the 2002 Bonds (such as Financial Information Inc.'s
Financial  Daily  Called  Bond  Service,  Interactive  Data  Corporation's  Bond
Service,  Kenny Information  Service's Called Bond Service and Standard & Poor's
Called Bond Record).

         (c) Any   notice   sent  as  provided  in  this  Section 303  shall  be
conclusively  presumed to have been given whether or not the addressee  receives
such notice.

         Section 304. REDEMPTION  PAYMENTS.  Prior  to   the   date  fixed   for
redemption,  the  Lessee on behalf of the  Issuer  shall  place (or caused to be
placed) funds with the Trustee in the Bond Fund Redemption  Account,  sufficient
to pay the principal amount of the Bonds called for redemption, accrued interest
thereon to the redemption date and the required redemption premium, if any. Upon
the happening of the above  conditions,  the Bonds so designated  for redemption
shall, on the redemption  date designated in such notice,  become and be due and
payable as hereinabove  specified,  and from and after the date of redemption so
designated,  unless  default  shall  be  made in the  payment  of the  Bonds  so
designated  for  redemption,  interest on the Bonds so designated for redemption
shall  cease to  accrue,  and the same  shall no  longer  be  protected  by this
Indenture and shall not be deemed to be Outstanding under the provisions of this
Indenture.

         Section 305. PRINCIPAL AND  REDEMPTION PAYMENT CREDITS. Nothing  herein
contained  shall be  construed  to limit the right of the Issuer to purchase any
Bonds,  at the written  direction of the Lessee,  in the open  market,  with any
excess monies in the Bond Fund, at a price not  exceeding the  redemption  price
set forth in this Article,  as a credit against its Bond Fund principal  payment
obligations, or its redemption payment obligations.  Any such Bonds so purchased
may not be reissued and shall be disposed of as is hereinafter  provided in this
Indenture.

         Section 306. PARTIAL REDEMPTION. The 2002 Bonds may be redeemed in  any
denomination.  Upon  surrender of any 2002 Bond for redemption in part only, the
Issuer shall execute and the Authenticating Agent shall authenticate and deliver
to the holder  thereof a new 2002 Bond or 2002 Bonds of the same series and same
maturity,  in the aggregate  principal amount equal to the unredeemed portion of
the 2002  Bond  surrendered.  At the  option of any  Bondholder,  upon a partial
redemption  of a Bond,  the  Bondholder  may  endorse  on the  Table of  Partial
Redemptions  appearing  on such  Bond,  the  amount  and  date  of such  partial
redemption  and  shall  immediately  forward  a  written  confirmation  of  such
endorsement to the Trustee, unless the Trustee is holding such Bond on behalf of
such  owner,  in which case the  Trustee  shall make such  endorsement  upon the
payment  thereof;  and each  Bondholder,  by  acceptance  of its  Bonds,  hereby
indemnifies the Paying Agent and the Trustee,  and holds them harmless,  against
all damages,  claims,  actions or expenses  arising from such owner's failure to
make or forward notice of such endorsement.  In the event less than all the 2002
Bonds are to be  redeemed,  the Bonds to be  redeemed  shall be  redeemed in the
principal amount designated by the Lessee.

                                      -20-
<PAGE>

         Notwithstanding  anything  else  contained  herein, the  provisions  of
Sections  303,  304 or 306 hereof may be amended or modified  pursuant to a Home
Office  Payment  Agreement  entered into pursuant to Section  202(c) hereof with
respect  to some or all of the  Bonds  which  are  subject  to the terms of such
agreement.

         Section 307. CANCELLATION. All 2002  Bonds which  have been surrendered
for the purpose of payment  (including 2002 Bonds which have been redeemed prior
to maturity and those  voluntarily  surrendered with  instructions to cancel the
same) shall be  immediately  canceled  and  periodically  cremated or  otherwise
destroyed  by the  Trustee  and  shall not be  reissued,  and a  certificate  of
cremation or  destruction  evidencing  such  cremation or  destruction  shall be
furnished  by the  Trustee  to the  Issuer.  All  2002  Bonds  which  have  been
surrendered for  cancellation  prior to maturity or early redemption shall cease
to accrue  interest  on and after the  surrender  thereof  and the same shall no
longer be protected by this  Indenture and shall not be deemed to be Outstanding
under the provisions hereof.

                                      -21-

<PAGE>
                                   ARTICLE IV

                                GENERAL COVENANTS

         Section 401. PAYMENT OF PRINCIPAL  AND INTEREST. The  Issuer  covenants
that it will  promptly  pay the  principal  of  (whether at maturity or upon any
redemption or acceleration),  premium, if any, and interest on the 2002 Bonds at
the place,  on the dates,  and in the manner  provided herein and in the form of
the 2002 Bonds according to the true intent and meaning hereof and thereof.  The
principal of, premium, if any, and interest on the 2002 Bonds are payable solely
from rental  payments  and other  payments  received  from the Lessee  under the
Lease,  together with all other revenues,  rents, and earnings arising out of or
in  connection  with the  Issuer's  interest  in the  Project,  which  payments,
revenues,  rents and earnings (excepting those subject to the Unassigned Rights)
are hereby  specifically  pledged to the payment of principal of and interest on
the 2002 Bonds in the manner and to the extent herein  specified.  The principal
of, premium,  if any, and interest on the 2002 Bonds are payable solely from the
Bond Fund established pursuant to Section 502 hereof.

         Section 402. PERFORMANCE OF COVENANTS BY ISSUER. The  Issuer  covenants
that it will faithfully perform at all times any and all covenants,  agreements,
undertakings,  stipulations and provisions  contained in this Indenture,  in any
and every Bond, and in all  proceedings of the Issuer  pertaining  thereto.  The
Issuer warrants and represents that it is duly authorized under the Constitution
and laws of the State of  Georgia to issue the 2002 Bonds and to enter into this
Indenture and to assign the rental payments and other payments received from the
Lessee  under the Lease  together  with all other  revenues,  rents and earnings
arising out of or in  connection  with its interest in the Project in the manner
and to the extent herein set forth; that all action on its part for the issuance
of the  2002  Bonds  and  the  authorization,  execution  and  delivery  of this
Indenture has been duly and effectively  taken;  and that the 2002 Bonds are and
will be valid and enforceable obligations of the Issuer in accordance with their
terms.

         Section 403. OWNERSHIP;  INSTRUMENTS OF  FURTHER ASSURANCE. The  Issuer
covenants that it lawfully owns and is lawfully possessed of the Project,  or on
and as of the date of the Closing Date of the 2002 Bonds,  it will  lawfully own
and be possessed and have good and marketable  title in and to the Project.  The
Issuer  covenants that it will do, execute,  acknowledge and deliver or cause to
be done,  executed,  acknowledged and delivered,  such resolution or resolutions
supplemental  hereto and such further  acts,  instruments,  and transfers as the
Trustee or the holders of a majority in aggregate  principal amount of the Bonds
then  outstanding  may  reasonably  require  for the  better  giving,  granting,
pledging,  assigning,  conveying,   mortgaging,   transferring,   assuring,  and
confirming  unto Trustee for the benefit of the Bondholders all and singular the
rents and other payments under the Lease and other revenues, rents, and earnings
arising out of or in connection with the Issuer's  interest in the Project,  and
pledged hereby to the payment of the principal of and interest on the Bonds. The
Issuer covenants that,  except as herein and in the Lease provided,  it will not
sell,  convey,  mortgage,  encumber  or  otherwise  dispose  of any  part of the
Project.

                                      -22-
<PAGE>

         Section 404. PAYMENT  OF  TAXES AND  RELATED CHARGES. Pursuant  to  the
provisions of Section 6.3 of the Lease,  the Lessee has agreed to pay all lawful
taxes,  assessments,  and charges at any time levied or assessed upon or against
the  Project  which  might  impair or  prejudice  the lien and  priority of this
Indenture;  provided,  however, that nothing contained in this Section 404 shall
require the payment of any such taxes,  assessments  and charges not required to
be paid under Section 6.3 of the Lease.

         Section 405. MAINTENANCE AND  REPAIR. Pursuant  to  the  provisions  of
Section 6.1 of the Lease,  the Lessee has agreed at its own expense to cause the
Project to be  maintained,  preserved  and kept in  reasonably  good  condition,
repair, and working order, and that it will, from time to time, cause to be made
all needed repairs  thereto,  and that the Lessee may, at it own expense,  make,
from time to time,  additions,  modifications  and  improvements  to the Project
under the terms and conditions set forth in the Lease.

         Section 406. RECORDATION  OF  THE   FINANCING   STATEMENT.  The  Issuer
covenants  that it will cause such  financing  statements  as are  necessary  to
perfect the assignment of rentals to be received under the Lease (excepting only
any Unassigned  Rights), to the Trustee as security for the payment of principal
of and  interest  on the Bonds to be filed and  recorded  in the  records of the
office of the Clerk of the Superior Court of Fulton County, Georgia.

         Section 407. INSPECTION OF PROJECT BOOKS. The Issuer covenants that all
books and  documents  in its  possession  relating to the Project and the rents,
revenues  and earnings  derived  from the Project  shall at all times be open to
inspection by such accountant or other agents as the Trustee or the holders of a
majority in aggregate  principal  amount of the Bonds then outstanding may, from
time to time, designate.

         Section 408. PRIORITY OF PLEDGE. The pledge and  assignment herein made
of the rental  payments and other  payments  received  from the Lessee under the
Lease,  excepting  only any  Unassigned  Rights,  together with all other rents,
revenues and earnings arising out of or in connection with the Issuer's interest
in the Project,  is a first and prior  pledge  thereof and shall not be impaired
directly or indirectly  by the Issuer or the Trustee and neither such  payments,
rents,  revenues and  earnings  nor the Project or the Issuer's  interest in the
Lease  shall  otherwise  be pledged  and no person  shall  have any rights  with
respect thereto except as provided herein and in the Lease.

         Section 409. RIGHTS UNDER LEASE AND BOND PURCHASE AGREEMENT. The  Lease
sets forth the respective  obligations of the Issuer and the Lessee  relating to
the  acquisition,  construction,   installation  and  leasing  of  the  Project.
Reference  is  hereby  made  to  the  Lease  for a  detailed  statement  of  the
obligations and rights of the Lessee thereunder;  and the Issuer agrees that the
Trustee in its own name or in the name of the Issuer may  enforce  all rights of
the Issuer and all obligations of the Lessee under and pursuant to the Lease for
and on  behalf of the  owners  of the  Bonds,  whether  or not the  Issuer is in
default under the Lease or this Indenture.

         The Bond Purchase  Agreement sets  forth the respective  obligations of
the Issuer,  the Lessee and the Purchaser relating to the purchase of the Bonds.
Reference is hereby made to the

                                      -23-
<PAGE>

Bond Purchase  Agreement for a detailed  statement of the obligations and rights
of the  Purchaser  and the Lessee  thereunder;  and the Issuer  agrees  that the
Trustee in its own name or in the name of the Issuer may  enforce  all rights of
the  Issuer  and all  obligations  of the  Lessee  and the  Purchaser  under and
pursuant to the Bond  Purchase  Agreement for and on behalf of the owners of the
Bonds,  whether  or not  the  Issuer  is in  default  under  the  Lease  or this
Indenture.

         Section 410. PAYMENT  FOR  EXTRAORDINARY  EXPENSES.  Anything  to   the
contrary  herein or in the Lease  notwithstanding,  neither  the  Issuer nor the
Lessee  shall be liable for  payment of any  Extraordinary  Expenses  or for any
Extraordinary Services unless the same was approved in writing in advance by the
Lessee  pursuant to Section 506 hereof and  Section  5.3(b) of the Lease,  which
approval shall not be unreasonably withheld.

                                      -24-
<PAGE>

                                    ARTICLE V

                               REVENUES AND FUNDS

         SECTION 501. SOURCE OF PAYMENT OF BONDS. THE  OBLIGATION OF  THE ISSUER
TO PAY THE  PRINCIPAL  OF,  PREMIUM,  IF ANY, AND INTEREST ON THE BONDS IS NOT A
GENERAL  OBLIGATION OF THE ISSUER BUT IS A LIMITED OBLIGATION PAYABLE SOLELY OUT
OF THE BOND FUND FROM THE RENTAL  PAYMENTS AND OTHER PAYMENTS  RECEIVED FROM THE
LESSEE  UNDER THE LEASE,  EXCEPTING  ONLY  PAYMENTS  PURSUANT TO ANY  UNASSIGNED
RIGHTS,  TOGETHER WITH ALL OTHER RENTS, REVENUES, AND EARNINGS ARISING OUT OF OR
IN CONNECTION  WITH THE ISSUER'S  OWNERSHIP OF THE PROJECT AND AS AUTHORIZED AND
PROVIDED HEREIN.

         The  Project  has  been leased under the Lease and the  rental payments
provided  for in Section  5.3 of the Lease are to be paid to the Trustee for the
benefit of the Bondholders and are to be deposited in the Bond Fund provided for
in Section 502 hereof,  except as provided in any Home Office Payment Agreement.
Such rental  payments are sufficient in amount and become due in a timely manner
so as to insure the prompt  payment of the  principal of,  premium,  if any, and
interest on the Bonds.

         Section 502. CREATION OF THE BOND FUND; PLEDGE OF SAME. There is hereby
created by the Issuer and ordered  established  with the Trustee a trust fund to
be designated  "Development  Authority of Fulton County Bond Fund ADESA Atlanta,
LLC Project" which shall be used only to pay the principal of, premium,  if any,
and interest on the Bonds. There shall now be established within the Bond Fund a
Principal  and  Interest  Account  and  a  Redemption  Account;  such  Accounts,
together,  shall  comprise  the Bond Fund.  In  accordance  with the  provisions
hereof,  the Bond Fund is hereby  pledged to and charged with the payment of (i)
the interest on the Bonds as such  interest  shall  become due and payable,  and
(ii) the  principal  and premium,  if any, of the Bonds as the same shall become
due and payable.

         Section 503. PAYMENTS INTO THE BOND FUND. There  shall be paid into the
Principal and Interest  Account all rental payments  specified in Section 5.3(a)
of the  Lease.  There  shall be paid into the  Redemption  Account,  as and when
received, (a) all monies required to be remitted to the Trustee or paid into the
Bond Fund pursuant to Sections 5.3, 7.1 or 7.2 of the Lease,  and (b) all monies
required to be so  deposited  pursuant to Section 304 hereof.  All other  monies
received by the Trustee under and pursuant to any of the provisions of the Lease
or this Indenture shall be deposited into the Principal and Interest  Account or
the Redemption  Account in accordance with the direction  accompanying  any such
monies. The Issuer covenants that so long as any of the Bonds are outstanding it
will pay, or cause to be paid, into the Bond Fund from the available  sources of
payment  described in Section 501 hereof  sufficient  monies to pay promptly the
principal of, premium,  if any, and interest on the Bonds as the same become due
and payable.

         Section  504.  USE OF MONIES IN THE BOND FUND.  Except as  provided  in
Section 509 hereof, monies in the Bond Fund shall be used solely for the payment
of the principal of,  premium,  if any, and interest on the Bonds and redemption
price of Bonds redeemed prior to maturity.  No part of the rental payments under
the Lease required to be paid into the Bond Fund

                                      -25-

<PAGE>

(excluding  prepayments  under Section 9.5 of the Lease) shall be used to redeem
Bonds prior to maturity.  Monies held in the Redemption  Account may be used for
the purchase of Bonds in the manner provided in Section 305 hereof.

         Section 505. NON-PRESENTMENT OF BONDS. Unless  otherwise  provided in a
Home Office  Payment  Agreement,  if any Bond shall not be presented for payment
when the principal  thereof becomes due, either at maturity or at the redemption
date, provided monies sufficient to pay such Bond shall have been made available
to the  Trustee  and are held in the Bond  Fund for the  benefit  of the  holder
thereof,  all  liability of the Issuer to the holder  thereof for the payment of
such Bond shall forthwith  cease,  determine and be completely  discharged,  and
thereupon,  subject to Section  509(b) and the laws having to do with  unclaimed
property  in the State of  Georgia,  it shall be the duty of the Trustee to hold
such monies,  without  liability  for interest  thereon,  for the benefit of the
holder of such Bond who  shall  thereafter  be  restricted  exclusively  to such
monies for any claim of whatever  nature on his part under this Indenture or on,
or with respect to, such Bond.

         Section 506. FEES, CHARGES AND EXPENSES OF BOND AGENTS. Pursuant to the
terms of the Lease,  the Lessee has agreed to pay  directly  to each of the Bond
Agents, until the principal of, premium, if any, and interest on the Bonds shall
have been  paid in full:  (i) an amount  equal to the  annual  fees of such Bond
Agents, if any, for their Ordinary Services rendered and their Ordinary Expenses
incurred  under  this  Indenture,  and (ii) to the  extent  that  they have been
approved in writing by the Lessee,  the reasonable fees and charges of such Bond
Agents,  if any, for  Extraordinary  Services rendered by them and Extraordinary
Expenses incurred by them under this Indenture, as and when the same become due,
subject to the provisions of Section 410 hereof.  As specified in Section 5.3(b)
of the Lease, the Lessee may contest the validity,  necessity or  reasonableness
for any such Extraordinary  Services and Extraordinary  Expenses and the fees or
charges referred to therein.

         Section 507. MONIES TO BE HELD IN TRUST. All  monies  paid  over to the
Trustee for the account of the Bond Fund under any  provision of this  Indenture
shall be held in trust by the  Trustee  for the  benefit  of the  holders of the
Bonds entitled to be paid therefrom.

         Section 508. INSURANCE AND CONDEMNATION PROCEEDS. Reference  is  hereby
made to  Sections  7.1,  7.2  and  7.3 of the  Lease  for  provisions  as to the
disposition of net proceeds of insurance and condemnation awards.

         Section 509.  REPAYMENT TO THE LESSEE FROM THE BOND FUND.

         (a)      Any amounts remaining in  the Bond Fund after payment  in full
of all Bonds (taking into  consideration  that sufficient  monies or obligations
such as are described in Section 902 hereof must be retained in the Bond Fund to
pay all  principal of,  premium,  if any, and interest then due and payable with
respect to each Bond not yet  presented  for payment  and to pay all  principal,
premium,  if any,  and  interest  relating to each Bond which is not yet due and
payable but with respect to which the lien of this  Indenture  has been defeased
upon compliance  with Article IX hereof),  and after payment of all of the fees,
charges and expenses of the Bond Agents which have accrued and which will accrue
and all other items required to be paid hereunder,  if

                                      -26-

<PAGE>

any,  shall be paid to the Lessee upon the  expiration or sooner  termination of
the term of the Lease as provided in Article XI of the Lease.

         (b)      Any moneys held by the Trustee  in the Bond  Fund in trust for
the payment of the principal of or interest on any Bond remaining  unclaimed for
two years after such principal,  premium, if any, or interest has become due and
payable  shall  be paid  to the  Lessee,  and the  holder  of  such  Bond  shall
thereafter,  as an unsecured general  creditor,  look only to the Lessee for the
payment  thereof and all  liability  of the Trustee  with  respect to such trust
money shall thereupon cease.

                                      -27-
<PAGE>

                                   ARTICLE VI

                  CUSTODY AND APPLICATION OF PROCEEDS OF BONDS

         Section 601. DISPOSITION  OF  ACCRUED  INTEREST;  DISPOSITION  OF  BOND
PROCEEDS.  The  proceeds  from  the  sale  of  the  2002  Bonds  (including  all
installment payments made pursuant to the Bond Purchase Agreement) shall be paid
into the hereinafter defined Project Fund.

         Section 602.  PROJECT FUND; DISBURSEMENTS.

         (a)      A special fund  is  hereby created  by the  Issuer and ordered
established with the Trustee to be designated  "Development  Authority of Fulton
County Project Fund ADESA Atlanta, LLC Project."

         (b)      Monies in the Project  Fund shall  be disbursed in  accordance
with the Lease, particularly Section 4.3 thereof.

         (c)      All payments from the Project Fund shall  be  made as directed
by an Authorized Lessee Representative upon checks signed or wire transfers,  or
in  such  other  manner  as may be  provided  for in  any  Home  Office  Payment
Agreement.

         (d)      All monies in and all securities held  for the  credit of  the
Project  Fund shall be  subject to a lien and charge in favor of the  holders of
the Bonds and shall be held for the security of such  holders  until paid out in
the manner provided for hereinabove.

         (e)      The Trustee shall maintain adequate records  pertaining to the
Project  Fund and all  disbursements  therefrom,  and after the Project has been
completed  and the  Completion  Certificate  has been filed with the  Trustee as
provided in Section 603 hereof,  the Trustee  shall file an  accounting  thereof
with the Lessee.

         Section 603. COMPLETION AND OCCUPANCY OF  PROJECT. If  the  acquisition
and  installation of the Project has not occurred prior to the Closing Date, the
Completion  Date  shall  be  evidenced  to the  Issuer  and the  Trustee  by the
Completion  Certificate  executed and delivered by the Lessee in accordance with
Section 4.5 of the Lease.

         Section 604. SURPLUS MONEY IN PROJECT FUND. Upon receipt by the Trustee
of the Completion  Certificate  pursuant to Section 4.5 of the Lease, all monies
remaining in the Project  Fund  (including  monies  earned on  investments  made
pursuant to the provisions of Section 701 hereof),  except for amounts  retained
in the Project  Fund for the payment of Project  Costs not then due and payable,
shall be paid into the Bond Fund and used by the  Trustee for the payment of the
principal  of Bonds or for the  purchase  of the Bonds in the open market in the
manner provided under Article III hereof. Any amounts paid into the Project Fund
after  the  delivery  of the  Completion  Certificate  in  accordance  with  the
requirements  of Section 4.5 of the Lease,  except for  amounts  retained in the
Project Fund for the payment of Project Costs not then due and payable, shall be
used for the payment of the  principal  of the Bonds or for the  purchase of the

                                      -28-

<PAGE>

Bonds in the open market in the same manner heretofore  provided in this Section
for amounts remaining on the Completion Date.

                                      -29-
<PAGE>

                                   ARTICLE VII

                          INVESTMENTS; DEPOSIT OF FUNDS

         Section 701. PROJECT FUND INVESTMENTS. Any monies held as a part of the
Project Fund shall be invested in obligations  which are Permitted  Investments.
Such  investments  shall be made upon the  written  direction  of an  Authorized
Lessee  Representative.  Each  written  investment  direction  given  under this
Section shall include a certification that such investments constitute Permitted
Investments under the terms of this Indenture. Such investments shall be held by
or under the  control of the  Trustee and shall be deemed at all times a part of
the Project  Fund and the  interest  accruing  thereon and any profit  resulting
therefrom shall be credited to the Project Fund and any loss resulting therefrom
shall be charged to the Project Fund. The Trustee may make any such  investments
through its own  investment  department  or that of any Affiliate of the Trustee
and shall not have any liability for any loss resulting from any investment made
and administered in accordance with this Section.

         Section 702. BOND FUND INVESTMENTS. Monies  held   in  the  Bond   Fund
Redemption and Principal and Interest  Accounts shall, at the written  direction
of an  Authorized  Lessee  Representative,  be invested  and  reinvested  by the
Trustee in Permitted Investments in accordance with the treatment prescribed for
Project  Fund  monies in Section 701 hereof.  Investments  shall  mature at such
times and in such  amounts  as will  permit the  timely  payment of the  amounts
required  to be paid from the Bond Fund.  Such  investments  shall be held by or
under the  control of the Trustee and shall be deemed at all times a part of the
Redemption  Account or the Principal and Interest  Account,  as the case may be,
and the interest  accruing  thereon and any profit  realized  therefrom shall be
credited to the Redemption Account or the Principal and Interest Account, as the
case may be, and any loss resulting therefrom shall be charged to the Redemption
Account or the Principal and Interest  Account,  as the case may be. The Trustee
is directed to sell and convert to cash a sufficient  amount of such investments
in the Bond Fund  whenever  the cash held in the Bond  Fund is  insufficient  to
provide for the payment of the  principal  of (whether at the  maturity  date or
redemption date prior to maturity),  premium,  if any, and interest on the Bonds
as the same become due and  payable.  The Trustee may make any such  investments
through its own  investment  department  or that of any Affiliate of the Trustee
and  shall  not be  liable  for any  investment,  or the sale  thereof,  made in
accordance with the provisions of this Article VII.

         Section 703. DEPOSIT OF FUNDS. All  monies  received  by the  Issuer in
connection  with the issuance of the Bonds or otherwise  in  connection  with or
arising out of the Issuer's  interest in the Project shall be deposited with the
Trustee in accordance with the provisions of Article VI of this  Indenture.  All
monies  deposited  shall be  applied  in  accordance  with the terms and for the
purposes  herein set forth and shall not be subject to lien or attachment by any
creditor of the Issuer.

                                      -30-

<PAGE>
                                  ARTICLE VIII

                      SUBORDINATION TO RIGHTS OF THE LESSEE

         Section 801. SUBORDINATION TO RIGHTS OF THE LESSEE. This Indenture  and
the rights,  options and  privileges of the Trustee and the holders of the Bonds
hereunder and under the Lease, are specifically  made subject to and subordinate
to the rights, options, and privileges of the Lessee set forth in the Lease, and
the Lessee  shall be  suffered  and  permitted  to possess,  use,  and enjoy the
Project  and its  appurtenances  so as to carry  out its  obligations  under the
Lease.

         Section 802. RELEASE OF PORTIONS OF THE PROJECT. Reference  is  made to
the provisions of the Lease,  including,  without  limitation,  Sections 6.2 and
11.2 thereof,  wherein the Lessee has been granted the right to remove,  dispose
of and/or acquire certain portions of the Project upon compliance with the terms
and  conditions  of the Lease.  The Issuer and the Lessee have agreed  under the
Lease that upon  compliance  with the  conditions  applicable  to the release of
certain  portions of the  Project,  any such  portions of the Project  which are
released  shall  automatically  cease to be  subject  to the Lease and by virtue
thereof this Indenture and shall be released  therefrom and herefrom without the
necessity of any further  action by the Issuer,  the Lessee,  the Trustee or any
other Person.

         Section 803. RELEASE OF EQUIPMENT. Reference is  made to the provisions
of the Lease, including,  without limitation,  Section 6.2 thereof,  wherein the
Lessee has been granted the right to remove from the Project  items of Equipment
upon compliance  with the terms and conditions of the Lease.  The Issuer and the
Lessee  have agreed  under the Lease that upon  compliance  with the  conditions
applicable  to the release of items of  Equipment,  any such items of  Equipment
which are released shall  automatically  cease to be subject to the Lease and by
virtue  thereof  this  Indenture  and shall be released  therefrom  and herefrom
without the  necessity  of any further  action by the  Issuer,  the Lessee,  the
Trustee or any other Person.

         Section 804. GRANTING OF EASEMENTS. Reference is made to the provisions
of the Lease, including,  without limitation,  Section 8.5 thereof,  wherein the
Lessee  has  reserved  the right to grant or  release  easements  and take other
action upon  compliance  with the terms and conditions of the Lease.  The Issuer
agrees to confirm in writing any action  taken by the Lessee  under said Section
8.5 upon compliance with the provisions of the Lease.

         Section 805. FURTHER ASSURANCES. The Trustee, at the written request of
the Issuer or the Lessee,  shall (i)  confirm in writing  that all rights to and
liens on the Project or any part thereof  which may be released  pursuant to the
terms of the Lease which may be afforded under this Indenture  shall be released
and terminated  upon  compliance with the terms of the Lease and (ii) execute or
cause to be executed any and all instruments  reasonably requested by the Issuer
or the Lessee to  effectuate a conveyance  of the Project or any part thereof or
the release of any lien or security interest therein.

                                      -31-

<PAGE>
                                   ARTICLE IX

                                DISCHARGE OF LIEN

         Section 901. DISCHARGE OF LIEN. If the Issuer shall  pay or cause to be
paid the principal of,  premium,  if any, and interest on the Bonds at the times
and in the manner stipulated  therein and herein,  and if the Issuer shall keep,
perform and observe all and singular the covenants  and  agreements in the Bonds
and in this Indenture  expressed as to be kept,  performed and observed by it or
on its part, then the lien of this Indenture shall cease, determine and be void.
The Trustee shall thereupon  execute and deliver to the Issuer such  instruments
in writing as shall be required to evidence the same, and reconvey to the Issuer
the Trust  Estate,  and  assign  and  deliver to the Issuer so much of the Trust
Estate as may be in its possession or subject to its control,  except for monies
and securities  held in the Bond Fund for the purpose of paying Bonds which have
not yet been  presented for payment and monies and  obligations in the Bond Fund
required to be paid to the Lessee pursuant to Section 509 hereof.

         Section 902. PROVISION FOR PAYMENT OF BONDS. The Bonds shall  be deemed
to have been paid within the meaning of Section 901 hereof if:

         (a)      (1) there shall have been irrevocably deposited into  the Bond
Fund or in a separate escrow fund expressly  created for such purpose either (i)
monies in an amount,  and/or (ii)  Governmental  Obligations  the  principal of,
premium,  if any,  and  interest on which when due,  will  provide  monies in an
amount which, without further investment or reinvestment,  and together with the
monies,  if any,  deposited  with or held by the  Trustee  at the same  time and
available for such purpose  pursuant to this  Indenture,  shall be sufficient to
pay the  principal  of and  interest due and to become due on the Bonds at their
respective  maturities  (as  evidenced by a  certification  to such effect by an
Independent Auditor delivered to the Trustee), and there shall have been paid to
each of the Bond  Agents  all of the fees and  expenses  due or to become due to
such parties,  in connection with the discharge of their respective  obligations
in connection  with the payment or redemption  of the Bonds,  or otherwise  with
respect thereto, or there shall have been made arrangements satisfactory to said
Bond  Agents for such  payment  or (2) there  shall  have been  surrendered  for
cancellation  all  outstanding  Bonds in accordance  with Section  9.6(c) of the
Lease; and

         (b)      in case the Bonds are to be redeemed prior to  their maturity,
the Issuer shall have given to the Trustee in form  satisfactory  to the Trustee
irrevocable  instructions to redeem the Bonds on the date or dates indicated and
either evidence satisfactory to the Trustee that all redemption notices required
hereunder have been given or irrevocable  power  authorizing the Trustee to give
such redemption notices. As a condition to any such payment,  the Trustee in its
discretion may require the delivery of a certification by an Independent Auditor
of the  sufficiency  of any such deposit,  provided  that no such  certification
shall  be  required  if all of the  Bonds  are  held by the  Lessee  and/or  its
Affiliates.

                                      -32-
<PAGE>

                                    ARTICLE X

                 DEFAULT PROVISIONS AND REMEDIES OF BONDHOLDERS

         Section 1001. DEFAULTS.  If  any  of  the  following   events   occurs,
subject  to the  terms of  Section  1007  hereof,  it is hereby  defined  as and
declared to be and to constitute an "Event of Default" under this Indenture:

         (a)      default in the due and punctual payment of any interest on any
Bond and the  continuance  of such default for a period of thirty (30)  calendar
days; or

         (b)      default in the due and punctual payment of the principal of or
redemption  premium,  if any, on any Bond,  whether at the maturity  date or the
redemption  date prior to maturity  and the  continuance  of such  default for a
period of thirty (30) calendar days; or

         (c)      default in the performance or observance of  any other of  the
covenants,  agreements,  or  conditions  on the part of the  Issuer  under  this
Indenture or in the Bonds contained; or

         (d)      the  occurrence of  any event  of default  under the  Lease as
provided in Section 10.1 thereof and receipt by the Trustee of a written request
to  accelerate  the  principal  amount of the Bonds  then  Outstanding  from the
holders  of more  than 50% in  aggregate  principal  amount  of the  Bonds  then
Outstanding;  provided  that no such written  request shall be required upon the
occurrence of an event of default under  subsections  (d) or (e) of Section 10.1
of the Lease.

         Section 1002. ACCELERATION. Upon   the  occurrence   and    during  the
continuance of any Event of Default hereunder, the Trustee may, and upon receipt
of written instructions from the holders of more than 50% in aggregate principal
amount of Bonds then  outstanding,  shall, by notice in writing delivered to the
Issuer,  declare the principal of all Bonds and the interest  accrued thereon to
the date of such  acceleration to be immediately  due and payable,  and the same
shall thereupon  become and be immediately due and payable;  provided,  however,
the Bonds then Outstanding  shall be accelerated  automatically  and without the
necessity  of any  declaration  or the  taking  of any  other  action  upon  the
occurrence of an event of default under subsection (d) or (e) of Section 10.1 of
the Lease.

         Section 1003. OTHER  REMEDIES. Upon  the  occurrence  and   during  the
continuance of any Event of Default hereunder,  the Trustee shall have the power
to proceed with any right or remedy granted under the Lease  Documents or by the
Constitution  and laws of the State of Georgia,  as it may deem best,  including
any suit,  action or  special  proceeding  in equity or at law for the  specific
performance of any covenant or agreement contained herein or for the enforcement
of any proper legal or equitable remedy as the Trustee shall deem most effectual
to protect the rights  aforesaid,  insofar as such may be authorized by law, and
the right to the  appointment,  as a matter of right and  without  regard to the
sufficiency of the security  afforded by the Trust Estate, of a receiver for all
or any part of the Trust Estate. In the event all the 2002 Bonds are held by the
Purchaser or one or more Affiliates of the Purchaser, the Trustee shall exercise
no rights or

                                      -33-
<PAGE>

remedies  and shall not  authorize  the Issuer to  exercise  any right or remedy
without  providing  such holders at least five Business  Days'  advance  written
notice thereof.  In the event the holders of at least 50% in aggregate principal
amount of said Bonds instruct the Trustee and the Issuer to take no action,  the
Trustee and the Issuer  shall comply with such  instructions  and shall incur no
liability as a result of such  compliance.  The rights here  specified are to be
cumulative  to all other  available  rights,  remedies,  or powers and shall not
exclude any such  rights,  remedies or powers.  Without  intending  to limit the
foregoing  rights,  remedies  and  powers by virtue of such  specification,  the
Trustee is authorized to further assign the Issuer's  right,  title and interest
in the Lease to a third party,  provided that the Trustee shall provide  written
notice of such  assignment  to the Issuer at least one business day prior to the
effective date of any such assignment.

         Section 1004. RIGHTS OF BONDHOLDERS. Upon the occurrence  of any  Event
of  Default  and if  requested  to do so by the  holders  of  more  than  50% in
principal amount of the Bonds Outstanding and indemnified as provided in Section
1301(m)  hereof,  the  Trustee  shall be obliged  to  exercise  such  rights and
remedies  conferred by this  Indenture and the Lease as the holders of the Bonds
shall have instructed the Trustee, subject to the following:

         (a)      No right or remedy by the  terms of  this Indenture  conferred
upon or  reserved  to the  Trustee or the holders of the Bonds is intended to be
exclusive of any other right or remedy, but each and every such right and remedy
shall be cumulative  and shall be in addition to any other right or remedy given
to the  Bondholders  or now or  hereafter  existing  at law,  in  equity,  or by
statute.

         (b)      No delay or omission to exercise any right or remedy  accruing
upon any Event of  Default  hereunder  shall  impair any such right or remedy or
shall be construed  to be a waiver of any such Event of Default or  acquiescence
therein;  and every such right and remedy may be exercised from time to time and
as often as may be deemed expedient.

         (c)      No waiver of any Event of Default hereunder shall extend to or
shall  affect any  subsequent  Event of  Default  or shall  impair any rights or
remedies consequent thereon.

         Section 1005. APPLICATION OF MONIES.

         (a)      All monies received pursuant to  any  right  given  or  action
taken under the provisions of this Article and any monies available in the funds
and accounts  shall,  after payment of the costs and expenses of the proceedings
resulting in the collection of such monies and of the expenses,  liabilities and
advances  incurred or made by the Trustee in connection  therewith and all other
amounts  due and  payable  to the  Trustee  hereunder  or under  the  Lease,  be
deposited in the Principal and Interest  Account,  on a pro rata basis,  and all
monies in the Bond Fund shall be applied as follows:

                  (i)     Unless the principal  of  all  the  Bonds  shall  have
become or shall have been  declared  due and  payable,  all such monies shall be
applied by the Trustee:

                                      -34-

<PAGE>

                           First - To  the  payment  to   the  Persons  entitled
thereto  of all  installments  of  interest  then due on the Bonds  (other  than
installments of interest on Bonds with respect to the payment of which monies or
securities  are set  aside in the  respective  Bond  Fund),  in the order of the
maturity of the installments of such interest and, if the amount available shall
not be sufficient to pay in full any particular installment, then to the payment
ratably,  according  to the  amounts  due on such  installment,  to the  Persons
entitled thereto, without any discrimination or privilege; and

                           Second - To  the  payment  to  the  Persons  entitled
thereto of the unpaid  principal of any of the Bonds which shall have become due
(other than  principal  of Bonds with  respect to the payment of which monies or
securities  are set aside in the Bond  Fund),  in the order of their due  dates,
with interest on such Bonds from the respective dates upon which they become due
and, if the amount available shall not be sufficient to pay in full Bonds due on
any particular date,  together with such interest,  then to the payment ratably,
according to the amount of principal due on such date,  to the Persons  entitled
thereto without any discrimination or privilege.

                  (ii)     If the principal of all the Bonds  shall have  become
due or shall  have been  declared  due and  payable,  all such  monies  shall be
applied to the payment of the  principal  and interest  then due and unpaid upon
the Bonds  (other than  principal  of and  interest on Bonds with respect to the
payment of which monies or securities  are set aside in the Bond Fund),  without
preference or priority of principal  and interest one over the other,  or of any
installment of interest over any other  installment of interest,  or of any Bond
over any other Bond,  ratably,  according  to the amounts due  respectively  for
principal  and  interest,   to  the  Persons   entitled   thereto   without  any
discrimination or privilege.

If the principal of all the Bonds shall have been declared due and payable,  and
if such declaration  shall thereafter have been rescinded and annulled under the
provisions of this Article then,  subject to the provisions of paragraph (ii) of
this  subsection  (a),  in the event that the  principal  of all the Bonds shall
later become due or be declared due and payable,  the monies shall be applied in
accordance with the provisions of paragraph (i) of this subsection (a).

         (b)      Whenever monies are to  be applied pursuant to  the provisions
of this  Section,  such monies shall be applied at such times,  and from time to
time,  as the Trustee shall  determine,  having due regard to the amount of such
monies  available  for  application  and the  likelihood  of  additional  monies
becoming  available  for such  application  in the future.  Whenever the Trustee
shall  apply  such  funds,  it shall fix the date  (which  shall be an  interest
payment date unless it shall deem another  date more  suitable)  upon which such
application  is to be made  and  upon  such  date  interest  on the  amounts  of
principal to be paid on such dates shall cease to accrue. The Trustee shall give
such notice as it may deem appropriate of the deposit with it of any such monies
and of the fixing of any such date, and shall not be required to make payment to
the holder of any Bond until such Bond shall be  presented  to the  Trustee  for
appropriate endorsement or for cancellation if paid in full.

                                      -35-
<PAGE>

         (c)      Whenever all Bonds and interest thereon have been  paid  under
the  provisions of this Section and all expenses and charges of the Bond Agents,
if any, have been paid, any balance  remaining in the Bond Fund shall be paid to
the Lessee as provided in Section 509 hereof.

         Section 1006. TERMINATION OF PROCEEDINGS. In  case  the Trustee  or any
Bondholder  shall  have  proceeded  to  enforce  any right or remedy  under this
Indenture by the  appointment of a receiver,  by entry,  or otherwise,  and such
proceedings  shall have been  discontinued or abandoned for any reason, or shall
have been  determined  adversely,  then and in every such case the  Issuer,  the
Trustee and the  Bondholders  shall be restored to their  former  positions  and
rights hereunder with respect to the Trust Estate, and all rights,  remedies and
powers  of  the  Trustee  and  the  Bondholders  shall  continue  as if no  such
proceedings had been taken.

         Section 1007.  NOTICE OF EVENTS OF DEFAULT; OPPORTUNITY  OF THE  ISSUER
AND LESSEE TO CURE DEFAULTS.

         (a)      No Event  of  Default specified in  subsection  1001(c) hereof
shall  constitute  an Event of Default  hereunder  until notice of such Event of
Default by  registered  or  certified  mail shall be given by the Trustee to the
Issuer  and the  Lessee,  and the Issuer  shall have had thirty  (30) days after
receipt of such  notice to correct  said Event of Default or cause said Event of
Default to be corrected,  and the Issuer shall not have  corrected said Event of
Default or caused said Event of Default to be  corrected  within the  applicable
period;  provided  further,  that  if an  Event  of  Default  specified  in said
subsection  1001(c) be such that it can be  corrected  but not within the period
specified  herein,  it shall not  constitute  the  basis of an Event of  Default
hereunder if  corrective  action  capable of remedying  such Event of Default is
instituted by the Issuer within the  applicable  period and  diligently  pursued
until the Event of Default is  corrected,  unless,  by such action,  the lien or
charge hereof on any part of the Trust Estate shall be materially  endangered or
the Project or the revenue  therefrom  or any part  thereof  shall be subject to
loss or forfeiture.

         (b)      With regard to any Event of Default concerning which notice is
given to the Lessee or the Issuer under the provisions of this Section 1007, the
Issuer hereby grants to the Lessee full  authority to perform any obligation the
performance  of which by the Issuer is alleged in such  notice to be in default,
such  performance  by the Lessee to be in the name and stead of the Issuer  with
full power to do any and all things and acts to the same  extent that the Issuer
could do and perform any such things and acts and with power of substitution.

         Section 1008. WAIVERS OF EVENTS OF DEFAULT. The Trustee (a) may  in its
discretion waive any Event of Default hereunder and its consequences and rescind
any acceleration of maturity of principal and its consequences, if such Event of
Default  has been cured and there is no longer  continuing  any Event of Default
hereunder,  and  (b)  shall  waive  any  Event  of  Default  hereunder  and  its
consequences  and rescind any  acceleration  of maturity of principal,  upon the
written  request of the owners of a majority  in  principal  amount of the Bonds
outstanding;  provided, however, that there shall not be waived (i) any Event of
Default  pertaining to the payment of the  principal or premium,  if any, of any
Bond at its maturity date or any prepayment date prior to maturity,  or (ii) any
Event of Default pertaining to the payment when due of the interest on any Bond,
unless  prior to such  waiver or  rescission,  all  arrears  of  principal  (due
otherwise  than by

                                      -36-
<PAGE>

acceleration)  and interest,  with interest (to the extent  permitted by law) at
the rate borne by the Bonds on overdue  installments of principal,  premium,  if
any, and interest and all arrears of payments of principal when due, as the case
may be,  and all  expenses  of the  Trustee  in  connection  with such  Event of
Default, shall have been paid or provided for, and in case of any such waiver or
rescission,  or in case any  proceeding  taken by the  Trustee on account of any
such Event of Default  shall have been  discontinued  or abandoned or determined
adversely, then and in every such case the Issuer, the Trustee and the owners of
the Bonds shall be  restored  to their  former  positions  and rights  hereunder
respectively, but no such waiver or rescission shall extend to any subsequent or
other Event of Default, or impair any right consequent thereon.

         Section 1009. RIGHT  OF  HOLDERS OF THE  BONDS  TO  DIRECT PROCEEDINGS.
Anything in this Indenture to the contrary  notwithstanding,  but subject to the
provisions of Section 1301(m) hereof,  the owners of not less than a majority in
principal amount of Bonds  outstanding  shall have the right, at any time, by an
instrument or instruments in writing  executed and delivered to the Trustee,  to
direct  the  method  and  place of  conducting  all  proceedings  to be taken in
connection  with the  enforcement of the terms and conditions of this Indenture,
or for  the  appointment  of a  receiver  or any  other  proceedings  hereunder;
provided, that such direction shall not be otherwise than in accordance with the
provisions of law and of this Indenture.

         Section 1010. RIGHTS AND REMEDIES  VESTED IN  TRUSTEE. Subject  to  the
provisions of Section 1004, all rights and remedies (including the right to file
proof of claims) under this  Indenture or under any of the Bonds may be enforced
by the Trustee  without  the  possession  of any of the Bonds or the  production
thereof in any trial or other proceedings  relating thereto and any such suit or
proceeding  instituted  by the  Trustee  shall be brought in its name as Trustee
without the necessity of joining as  plaintiffs or defendants  any owners of the
Bonds, and any recovery of judgment shall be for the equal benefit of the owners
of the Bonds.

         Section 1011. RIGHTS AND REMEDIES OF OWNERS OF THE BONDS. No  owner  of
any Bonds shall have any right to institute  any suit,  action or  proceeding in
equity or at law for the enforcement of this Indenture, for the execution of any
trust thereof or for the appointment of a receiver or to enforce any other right
or  remedy  hereunder,  unless an Event of  Default  has  occurred  of which the
Trustee has been notified as provided in subsection  (h) of Section 1301 hereof,
or of which by said  subsection  it is deemed to have notice,  and the owners of
not less than a majority in  principal  amount of Bonds  outstanding  shall have
made  written  request  to  the  Trustee  and  shall  have  offered   reasonable
opportunity either to proceed to exercise the powers hereinbefore  granted or to
institute such action,  suit or proceeding in its own name, nor unless also such
owners have offered to the Trustee indemnity as provided in Section 1301 hereof,
nor unless  also the Trustee  shall  thereafter  fail or refuse to exercise  the
powers hereinbefore  granted, or to institute such action, suit or proceeding in
its,  his or their own name or names.  Such  notification,  request and offer of
indemnity  are hereby  declared in every case at the option of the Trustee to be
conditions precedent to the execution of the powers and trusts of this Indenture
and to any action or cause of action for the enforcement of this  Indenture,  or
for the appointment of a receiver or for any other right or remedy hereunder; it
being understood and intended that no one or more owners of the Bonds shall have
any right in any manner  whatsoever to affect,  disturb or prejudice the lien of
this  Indenture  by its,  his or their  action or to enforce any right or remedy

                                      -37-

<PAGE>

hereunder except in the manner herein provided,  and that all proceedings at law
or in equity  shall be  instituted,  had and  maintained  in the  manner  herein
provided and for the equal  benefit of the owners of all Bonds.  Nothing in this
Indenture contained shall,  however,  affect or impair the right of any owner of
the Bonds to enforce the  payment of the  principal  of,  premium,  if any,  and
interest on any Bond at and after the maturity thereof, or the obligation of the
Issuer to pay the  principal  of,  premium,  if any, and interest on each of the
Bonds issued hereunder to the respective  owners hereof at the time, place, from
the source and in the manner expressed in the Bonds.

                                      -38-


<PAGE>

                                   ARTICLE XI

                             SUPPLEMENTAL INDENTURES

         Section 1101. SUPPLEMENTAL  INDENTURES   NOT   REQUIRING   CONSENT   OF
BONDHOLDERS.  The Issuer  may,  without the consent of, or notice to, any of the
Bondholders,  adopt an indenture or indentures supplemental to this Indenture as
shall not be  inconsistent  with the terms and provisions  hereof for any one or
more of the following purposes:

                  (a)     to cure any ambiguity or formal defect or  omission in
this Indenture;

                  (b)     to  grant  to  or  confer  for  the  benefit  of   the
Bondholders  any additional  rights,  remedies,  powers or authorities  that may
lawfully be granted to or conferred upon the Bondholders;

                  (c)     to subject to the lien and  pledge of  this  Indenture
additional rents, revenues, receipts, properties or collateral;

                  (d)     to issue and to secure the payment of Additional Bonds
as provided in Section 208 hereof; and

                  (e)     in connection  with any  other  changes  hereto  which
shall be deemed necessary or desirable for the purpose of modifying or altering,
amending,  adding  to or  rescinding,  in any  particular,  any of the  terms or
provisions  contained  herein  which  do  not  prejudice  the  interests  of the
Bondholders.

         Section 1102. SUPPLEMENTAL INDENTURES REQUIRING CONSENT OF BONDHOLDERS.
Exclusive of supplemental  indentures covered by Section 1101 hereof and subject
to the terms and provisions  contained in this Section,  and not otherwise,  the
holders of not less than two-thirds  (2/3) in principal amount of the Bonds then
outstanding shall have the right, from time to time,  anything contained in this
Indenture  to the  contrary  notwithstanding,  to  consent  to and  approve  the
adoption by the Issuer of such other indenture or indentures supplemental hereto
as shall be deemed  necessary  or  desirable  by the Issuer  for the  purpose of
modifying,  altering,  amending, adding to or rescinding, in any particular, any
of the terms or provisions  contained in this  Indenture or in any  supplemental
indenture;  provided,  however, that nothing in this Section shall permit, or be
construed as permitting  (in each case,  without the consent of the  Bondholders
affected thereby):

         (a)      an extension of the maturity date on which  the principal  of,
premium, if any, or interest on any Bond is, or is to become, due and payable;

         (b)      a reduction in the principal amount of any Bond or  Bonds, the
rate of interest thereon, or any redemption premium;

         (c)      a privilege or priority  of  any  Bond or Bonds over any other
Bond or Bonds;

                                      -39-

<PAGE>

         (d)      a reduction in the principal amount of the  Bonds required for
consent to any supplemental indenture;

         (e)      an alteration of the date fixed in  any  of the Bonds for  the
payment of the principal of,  premium,  if any, or interest on any Bond or other
modification of the terms of payment of the principal at maturity of or interest
or redemption  premium, if any, on any Bond or imposition of any conditions with
respect to such  payment or  adversely  affecting  the right of the owner of any
Bond, which is absolute and unconditional, to institute suit for the enforcement
of any such payment as provided herein;

         (f)      any action affecting the rights of the owners of less than all
of the Bonds then outstanding;

         (g)      any action to increase the percentage of the principal  amount
of Bonds the  action of the owners of which  shall be  required  to declare  all
outstanding  Bonds to be due pursuant to the  provisions of Section 1002 hereof;
or

         (h)      the creation of any lien or charge on any of  the Trust Estate
prior to or  superior  to the lien or  charge  created  on the  Trust  Estate as
security for the payment of the Bonds and any Additional  Bonds hereafter issued
pursuant to the provisions of this Indenture.

         If the  Issuer  shall  request  the  Trustee  to  enter  into  any such
supplemental  indenture for any of the purposes of this Section, upon receipt of
satisfactory  indemnity with respect to the expenses to be incurred, the Trustee
shall cause notice of the proposed  execution of such supplemental  indenture to
be given in writing by  registered  or  certified  mail  postage  prepaid to the
registered owners of all Bonds Outstanding.  Such notice shall briefly set forth
the nature of the proposed  supplemental  indenture  and shall state that copies
thereof are on file at the principal office of the Trustee for inspection by all
Bondholders.  If,  within  sixty (60) days,  or such  longer  period as shall be
prescribed by the Issuer,  following the mailing of such notice,  the holders of
not less than  two-thirds  (2/3) in  principal  amount of the Bonds  shall  have
consented to and approved the execution of such supplemental indenture as herein
provided,  no  holder of any Bond  shall  have the right to object to any of the
terms and provisions  contained  therein,  or the operation  thereof,  or in any
manner to question  the  propriety  of the  execution  thereof,  or to enjoin or
restrain the Issuer from  executing the same or from taking any action  pursuant
to the provisions thereof. Upon the execution of any such supplemental indenture
as in this Section permitted and provided,  this Indenture shall be modified and
amended in accordance therewith.

         Anything  herein  to  the  contrary  notwithstanding,   a  supplemental
indenture under this Article XI shall not become  effective unless and until the
Lessee shall have  consented to the execution and delivery of such  supplemental
indenture.  In this  regard,  the  Trustee  shall cause  notice of the  proposed
execution and delivery of any such supplemental  indenture  together with a copy
of the  proposed  supplemental  indenture to be delivered to the Lessee at least
fifteen  (15)  days  prior  to the  proposed  date  of  execution  of  any  such
supplemental indenture.

                                      -40-

<PAGE>

         Section 1103. EXECUTION OF SUPPLEMENTAL INDENTURES. As a  condition  to
executing any  supplemental  indenture  pursuant to this Article XI, the Trustee
shall be  entitled to receive,  and shall be fully  protected  in relying on, an
opinion of Counsel  stating that the  supplemental  indenture is authorized  and
permitted  by this  Indenture  and all  conditions  precedent  to the  execution
thereof have been  satisfied.  The Trustee  may, but shall not be obligated  to,
enter into any such  supplemental  indenture  that  affects  the  Trustee's  own
rights, duties, or immunities under this Indenture or otherwise.

                                      -41-

<PAGE>

                                   ARTICLE XII

                          AMENDMENT OF LEASE DOCUMENTS

         Section 1201. AMENDMENTS TO  LEASE  DOCUMENTS NOT  REQUIRING CONSENT OF
BONDHOLDERS. Any amendment, change or modification of the Lease Documents as may
be required (i) by the provisions of the Lease or this  Indenture,  (ii) for the
purpose  of curing  any  ambiguity  or formal  defect or  omission  in the Lease
Documents,  (iii) in  connection  with the  property  included in the Project as
described and defined in the Lease so as to more precisely  identify the same or
substitute  additional  property  acquired  with the  proceeds  of the  Bonds in
accordance  with the  provisions  of  Sections  4.2(b)  and 6.2 of the  Lease or
release  portions  of the Project  pursuant  to the terms of the Lease,  (iv) in
connection  with additional real estate which pursuant to the Lease is to become
part of the Land or (v) in connection with any other changes thereto which shall
be deemed necessary or desirable and which do not prejudice the interests of the
Bondholders,  may be  effected  without  the  consent  of,  or  notice  to,  the
Bondholders.

         Section 1202. AMENDMENTS  TO  LEASE  DOCUMENTS  REQUIRING  CONSENT   OF
BONDHOLDERS.  Except for the amendments, changes or modifications as provided in
Section  1201  hereof,  no  amendment,  change,  or  modification  of the  Lease
Documents  shall be effected  unless the Trustee has given notice thereof to the
Bondholders  and has received the written  approval or consent of the holders of
not less  than  two-thirds  (2/3) in  principal  amount of the Bonds at the time
Outstanding  in the manner set forth in Section 1102 hereof.  If at any time the
Issuer and the Lessee shall desire to effect any proposed  amendment,  change or
modification  of any of the Lease  Documents,  the Trustee shall cause notice of
such proposed amendment,  change or modification to be mailed in the same manner
as  provided  by Section  1102  hereof  with  respect to  proposed  supplemental
indentures.  Such notice  shall  briefly  set forth the nature of such  proposed
amendment,  change or modification and shall state that copies of the instrument
embodying  the same  are on file at the  principal  office  of the  Trustee  for
inspection by Bondholders.

                                      -42-

<PAGE>

                                  ARTICLE XIII

                                   THE TRUSTEE

         Section 1301. ACCEPTANCE OF THE TRUSTS. The Trustee  hereby accepts the
trusts  imposed  upon it by this  Indenture,  but only upon and  subject  to the
following express terms and conditions:

         (a)      The Trustee, prior to the occurrence  of an  Event of  Default
and  after  the  curing  of all  Events  of  Default  which  may have  occurred,
undertakes to perform such duties and only such duties as are  specifically  set
forth in this Indenture,  and no implied  covenants or obligations shall be read
into this Indenture against the Trustee. Following the occurrence of an Event of
Default  and prior to the curing of all Events of  Default,  the  Trustee  shall
exercise such of the rights and powers vested in it by this  Indenture,  and use
the same  degree of care and  skill in their  exercise,  as a prudent  man would
exercise or use under the circumstances in the conduct of his own affairs.

         (b)      The Trustee may execute any of the trusts or powers hereof and
perform  any of  its  duties  by or  through  attorneys,  agents,  receivers  or
employees but shall be answerable for the conduct of the same in accordance with
the  standard  specified  above,  and shall be  entitled  to  advice of  Counsel
concerning all matters of trust hereof and the duties hereunder,  and may in all
cases pay such reasonable compensation to all such attorneys,  agents, receivers
and  employees  as may  reasonably  be  employed in  connection  with the trusts
hereof.  The Trustee may act upon the opinion or advice of any attorney (who may
be the  attorney or  attorneys  for the Issuer or the  Lessee),  approved by the
Trustee in the exercise of reasonable care. The Trustee shall not be responsible
for any loss or damage  resulting from any action or non-action in good faith in
reliance upon such opinion or advice.

         (c)      The Trustee shall not be responsible for  any recital  herein,
or in the Bonds  (except  in respect to the  authentication  certificate  of the
Trustee endorsed on the Bonds), or for the recording or re-recording,  filing or
re-filing of this  Indenture,  or the Lease, or for insuring the Trust Estate or
any part of the Project or collecting any insurance  moneys, or for the validity
of the execution by the Issuer of this Indenture or of any supplements hereto or
instruments of further assurance, or for the sufficiency of the security for the
Bonds,  or for the value of or title in and to the  Trust  Estate or any part of
the Project or otherwise as to the maintenance of the security  hereof;  but the
Trustee may require of the Issuer or the Lessee full  information  and advice as
to the performance of the covenants,  agreements and conditions aforesaid and as
to the condition of the Trust Estate.

         (d)      Except to the extent herein specifically provided, the Trustee
shall not be accountable  for the use of any of the Bond  proceeds.  The Trustee
may  become the owner of Bonds  with the same  rights  which it would have if it
were not Trustee.

         (e)      The  Trustee  shall be  protected  in acting  upon any notice,
request, consent, certificate, order, affidavit, letter, telegram or other paper
or documents  believed to be genuine

                                      -43-

<PAGE>

and correct and to have been signed or sent by the proper Person or Persons. Any
action  taken by the  Trustee,  pursuant  to this  Indenture  upon the  request,
authority  or consent of any  Person who at the time of making  such  request or
giving such  authority or consent is the owner of any Bond,  shall be conclusive
and  binding  upon all future  owners of the same Bond and upon Bonds  issued in
exchange therefor or in place thereof.

         (f)      As to  the existence or  non-existence of  any  fact or as  to
the sufficiency or validity of any instrument,  paper or proceeding, the Trustee
shall be entitled to rely upon a  certificate  signed on behalf of the Issuer by
the  Chairman or Vice  Chairman of the Issuer and  attested by the  Secretary or
Assistant  Secretary of the Issuer as  sufficient  evidence of the facts therein
contained,  and prior to the  occurrence  of a Default of which the  Trustee has
been notified as provided in subsection (h) of this Section, or of which by said
subsection  it is deemed to have  notice,  shall  also be at liberty to accept a
similar  certificate to the effect that any particular  dealing,  transaction or
action is necessary or expedient,  but may at its discretion secure such further
evidence deemed necessary or advisable,  but shall in no case be bound to secure
the same.  The Trustee may accept a  certificate  of the  Secretary or Assistant
Secretary of the Issuer  under its seal to the effect that a  resolution  in the
form  therein set forth has been  adopted by the Issuer as  conclusive  evidence
that such resolution has been duly adopted, and is in full force and effect.

         (g)      Except   as   expressly   provided   otherwise   herein,   any
discretionary  rights  conferred  upon the  Trustee  shall not be  construed  as
imposing  upon the Trustee an  affirmative  duty or obligation to act or abstain
from acting,  and the Trustee  shall not be  answerable  for such other than its
gross negligence or willful default.

         (h)      The Trustee shall not be required to take notice or be  deemed
to have notice of any default or Event of Default  hereunder  or under the Lease
except  failure  by the  Issuer to cause to be made any of the  payments  to the
Trustee  required  to be made by Section 501 hereof and failure by the Lessee to
make the rental and other  payments  required to be made under  Article V of the
Lease and except with  respect to any default  under  Section  10.1 of the Lease
written  notice as to which has been given to the  Trustee,  unless the  Trustee
shall be specifically notified in writing of such Event of Default by the Issuer
or by the owners of at least  twenty-five  percent (25%) in principal  amount of
the Bonds.  All notices or other  instruments  required by this  Indenture to be
delivered to the Trustee  must,  in order to be  effective,  be delivered at the
principal  corporate  trust  office of the  Trustee,  and in the absence of such
notice so  delivered  the Trustee may  conclusively  assume there is no Event of
Default except as aforesaid.

         (i)      The Trustee shall not  be  personally  liable  for  any  debts
contracted  or  for  damages  to  persons  or  property,   or  for  salaries  or
non-fulfillment  of  contracts  during  any  period  in  which  it may be in the
possession of or managing the Project as in this Indenture provided.

         (j)      At  reasonable  times  the  Trustee,  and  its duly authorized
agents, attorneys,  experts, engineers,  accountants and representatives who are
acceptable to the Lessee,  and  accompanied by an official of the Lessee,  shall
have the right, but no duty, to inspect the Project as well as all books, papers
and records of the Issuer  pertaining to the Project and the Bonds,  and to take

                                      -44-
<PAGE>

copies of such  memoranda  from and in regard  thereto only as required from the
books, papers and records of the Issuer.

         (k)      The Trustee shall not be required to give any  bond or  surety
in respect of the  execution  of the said  trusts  and  powers or  otherwise  in
respect of the premises.

         (l)      Notwithstanding   anything   elsewhere   in   this   Indenture
contained,  the  Trustee  shall have the right,  but shall not be  required,  to
demand,  in respect of the  authentication  of any Bonds,  the withdrawal of any
cash, the release of any property,  or any action  whatsoever within the purview
of this Indenture,  any showings,  certificates,  opinions,  appraisals or other
information, or corporate action or evidence thereof, in addition to that by the
terms hereof  required as a condition of such action by the Trustee  relevant to
the  authentication  of any Bonds,  the withdrawal of any cash, or the taking of
any other action by the Trustee.

         (m)      Before taking any remedial action hereunder following an Event
of Default,  the Trustee may request an opinion of Counsel or may require that a
satisfactory  indemnity bond be furnished for the  reimbursement of all expenses
to which it may be put and to protect it against all liability, except liability
which is adjudicated to have resulted from the negligence or willful  default of
the Trustee by reason of any action so taken.  None of the provisions  contained
in this  Indenture  shall require the Trustee to expend or risk its own funds or
otherwise to incur  financial  liability in the performance of any of its duties
or the exercise of any of its rights or powers hereunder.

         (n)      All moneys  received  by the Trustee  or any Trustee  for  the
Bonds shall,  until used or applied or invested as herein  provided,  be held in
trust for the purpose for which they were  received  but need not be  segregated
from other funds  except to the extent  required  herein or by law.  Neither the
Trustee nor any such Trustee  shall be under any  liability  for interest on any
moneys  received  hereunder  except  such as may be agreed upon under a separate
written agreement.

         (o)      As to the existence or non-existence of any fact or  as to the
sufficiency  or validity of any  instrument,  paper or  proceeding,  the Trustee
shall be entitled to rely upon a  certificate  signed on behalf of the Lessee by
an Authorized Lessee  Representative as sufficient evidence of the facts therein
contained,  and  prior to the  occurrence  of an Event of  Default  of which the
Trustee has been notified as provided in subsection  (h) of this Section,  or of
which by said  subsection it is deemed to have notice,  shall also be at liberty
to accept a similar  certificate  to the  effect  that any  particular  dealing,
transaction  or action is  necessary  or  expedient,  but may at its  discretion
secure such further evidence deemed necessary or advisable, but shall in no case
be bound to  secure  the same.  The  Trustee  may  accept a  certificate  of the
Secretary of the Lessee  under its seal to the effect that a  resolution  in the
form  therein set forth has been  adopted by the Lessee as  conclusive  evidence
that such resolution has been duly adopted, and is in full force and effect.

         (p)      The Trustee shall be  under no obligation to  exercise any  of
the rights or powers vested in it by this Indenture  other than the  application
of moneys  received for deposit into the

                                      -45-

<PAGE>

Funds and Accounts  hereunder  and the payment of debt service on the Bonds from
moneys in the Bond Fund,  whether  at the  request  or  direction  of any of the
Bondholders pursuant to this Indenture or otherwise, unless the Bondowners shall
have offered to the Trustee  reasonable  security or indemnity  acceptable to it
against the fees,  advances,  costs,  expenses  and  liabilities  (except as may
result from the Trustee's  own gross  negligence  or willful  misconduct)  which
might be incurred  by it in  connection  with such rights or powers,  including,
without  limitation,  in connection  with  environmental  contamination  and the
cleanup thereof.

         (q)      The Trustee may elect not  to  proceed  in accordance with the
directions of the Bondholders (except any direction provided pursuant to Section
1002 and 1003 hereof) without  incurring any liability to the Bondholders if the
Trustee reasonable determines that such direction would materially and adversely
subject  the  Trustee  in its  individual  capacity  to  environmental  or other
liability  for which the Trustee  has not  received  indemnity  pursuant to this
Section  from the  Bondholders,  and the  Trustee  may rely upon an  opinion  of
Counsel  addressed  to the Issuer and the  Trustee in  determining  whether  any
action directed by Bondholders may result in such liability.

         (r)      The  Trustee  may  inform  the  Bondholders  of  environmental
hazards  that the Trustee has reason to believe  exist,  and the Trustee has the
right to take no further  action  and,  in such event no  fiduciary  duty exists
which  imposes any  obligation  for further  action,  with  respect to the Trust
Estate or any  portion  thereof  if the  Trustee,  in its  individual  capacity,
determines  that any such action  would  materially  and  adversely  subject the
Trustee  to  environmental  or other  liability  to which  the  Trustee  has not
received indemnity pursuant to this Section.

         Section 1302. NOTICE TO  OWNERS OF BONDS IF EVENT OF DEFAULT OCCURS. If
an Event of Default  occurs of which the Trustee is by subsection (h) of Section
1301 hereof  required to take notice then the Trustee shall give written  notice
thereof by certified or registered mail to the registered  owners of Bonds, and,
as to Events of Default  described in Section 1001(c) hereof,  to the Issuer and
the registered owners of Bonds by certified or registered mail.

         Section 1303. INTERVENTION BY TRUSTEE. In  any  judicial  proceeding to
which  the  Issuer is a party  which,  in the  opinion  of the  Trustee  and its
Counsel,  has a substantial  bearing on the interest of the owners of the Bonds,
the  Trustee  shall  give the  Bondholders  written  notice  thereof  and  shall
intervene on behalf of the owners of the Bonds if so requested in writing by the
owners of at least a majority in principal amount of the Bonds then Outstanding.
The rights and  obligations of the Trustee under this Section are subject to the
approval of a court of competent jurisdiction.

         Section 1304. SUCCESSOR TRUSTEE. Any  corporation  or association  into
which  the  Trustee  may  be  converted  or  merged,  or  with  which  it may be
consolidated,  or to which it may sell or transfer its corporate  trust business
or  assets  as a whole  or  substantially  as a  whole,  or any  corporation  or
association resulting from any such conversion,  merger, consolidation,  sale or
transfer  to which it is a party,  IPSO  FACTO,  shall be and  become  successor
Trustee  hereunder  and vested with all of the title to the Trust Estate and all
the trusts, powers, discretions, immunities, privileges and all other matters as
was its  predecessor,  without the execution or filing of any

                                      -46-
<PAGE>

instrument  or any further  act,  deed or  conveyance  on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

         Section 1305. RESIGNATION BY THE TRUSTEE. The Trustee and any successor
Trustee may at any time resign from the trusts  hereby  created by giving  sixty
(60) days'  written  notice to the Issuer and the Lessee and by first class mail
to each registered owner of Bonds, and such resignation shall take effect on the
later  to  occur  of (i) the end of such  sixty  (60)  day  period,  or (ii) the
appointment of a successor  Trustee by the owners of the Bonds or by the Issuer.
Such  notice to the Issuer may be served  personally  or sent by  registered  or
certified mail.

         Section 1306. REMOVAL OF THE TRUSTEE. The Trustee may be removed at any
time, by an instrument or  concurrent  instruments  in writing  delivered to the
Trustee and to the Issuer,  and signed by either (i) the owners of a majority in
principal amount of the Bonds then Outstanding or (ii) the Lessee, so long as no
event of default exists under Section 10.1 of the Lease.

         Section 1307. APPOINTMENT  OF SUCCESSOR  TRUSTEE; TEMPORARY TRUSTEE. If
the Trustee  hereunder shall resign, be removed,  be dissolved,  be in course of
dissolution  or  liquidation,  or shall  otherwise  become  incapable  of acting
hereunder or in case it shall be taken under the control of any public  officer,
officers or a receiver appointed by a court, a successor may be appointed by (i)
the Lessee,  unless an event of default  exists under Section 10.1 of the Lease,
or (ii) the  owners  of a  majority  in  principal  amount of the  Bonds,  by an
instrument or  concurrent  instruments  in writing  signed by the Lessee or such
owners,  or by their  attorneys  in fact,  as the case may be, duly  authorized;
provided, nevertheless, that in case of such vacancy the Issuer by an instrument
signed by the  Chairman  or Vice  Chairman  of the  Issuer and  attested  by the
Secretary  or Assistant  Secretary  of the Issuer under its seal,  may appoint a
temporary  Trustee  to fill such  vacancy  until a  successor  Trustee  shall be
appointed by the Lessee or the owners of the Bonds in the manner above provided;
and any such  temporary  Trustee shall  immediately  and without  further act be
superseded by the Trustee so appointed by the Lessee or the owners of the Bonds.
Every such Trustee appointed pursuant to the provisions of this Section shall be
a trust  company  or bank  (having  trust  powers) in good  standing,  within or
outside the State of Georgia,  having  individually or together with its banking
Affiliates  an  unimpaired  capital and  surplus of not less than fifty  million
dollars  ($50,000,000),  if there be such an institution willing,  qualified and
able to accept the trust upon reasonable or customary terms.

         Section 1308. CONCERNING ANY SUCCESSOR TRUSTEE. Every successor Trustee
appointed  hereunder  shall execute,  acknowledge and deliver to its predecessor
and also to the Issuer an  instrument  in  writing  accepting  such  appointment
hereunder,  and  thereupon  such  successor,  without any further  act,  deed or
conveyance, shall become fully vested with all the estates, properties,  rights,
powers, trusts, duties and obligations of its predecessor;  but such predecessor
shall, nevertheless,  on the written request of the Issuer, or of its successor,
execute and deliver an instrument transferring to such successor Trustee all the
estates,  properties,  rights, powers and trusts of such predecessor  hereunder;
and every predecessor Trustee shall deliver all securities and moneys held by it
as Trustee hereunder to its successor. Should any instrument in writing from the
Issuer be required by any successor Trustee in order to more fully and certainly
vest in such successor the estates, properties, rights, powers and trusts hereby
vested or intended to be

                                      -47-

<PAGE>

vested in the  predecessor  any and all such  instruments in writing  shall,  on
request, be executed,  acknowledged and delivered by the Issuer. The resignation
of any  Trustee  and the  instrument  or  instruments  removing  any Trustee and
appointing a successor  hereunder,  together with all other instruments provided
for in this Article,  shall be filed and/or recorded by the successor Trustee in
each recording office where the Indenture and Lease shall have been filed and/or
recorded.

         Section 1309. RIGHT OF TRUSTEE TO PAY TAXES AND  OTHER CHARGES. If  any
tax,  assessment  or  governmental  or other  charge  upon any part of the Trust
Estate or the Project is not paid as required  herein,  the Trustee may pay such
tax,  assessment or charge,  without  prejudice,  however,  to any rights of the
Trustee or the owners of the Bonds  hereunder  arising  in  consequence  of such
failure;  and any amount at any time so paid under this  Section,  with interest
thereon from the date of payment at the rate per annum borne by the Bonds, shall
become so much additional  indebtedness secured by this Indenture,  and the same
shall be given a preference in payment over the principal of and interest on the
Bonds and shall be paid out of the revenues and receipts  from the Trust Estate,
if not  otherwise  caused  to be  paid;  but  the  Trustee  shall  not be  under
obligation  to and shall  not make any such  payment  unless it shall  have been
requested to do so by the owners of a majority in principal  amount of the Bonds
and shall have been  provided with  sufficient  moneys for the purpose of making
such payment.

         Section 1310. TRUSTEE PROTECTED IN  RELYING UPON  RESOLUTIONS, ETC. The
resolutions,  opinions,  certificates and other instruments provided for in this
Indenture may be accepted by the Trustee as conclusive evidence of the facts and
conclusions  stated therein and shall be full warrant,  protection and authority
to the  Trustee  for the  release  of  property  and the  withdrawal  of  moneys
hereunder.

         Section 1311. SUCCESSOR TRUSTEE  AS  PAYING AGENT, AUTHENTICATING AGENT
AND BOND  REGISTRAR.  In the event of a change in the  office  of  Trustee,  the
predecessor Trustee which has resigned or has been removed shall cease to be the
owner of the Project Fund and Bond Fund and shall cease serving as Paying Agent,
Authenticating  Agent and Bond Registrar,  to the extent the Trustee was at such
time serving in one or more of such capacities,  and the successor Trustee shall
become automatically such owner and such Paying Agent, Authenticating Agent, and
Bond  Registrar,  to the extent the Trustee  was at such time  serving in one or
more of such capacities.

         Section 1312. TRUST ESTATE MAY  BE  VESTED  IN  CO-TRUSTEE. It  is  the
purpose of this  Indenture  that there shall be no  violation  of any law of any
jurisdiction  (including  particularly the laws of the State of Georgia) denying
or restricting  the right of banking  corporations  or  associations to transact
business as a trustee in such  jurisdiction.  It is  recognized  that in case of
litigation under this Indenture,  and in particular in case of the occurrence of
a Default, it may be necessary that the Trustee appoint an additional individual
or institution as a separate Trustee or Co-Trustee.  The following provisions of
this Section 1312 are adapted to these ends.

         In the event of the incapacity or lack of authority of the  Trustee, by
reason of any present or future law of any jurisdiction,  to exercise any of the
rights,  powers and trusts herein granted to the Trustee or to hold title to the
Trust  Estate or take any other  action  which may be  necessary or desirable in
connection  therewith,  the Issuer  with the consent of the Lessee may appoint a

                                      -48-
<PAGE>

separate Trustee or Co-Trustee and each and every remedy,  power,  right, claim,
demand, cause of action, immunity, estate, title, interest and lien expressed or
intended by this  Indenture  to be  exercised by or vested in or conveyed to the
Trustee with respect  thereto shall be  exercisable by and vest in such separate
Trustee or  Co-Trustee  but only to the extent  necessary to enable the separate
Trustee or  Co-Trustee  to exercise  such rights,  powers and trusts,  and every
covenant  and  obligation  necessary to the  exercise  thereof by such  separate
Trustee or Co-Trustee shall run to and be enforceable by either of them.

         Should any deed, conveyance or instrument in writing from the Issuer be
required by the separate  Trustee or  Co-Trustee  so appointed by the Trustee in
order  to  more  fully  and  certainly  vest  in and  confirm  to him or it such
properties,  rights,  powers,  trusts, duties and obligations,  any and all such
deeds, conveyances and instruments shall, on request, be executed,  acknowledged
and  delivered by the Issuer.  In case any separate  Trustee or  Co-Trustee or a
successor  to  either,  shall die,  become  incapable  of  acting,  resign or be
removed,  all the  estates,  properties,  rights,  powers,  trusts,  duties  and
obligations of such separate Trustee or Co-Trustee,  so far as permitted by law,
shall vest in and be exercised  by the Trustee  until the  appointment  of a new
Trustee or successor to such separate Trustee or Co-Trustee.

         Section 1313. CONTINUATION   STATEMENTS.   The   Trustee   shall   file
continuation  statements  for  the  purpose  of  continuing  without  lapse  the
effectiveness  of (i) those Financing  Statements which shall have been filed at
or prior to the  issuance of the Bonds in  connection  with the security for the
Bonds pursuant to the authority of the applicable  Uniform  Commercial Code, and
(ii) any previously filed continuation statements which shall have been filed as
herein required.  The Issuer agrees to sign such continuation  statements as may
be requested of it from time to time by the Lessee or the Trustee.

                                      -49-
<PAGE>

                                   ARTICLE XIV

                          IMMUNITY OF MEMBERS, OFFICERS
                     AND EMPLOYEES OF THE ISSUER AND TRUSTEE

         No  recourse  shall  be  had  for  the  payment  of  the  principal of,
redemption  premium,  if any or  interest  on the Bonds,  or for any claim based
thereon or  otherwise  in respect  thereof  or of the  indebtedness  represented
thereby,  or upon any  obligation  covenant,  or  agreement  of this  Indenture,
against  any  member,  officer,  employee or agent,  as such,  past,  present or
future,  of the Issuer or the Trustee or of any  successor,  either  directly or
through  the Issuer or the  Trustee or any  successor,  whether by virtue of any
constitutional  provision,  statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise,  it being  expressly  agreed and  understood
that this  Indenture and the Bonds are solely  limited  obligations  and that no
personal  liability  whatsoever  shall attach to, or be incurred by, any member,
officer,  employee or agent, as such, past,  present or future, of the Issuer or
the  Trustee or any  successor,  either  directly  or through  the Issuer or the
Trustee or any successor,  because of the incurring of any  indebtedness  hereby
authorized or under or by reason of any of the obligations,  covenants, promises
or  agreements  contained  in this  Indenture  or in the Bonds or to be  implied
herefrom or therefrom, and that all liability, if any, of that character against
every such member, officer,  employee and agent, by the acceptance of any of the
Bonds and as a condition of, and as part of the consideration  for, the adoption
of this Indenture and the issuance of the Bonds,  expressly waived and released.
This immunity  shall not apply to gross  negligence,  intentional  misconduct or
acts or omissions taken or suffered in bad faith.

                                      -50-


<PAGE>

                                   ARTICLE XV

                                  MISCELLANEOUS

         Section 1501.  CONSENTS OF BONDHOLDERS.

         (a)      Any  request,  demand,   authorization,   direction,   notice,
consent, waiver, or other action provided by this Indenture to be given or taken
by  Bondholders  may be embodied in and evidenced by one or more  instruments of
substantially  similar  tenor signed by such  Bondholders  in person or by their
agents duly  appointed in writing;  and,  except as herein  otherwise  expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Issuer, and, where it is expressly required,  to the Issuer
and the  Lessee.  Proof of  execution  of any such  instrument  or of a  writing
appointing  any such agent shall be sufficient for any purpose of this Indenture
and conclusive if made in the manner provided in this Section.

         (b)      The fact and  date of the  execution by any Person of any such
instrument  or  writing  may be proved  by the  affidavit  of a witness  of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds,  certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by an officer of a  corporation  or a member of a  partnership,  on
behalf of such  corporation or partnership,  such certificate or affidavit shall
also constitute proof of his authority.

         (c)      The fact and date of  execution  of  any  such  instrument  or
writing  may  also  be  proved  in any  other  manner  which  the  Issuer  deems
sufficient,  and the  Issuer  or the  Trustee,  as the case  may be,  may in any
instance require further proof with respect to any of the matters referred to in
this Section.

         (d)      The  ownership of  Bonds shall be  proved by the  registration
books  kept by the  Bond  Registrar.

         (e)      Any   request,  demand,   authorization,  direction,   notice,
consent,  waiver,  or other  action by any  Bondholder  shall bind every  future
holder of the same Bond in respect of  anything  done or  suffered to be done by
any Trustee or the Issuer in reliance  thereon,  whether or not notation of such
action is made upon such Bond.

         Section 1502. LIMITATION OF RIGHTS. With the exception of rights herein
expressly  conferred,  nothing  expressed  or mentioned in or to be implied from
this  Indenture  or the Bonds is intended or shall be  construed  to give to any
Person other than the Issuer,  the Trustee,  the Lessee,  and the holders of the
Bonds, any legal or equitable right, remedy or claim under or in respect of this
Indenture  or  any  covenants,  agreements,  conditions  and  provisions  herein
contained; this Indenture and all of the covenants,  agreements,  conditions and
provisions  hereof being intended to be and being for the sole exclusive benefit
of the Issuer,  the Trustee,  the Lessee, and the holders of the Bonds as herein
provided.

                                      -51-

<PAGE>

         Section 1503. SEVERABILITY. If any provision of this Indenture shall be
held or deemed to be or shall,  in fact,  be  inoperative  or  unenforceable  as
applied in any particular case in any jurisdictions or in all jurisdictions,  or
in all cases because it conflicts with any other provision or provisions  hereof
or any  Constitution  or  statute  or rule of  public  policy,  or for any other
reason,  such circumstances shall not have the effect of rendering the provision
in question  inoperative or unenforceable in any other case or circumstance,  or
of  rendering  any other  provision  or  provisions  herein  contained  invalid,
inoperative or unenforceable to any extent whatever.

         Section 1504. NOTICES. It  shall be  sufficient service of  any notice,
request,  complaint,  demand or other  paper if the same shall be duly mailed by
registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,
addressed as follows:


         (a)      If to the Issuer -

                  Development Authority of Fulton County
                  141 Pryor Street, S.W.
                  Suite 5001
                  Atlanta, Georgia  30303


                  with a copy to:

                  Nelson, Mullins, Riley & Scarborough
                  999 Peachtree Street, N.E.
                  Suite 1400
                  Atlanta, Georgia  30309
                  Attn:  Lewis C. Horne, Jr., Esq.
                  Facsimile Number: (404) 817-6050


         (b)      If to the Lessee -

                  ADESA Atlanta, LLC
                  310 E. 96th Street
                  Suite 400
                  Indianapolis, Indiana  46240
                  Facsimile Number: (317) 815-3656
                  Attn:  General Counsel


                                      -52-

<PAGE>


                  with a copy to:

                  Alston & Bird LLP
                  1201 West Peachtree Street
                  Atlanta, Georgia  30309
                  Attn:  Glenn R. Thomson, Esq.
                  Facsimile Number: (404) 253-8145

         (c)      If to the Trustee -

                  SunTrust Bank
                  25 Park Place, 24th Floor
                  Atlanta, Georgia  30303-2900
                  Facsimile Number:  (404) 588-7335

A  duplicate  copy of each  notice,  certificate  or other  communication  given
hereunder  by any of the  Issuer,  the  Lessee or the  Trustee to any one of the
others shall also be given to all of the others.  The Issuer, the Lessee and the
Trustee  may, by notice  given  hereunder,  designate  any further or  different
addresses to which  subsequent  notices,  certificates  or other  communications
shall be sent.

         Section 1505. PAYMENTS DUE ON  SATURDAYS, SUNDAYS AND HOLIDAYS. In  any
case where the date of maturity of  principal of or interest on the Bonds or the
date  fixed for  redemption  of any Bonds  shall be, in the city of  payment,  a
Saturday,  Sunday or a legal holiday or a day on which banking  institutions are
authorized  by law to close,  then payment of principal or interest  need not be
made on such date in such city but may be made on the next  succeeding  business
day not a Saturday, Sunday, legal holiday or day upon which banking institutions
are  authorized by law to close with the same force and effect as if made on the
date of maturity or the date fixed for redemption,  and no interest shall accrue
for the period after such date.

         Section 1506. LAWS GOVERNING RESOLUTION. The effect and meaning of this
Indenture  and the rights of all parties  hereunder  shall be  governed  by, and
construed according to, the laws of the State of Georgia.

         Section 1507. COUNTERPARTS. Any   person  entitled  to  rely  on   this
Indenture may  conclusively  rely on a counterpart  hereof duly certified by the
Secretary  of the  Issuer  for any  purpose  and  any  such  counterpart  may be
introduced in evidence in any court  proceedings or in any other proceedings for
the enforcement hereof to the same extent as if such counterpart constituted the
original  record of  proceedings  of the  Issuer  where this  Indenture  and the
adoption hereof is recorded.

         Section 1508. DESIGNATION OF PAYING  AGENT,  AUTHENTICATING  AGENT  AND
BOND  REGISTRAR.  The Trustee is hereby  designated as the initial Paying Agent,
Authenticating  Agent and Bond  Registrar.  The Issuer shall at the direction of
the Lessee,  and may from time to time and with the prior consent of the Lessee,
designate a successor or  successors  to the Paying Agent,  Bond

                                      -53-

<PAGE>

Registrar, or Authenticating Agent, whereupon any such successor shall undertake
its responsibility in such capacity,  but only in compliance with the provisions
of this  Indenture.  Each such party may be removed at any time by the Lessee by
an instrument in writing delivered to the Issuer and such party, such removal to
take effect upon the  appointment  of a successor  thereto and the acceptance by
such successor of its duties and obligations hereunder.


                  [Remainder of page intentionally left blank]

                                      -54-
<PAGE>



         IN WITNESS  WHEREOF,  the  parties  hereto  have  executed,  sealed and
delivered   this   Indenture    through   their   respective   duly   authorized
representatives as of the date first above written.

                                            DEVELOPMENT AUTHORITY OF
                                              FULTON COUNTY



                                            By: /s/Robert J. Shaw
                                               --------------------------
                                                Chairman



                                            ATTEST:


                                                /s/Lewis C. Horne, Jr.
                                               --------------------------
                                                Asst. Secretary

                                                        (SEAL)












                       [Signature Page - Trust Indenture]



                                      -55-
<PAGE>


                                            SUNTRUST BANK



                                            By:  /s/Jack Ellerin
                                               ---------------------------------
                                               Name:  Jack Ellerin
                                               Title:  Assistant Vice President










                       [Signature Page - Trust Indenture]

                                      -56-



</TEXT>
</DOCUMENT>
