Exhibit 1.1   ADESA, INC.   6,250,000 Shares   Common Stock
($.01 Par Value)   UNDERWRITING AGREEMENT   June 16, 2004  
   UNDERWRITING AGREEMENT  June 16, 2004  UBS Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
as Representatives of the several Underwriters
c/o UBS Securities LLC
299 Park Avenue
New York, New York 10171  Ladies and Gentlemen:  ADESA, Inc., a
Delaware corporation (the Company), an indirect wholly-owned
subsidiary of ALLETE, Inc., a Minnesota corporation (ALLETE), proposes
to issue and sell to the underwriters named in Schedule A annexed
hereto (the Underwriters), for whom you are acting as representatives
(the Representatives), an aggregate of 6,250,000 shares (the Firm
Shares) of common stock, $0.01 par value (the Common Stock) of
the Company, in the respective amounts set forth under the caption Firm
Shares in Schedule A.  In
addition, solely for the purpose of covering over-allotments, the Company
proposes to grant to the Underwriters the option to purchase from the Company
up to an additional 937,000 shares of Common Stock (the Additional Shares)
in the respective amounts set forth under the caption Additional Shares in Schedule
A.  The Firm Shares and the
Additional Shares are hereinafter collectively sometimes referred to as the Shares.  The Shares are described in the Prospectus,
which is referred to below.  Subsequent to
the Companys offering of the Shares, ALLETE intends to distribute its
remaining equity in the Company to its stockholders as described in the
Prospectus (as defined herein) (the Spin-off).  In connection with the Spin-off, the Company
will enter the agreements listed in Schedule B hereto with ALLETE prior
to the completion of this offering relating to the separation of its business
operations from ALLETE.  These
agreements and the other agreements and instruments entered into in connection
with the Spin-off and the offering of the Shares are collectively referred to
herein as the Transaction Documents.  The Company
has filed, in accordance with the provisions of the Securities Act of 1933, as
amended, and the rules and regulations thereunder (collectively, the Act),
with the Securities and Exchange Commission (the Commission) a
registration statement on Form S-1 (File No. 333-113499) including a
prospectus, relating to the Shares.  The
Company has furnished to you, for use by the Underwriters and by dealers,
copies of one or more preliminary prospectuses 
(each being herein called a Preliminary Prospectus) relating to
the Shares.  Except where the context
otherwise requires, the registration statement, as amended when it becomes effective,
including all documents filed as a part thereof, and including any information
contained in a prospectus subsequently filed with the Commission pursuant to
Rule 424(b) under the Act and deemed to be part of the registration
statement at the time of effectiveness pursuant to Rule 430(A) under the
Act and also including any registration statement filed pursuant to Rule 462(b)
under the Act, is herein called the Registration Statement, and the prospectus
in the form filed by the Company with the Commission pursuant to
Rule 424(b) under the Act on or before the second business day after the
date hereof (or such earlier time as may be required under the Act) or, if no
such filing is required, the form of final prospectus included in the
Registration Statement at the time it became effective, is herein called the Prospectus.  As used herein, business day shall mean a
day on which the New York Stock Exchange is open for trading.  
   The Company
and the Underwriters agree as follows:  1.             Sale and Purchase.  Upon the basis of the representations and
warranties and subject to the terms and conditions herein set forth, the
Company agrees to issue and sell to the respective Underwriters and each of the
Underwriters, severally and not jointly, agrees to purchase from the Company
the respective number of Firm Shares (subject to such adjustment as you may
determine to avoid fractional shares) which bears the same proportion to the
number of Firm Shares to be sold by the Company as the number of Firm Shares
set forth opposite the name of such Underwriter in Schedule A
attached hereto, subject to adjustment in accordance with Section 8
hereof, in each case at a purchase price of $22.32 per Share.  The Company is advised by you that the
Underwriters intend (i) to make a public offering of their respective portions
of the Firm Shares as soon after the effective date of the Registration Statement
as in your judgment is advisable and (ii) initially to offer the Firm Shares
upon the terms set forth in the Prospectus. 
You may from time to time increase or decrease the public offering price
after the initial public offering to such extent as you may determine.  In addition,
the Company hereby grants to the several Underwriters the option to purchase,
and upon the basis of the representations and warranties and subject to the
terms and conditions herein set forth, the Underwriters shall have the right to
purchase, severally and not jointly, from the Company, ratably in accordance
with the number of Firm Shares to be purchased by each of them, all or a
portion of the Additional Shares as may be necessary to cover over-allotments
made in connection with the offering of the Firm Shares, at the same purchase
price per share to be paid by the Underwriters to the Company for the Firm
Shares.  This option may be exercised by
the Representatives on behalf of the several Underwriters at any time and from
time to time on or before the thirtieth day following the date hereof, by
written notice to the Company.  Such
notice shall set forth the aggregate number of Additional Shares as to which
the option is being exercised, and the date and time when the Additional Shares
are to be delivered (such date and time being herein referred to as the additional
time of purchase); provided, however, that the additional
time of purchase shall not be earlier than the time of purchase (as defined
below) nor earlier than the second business day after the date on which the
option shall have been exercised nor later than the tenth business day after
the date on which the option shall have been exercised.  The number of Additional Shares to be sold
to each Underwriter shall be the number which bears the same proportion to the
aggregate number of Additional Shares being purchased as the number of Firm
Shares set forth opposite the name of such Underwriter on Schedule A
hereto bears to the total number of Firm Shares (subject, in each case, to such
adjustment as you may determine to eliminate fractional shares), subject to adjustment
in accordance with Section 8 hereof.  2.             Payment and Delivery.  Payment of the purchase price for the Firm
Shares shall be made to the Company by Federal Funds wire transfer, against
delivery of the Firm Shares to you through the facilities of The Depository
Trust Company (DTC) for the respective accounts of the
Underwriters.  Such payment and delivery
shall be made at 10:00 A.M., New York City time, on June 21, 2004 (unless
another time shall be agreed to by you and the Company or unless postponed in
accordance with the provisions of Section 8 hereof).  The time at which such payment and delivery
are to be made is hereinafter sometimes called the time of purchase.  Electronic transfer of the Firm Shares shall
be made to you at the time of purchase in such names and in such denominations
as you shall specify.  Payment of the
purchase price for the Additional Shares shall be made at the additional time
of purchase in the same manner and at the same office as the payment for the
Firm Shares.  Electronic transfer of the
Additional Shares shall be made to you at the additional time of purchase in
such names and in such denominations as you shall specify.  2 
   Deliveries of
the documents described in Section 6 hereof with respect to the purchase of the
Shares shall be made at the offices of Cahill Gordon & Reindel LLP, 80 Pine
Street, New York, New York 10005, at 9:00 A.M., New York City time, on the
date of the closing of the purchase of the Firm Shares or the Additional
Shares, as the case may be.  3.             Representations and Warranties
of the Company.  The Company
represents and warrants to and agrees with each of the Underwriters that:  (a)           The Registration
Statement has been declared effective under the Act; no stop order of the
Commission preventing or suspending the use of any Preliminary Prospectus or
the effectiveness of the Registration Statement has been issued and no proceedings
for such purpose have been instituted or, to the Companys knowledge, are
contemplated by the Commission; each Preliminary Prospectus, at the time of
filing thereof, complied in all material respects with the requirements of the
Act and the last Preliminary Prospectus distributed in connection with the offering
of the Shares did not, as of its date, and does not contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; the Registration
Statement complied when it became effective, complies and will comply, at the
time of purchase and any additional time of purchase, in all material respects
with the requirements of the Act and the Prospectus will comply, as of its date
and at the time of purchase and any additional time of purchase, in all
material respects with the requirements of the Act and any statutes,
regulations, contracts or other documents that are required to be described in
the Registration Statement or the Prospectus or to be filed as exhibits to the
Registration Statement have been and will be so described or filed; the
conditions to the use of Form S-1 have been satisfied; the Registration
Statement did not when it became effective, does not and will not, at the time
of purchase and any additional time of purchase, contain an untrue statement of
a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and the Prospectus will
not, as of its date and at the time of purchase and any additional time of
purchase, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading; provided, however, that the Company makes no warranty
or representation with respect to any statement contained in any Preliminary
Prospectus, the Registration Statement or the Prospectus in reliance upon and
in conformity with information concerning an Underwriter and furnished in
writing by or on behalf of such Underwriter through you to the Company
expressly for use in any such Preliminary Prospectus, the Registration
Statement or the Prospectus; and the Company has not distributed and will not
distribute any offering material in connection with the offering or sale of the
Shares other than the Registration Statement, each Preliminary Prospectus and
the Prospectus;  (b)           as of the date of
this Agreement, the Company has an authorized and outstanding capitalization as
set forth under the heading Actual in the section of the Registration
Statement and the Prospectus entitled Capitalization and, as of the time of
purchase and the additional time of purchase, as the case may be, the Company
shall have an authorized and outstanding capitalization as set forth under the
heading As Adjusted in the section of the Registration Statement and the Prospectus
entitled Capitalization; all of the issued and outstanding shares of capital
stock, including the Common Stock, of the Company have been duly authorized and
validly issued and are fully paid and non-assessable, have been issued in compliance
with all federal and state securities laws and were not issued in violation of
any preemptive right, resale right, right of first refusal or similar right;  3    (c)           the Company has been
duly incorporated and is validly existing as a corporation in good standing
under the laws of the State of Delaware, with full corporate power and
authority to own, lease and operate its properties and conduct its business as
described in the Registration Statement and the Prospectus, to execute and
deliver this Agreement and to issue, sell and deliver the Shares as
contemplated herein;  (d)           the Company is duly
qualified to do business as a foreign corporation and is in good standing in
each jurisdiction where the ownership or leasing of its properties or the
conduct of its business requires such qualification, except where the failure
to be so qualified and in good standing would not, individually or in the
aggregate, have a material adverse effect on the business, properties,
financial condition results of operation or prospects of the Company and the
Subsidiaries (as hereinafter defined) taken as a whole (a Material Adverse
Effect);  (e)           the Company has no
subsidiaries (as defined in the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder (collectively, the Exchange Act))
other than those listed in Schedule C hereto (collectively, the Subsidiaries);
the Company owns either directly or indirectly the percentage of the outstanding
equity interests of each of the Subsidiaries; other than the equity interests
of the Subsidiaries, the Company does not own, directly or indirectly, any
shares of stock or any other equity or long-term debt securities of any corporation
or have any equity interest in any firm, partnership, joint venture,
association or other entity; complete and correct copies of the certificates of
incorporation, partnership agreements or similar organizational documents, as
the case may be, and the by-laws of the Company, if applicable, and the Subsidiaries
and all amendments thereto have been made available to you or your counsel, and
except as set forth in the exhibits to the Registration Statement no changes
therein will be made subsequent to the date hereof and prior to the time of
purchase or, if later, the additional time of purchase; each Subsidiary has
been duly organized and is validly existing as a corporation, partnership or
limited liability company, as the case may be, in good standing under the laws
of the jurisdiction of its organization, with full power and authority to own,
lease and operate its properties and to conduct its business as described in
the Registration Statement and the Prospectus; each Subsidiary is duly
qualified to do business as a foreign corporation, partnership or limited liability
company, as the case may be, and is in good standing in each jurisdiction where
the ownership or leasing of its properties or the conduct of its business
requires such qualification, except where the failure to be so qualified and in
good standing would not, individually or in the aggregate, have a Material
Adverse Effect; all of the outstanding equity interests of each of the
Subsidiaries have been duly authorized and validly issued, are fully paid and
non-assessable and (except as otherwise described in this Section 3(e)) are
owned by the Company subject to no security interest, other encumbrance or
adverse claims; and no options, warrants or other rights to purchase,
agreements or other obligations to issue or other rights to convert any
obligation into shares of capital stock or ownership interests in the Subsidiaries
are outstanding;  (f)            the Shares have
been duly and validly authorized and, when issued and delivered against payment
therefor as provided herein, will be duly and validly issued, fully paid and
non-assessable and free of statutory and contractual preemptive rights, resale
rights, rights of first refusal and similar rights;  (g)           the capital stock of
the Company, including the Shares, conforms in all material respects to the
description thereof contained in the Registration Statement and the Prospectus
and the certificates for the Shares are in due and proper form and the holders
of the Shares will not be subject to personal liability by reason of being such
holders;  4    (h)           this Agreement has
been duly authorized, executed and delivered by the Company;  (i)            neither the Company
nor any of the Subsidiaries is in breach or violation of or in default under
(nor has any event occurred which with notice, lapse of time or both would
result in any breach of, constitute a default under or give the holder of any
indebtedness (or a person acting on such holders behalf) the right to require
the repurchase, redemption or repayment of all or a part of such indebtedness
under) (A) its respective charter, by-laws or other organizational documents,
or (B) any indenture, mortgage, deed of trust, bank loan or credit agreement or
other evidence of indebtedness, or any license, lease, contract or other agreement
or instrument to which the Company or any of the Subsidiaries is a party or by
which any of them or any of their properties may be bound or affected except in
the case of clause (B), for such defaults that would not result in a Material
Adverse Effect; and, assuming the consummation of the Liability Management
Transactions (defined below) prior to the date on which the Spin-off occurs,
the execution, delivery and performance of this Agreement and the Transaction
Documents, the issuance and sale of the Shares and the consummation of the
transactions contemplated hereby and by the Transaction Documents will not
conflict with, result in any breach or violation of or constitute a default
under (nor constitute any event which with notice, lapse of time or both would
result in any breach of or constitute a default under) the charter, by-laws or
other organizational documents of the Company or any of the Subsidiaries, or
any indenture, mortgage, deed of trust, bank loan or credit agreement or other
evidence of indebtedness, or any license, lease, contract or other agreement or
instrument to which the Company or any of the Subsidiaries is a party or by
which any of them or any of their respective properties may be bound or
affected, or any federal, state, local or foreign law, regulation or rule or
any decree, judgment or order applicable to the Company or any of the
Subsidiaries, except for such conflicts, breaches or defaults that would not
result in a Material Adverse Effect; Liability Management Transactions means
(A) redemption in full of the following debt issues:  (i) ADESA Corporation 7.7% Senior Notes, Series A, due 2006 and
(ii) ADESA Corporation 8.10% Senior Notes, Series B, Due 2010, (B) repayment in
full of the following debt issues:  (i)
a note payable in the amount of $45 million relating to the Companys used
vehicle auction facility locate in Tracy, California, (ii) a note payable in
the amount of $28.4 million relating to the Companys used vehicle auction
facilities located in Boston, Massachusetts, Charlotte, North Carolina and
Knoxville, Tennessee and (iii) a note payable to Interstate Auto Auction in the
amount of $1.8 million; (C) consents relating to the following documents:  (i) Master Lease Agreement, dated December
4, 2001, between LaSalle National Leasing Corporation and ADESA Corporation,
(ii) Revolving Credit Agreement, dated January 19, 2001, between Automotive
Recovery Services, Inc. and Fleet National Bank, (iii) Amended and Restated Credit
Agreement, dated as of July 25, 2003, between ADESA Corporation and Bank One,
N.A., and (iv) Revolving Loan Agreement, dated as of November 14, 2000, by and
between A&H, LLC and Suntrust Bank; and (D) refinancing of the Automotive
Finance Corporation Receivables Facility.  (j)            no approval,
authorization, consent or order of or filing with any federal, state, local or
foreign governmental or regulatory commission, board, body, authority or agency
is required in connection with the issuance and sale of the Shares or the
consummation by the Company of the transactions contemplated hereby or by the
Transaction Documents other than registration of the Shares under the Act,
which has been or will be effected, and any necessary qualification under the
securities or blue sky laws of the various jurisdictions in which the Shares
are being offered by the Underwriters or under the rules and regulations of the
NASD;  5    (k)           except as set forth
in the Registration Statement and the Prospectus, (i) no person has the
right, contractual or otherwise, to cause the Company to issue or sell to it
any shares of Common Stock or shares of any other capital stock or other equity
interests of the Company, (ii) no person has any preemptive rights, resale
rights, rights of first refusal or other rights to purchase any shares of
Common Stock or shares of any other capital stock or other equity interests of
the Company, and (iii) no person has the right to act as an underwriter or
as a financial advisor to the Company in connection with the offer and sale of
the Shares, in the case of each of the foregoing clauses (i), (ii) and (iii),
whether as a result of the filing or effectiveness of the Registration
Statement or the sale of the Shares as contemplated thereby or otherwise; no
person has the right, contractual or otherwise, to cause the Company to
register under the Act any shares of Common Stock or shares of any other
capital stock or other equity interests of the Company, or to include any such
shares or interests in the Registration Statement or the offering contemplated
thereby, whether as a result of the filing or effectiveness of the Registration
Statement or the sale of the Shares as contemplated thereby or otherwise;  (l)            each of the Company
and the Subsidiaries has all necessary licenses, authorizations, consents and
approvals and has made all necessary filings required under any federal, state,
local or foreign law, regulation or rule, and has obtained all necessary
authorizations, consents and approvals from other persons, in order to conduct
its respective business, except where the failure to obtain such licenses,
authorizations, consents or approvals would not have a Material Adverse Effect;
neither the Company nor any of the Subsidiaries is in violation of, or in
default under, or has received notice of any proceedings relating to revocation
or modification of, any such license, authorization, consent or approval or any
federal, state, local or foreign law, regulation or rule or any decree, order
or judgment applicable to the Company or any of the Subsidiaries, except where
such violation, default, revocation or modification would not, individually or
in the aggregate, have a Material Adverse Effect;  (m)          all legal or governmental
proceedings, affiliate transactions, off-balance sheet transactions, contracts,
licenses, agreements, leases or documents of a character required to be
described in the Registration Statement or the Prospectus or to be filed as an
exhibit to the Registration Statement have been so described or filed as
required;  (n)           except as disclosed
in the Registration Statement and the Prospectus, there are no actions, suits,
claims, investigations or proceedings pending or threatened or, to the
Companys knowledge, contemplated to which the Company or any of the
Subsidiaries or any of their respective directors or officers is a party or of
which any of their respective properties is subject at law or in equity, before
or by any federal, state, local or foreign governmental or regulatory commission,
board, body, authority or agency, except any such action, suit, claim,
investigation or proceeding which would not result in a judgment, decree or
order having, individually or in the aggregate, a Material Adverse Effect or
preventing consummation of the transactions contemplated hereby;  (o)           PricewaterhouseCoopers
LLP, whose report on the consolidated financial statements of the Company and
the Subsidiaries is filed with the Commission as part of the Registration
Statement and the Prospectus, are independent public accountants as required by
the Act;  (p)           the audited
financial statements included in the Registration Statement and the Prospectus,
together with the related notes and schedules, present fairly in all material
respects the consolidated financial position of the Company and the Subsidiaries
as of the dates indicated and the consolidated results of operations and cash
flows of the Company and the Subsidiaries for  6    the periods
specified and have been prepared in compliance with the requirements of the Act
and in conformity with generally accepted accounting principles applied on a
consistent basis during the periods involved; the assumptions used in the
preparation of any pro forma financial data included in the Registration
Statement and the Prospectus are reasonable, the pro forma adjustments used
therein are appropriate to give effect to the transactions or circumstances described
therein and the pro forma adjustments have been properly applied to the
historical amounts in the compilation of such data; the other financial and
statistical data set forth in the Registration Statement and the Prospectus are
accurately presented and prepared on a basis consistent with the financial
statements and books and records of the Company; there are no financial
statements (historical or pro forma) that are required to be included in the
Registration Statement and the Prospectus that are not included as required;
and the Company and the Subsidiaries do not have any material liabilities or
obligations, direct or contingent (including any off-balance sheet
obligations), not disclosed in the Registration Statement and the Prospectus.  (q)           subsequent to the
respective dates as of which information is given in the Registration Statement
and the Prospectus, except as disclosed in the Registration Statement and the
Prospectus, there has not been (i) any material adverse change, or any
development involving a prospective material adverse change, in the business,
properties, management, financial condition or results of operations of the
Company and the Subsidiaries taken as a whole, (ii) any transaction that is material
to the Company and the Subsidiaries taken as a whole, (iii) any obligation,
direct or contingent (including any off-balance sheet obligations), incurred by
the Company or the Subsidiaries that is material to the Company and the
Subsidiaries taken as a whole, (iv) any change in the capital stock or
outstanding indebtedness of the Company or the Subsidiaries or (v) any dividend
or distribution of any kind declared, paid or made on the capital stock of the
Company;  (r)            the Company has
obtained for the benefit of the Underwriters the agreement (a Lock-Up
Agreement), in the form set forth as Exhibit A hereto, of each
holder of the Companys Common Stock or any security convertible into or
exercisable or exchangeable for Common Stock, or any warrant or other right to
purchase Common Stock or any such security;  (s)           the Company is not
and, after giving effect to the offering and sale of the Shares, will not be an
investment company or an entity controlled by an investment company, as
such terms are defined in the Investment Company Act of 1940, as amended (the Investment
Company Act);  (t)            the Company and
each of the Subsidiaries has good and marketable title to all property (real
and personal) described in the Registration Statement and in the Prospectus as
being owned by each of them, free and clear of all liens, claims, security
interests or other encumbrances except (i) as disclosed in the Registration
Statement and the Prospectus, or (ii) as do not materially affect the value of
such property and do not interfere with the use made and proposed to be made of
such property; all the property material to the Company and described in the
Registration Statement and the Prospectus as being held under lease by the
Company or a Subsidiary is held thereby under valid, subsisting and enforceable
leases;  (u)           the Company and the
Subsidiaries own, or have obtained valid and enforceable licenses for, or other
rights to use, the inventions, patent applications, patents, trademarks (both
registered and unregistered), trade names, copyrights, trade secrets and other
proprietary information described in the Registration Statement and the
Prospectus as being owned or licensed by them or which are necessary for the
conduct of their respective businesses, except where the failure to own, license
or have such rights would not, individually or in the aggregate, have a Material  7    Adverse Effect
(collectively, Intellectual Property); except for matters which would
have a Material Adverse Effect, (i) there are no third parties who have
or, to the Companys knowledge, will be able to establish rights to any
Intellectual Property, except for the ownership rights of the owners of the
Intellectual Property that is licensed to the Company; (ii) to the
knowledge of the Company, there is no infringement by third parties of any
Intellectual Property; (iii) to the knowledge of the Company, there is no
pending or threatened action, suit, proceeding or claim by others challenging
the Companys rights in or to any Intellectual Property, and the Company is unaware
of any facts that could form a reasonable basis for any such claim;
(iv) there is no pending or, to the knowledge of the Company,  threatened action, suit, proceeding or claim
by others challenging the validity or scope of any Intellectual Property, and
the Company is unaware of any facts which could form a reasonable basis for any
such claim; (v) there is no pending or, to the knowledge of the Company,
threatened action, suit, proceeding or claim by others that the Company
infringes or otherwise violates any patent, trademark, copyright, trade secret
or other proprietary rights of others, and the Company is unaware of any facts
that could form a reasonable basis for any such claim; (vi) to the knowledge of
the Company, there is no patent or patent application that contains claims that
interfere with the issued or pending claims of any of the Intellectual
Property; and (vii) to the knowledge of the Company, there is no prior art that
may render any patent application owned by the Company of the Intellectual
Property unpatentable that has not been disclosed to the U.S. Patent and
Trademark Office;  (v)           neither the Company
nor any of the Subsidiaries is engaged in any unfair labor practice; except for
matters which would not, individually or in the aggregate, have a Material
Adverse Effect, (i) there is (A) no unfair labor practice complaint
pending or, to the Companys knowledge, threatened against the Company or any
of the Subsidiaries before the National Labor Relations Board, and no grievance
or arbitration proceeding arising out of or under collective bargaining
agreements is pending, or, to the Companys knowledge, threatened, (B) no
strike, labor dispute, slowdown or stoppage pending or, to the Companys knowledge,
threatened against the Company or any of the Subsidiaries and (C) no union
representation dispute currently existing concerning the employees of the
Company or any of the Subsidiaries, and (ii) to the Companys knowledge,
(A) no union organizing activities are currently taking place concerning
the employees of the Company or any of the Subsidiaries and (B) there has
been no violation of any federal, state, local or foreign law relating to discrimination
in the hiring, promotion or pay of employees, any applicable wage or hour laws
or any provision of the Employee Retirement Income Security Act of 1974 (ERISA)
or the rules and regulations promulgated thereunder concerning the employees of
the Company or any of the Subsidiaries;  (w)          the Company and the
Subsidiaries and their properties, assets and operations are in compliance
with, and hold all permits, authorizations and approvals required under,
Environmental Laws (as defined below), except to the extent that failure to so
comply or to hold such permits, authorizations or approvals would not, individually
or in the aggregate, have a Material Adverse Effect; except as specifically
disclosed in the Registration Statement and Prospectus, there are no past,
present or, to the Companys knowledge, reasonably anticipated future events,
conditions, circumstances, activities, practices, actions, omissions or plans
that could reasonably be expected to give rise to any material costs or
liabilities to the Company or the Subsidiaries under, or to interfere with or
prevent compliance by the Company or the Subsidiaries with, Environmental Laws;
except as would not, individually or in the aggregate, have a Material Adverse
Effect and except as disclosed in the Registration Statement and Prospectus,
neither the Company nor any of the Subsidiaries (i) is the subject of any
investigation, (ii) has received any notice or claim, (iii) is a party to or
affected by any pending or threatened action, suit or proceeding, (iv) is bound
by any judgment, decree or order or (v) has entered into any agreement, in each
case relating  8    to any alleged
violation of any Environmental Law or any actual or alleged release or
threatened release or cleanup at any location of any Hazardous Materials (as
defined below) (as used herein, Environmental Law means any federal,
state, local or foreign law, statute, ordinance, rule, regulation, order,
decree, judgment, injunction, permit, license, authorization or other binding
requirement, or common law, relating to health, safety or the protection,
cleanup or restoration of the environment or natural resources, including those
relating to the distribution, processing, generation, treatment, storage,
disposal, transportation, other handling or release or threatened release of
Hazardous Materials, and Hazardous Materials means any material
(including, without limitation, pollutants, contaminants, hazardous or toxic
substances or wastes) that is regulated by or may give rise to liability under
any Environmental Law);  (x)            all tax returns
required to be filed by the Company and each of the Subsidiaries have been
filed, and all taxes and other assessments of a similar nature (whether imposed
directly or through withholding) including any interest, additions to tax or
penalties applicable thereto due or claimed to be due from such entities have
been paid, other than those being contested in good faith and for which
adequate reserves have been provided and those which would not have a Material
Adverse Effect;  (y)           the Company and each
of the Subsidiaries maintains insurance covering its properties, operations,
personnel and businesses as the Company deems adequate and such insurance
insures against such losses and risks to an extent which is adequate in
accordance with customary industry practice to protect the Company and the
Subsidiaries and their businesses except where the failure to be so insured
would not have a Material Adverse Effect; all such insurance is fully in force
on the date hereof and, to the Companys knowledge, will be fully in force at
the time of purchase and any additional time of purchase;  (z)            neither the Company
nor any of the Subsidiaries has sustained since the date of the last audited
financial statements included in the Registration Statement and the Prospectus
any loss or interference with its respective business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree which resulted in a
Material Adverse Effect;  (aa)         except as disclosed
in the Registration Statement and the Prospectus, the Company has not sent or
received any communication regarding termination of, or intent not to renew,
any of the contracts or agreements referred to or described in, or filed as an
exhibit to, the Registration Statement, and, except as disclosed in the
Registration Statement and the Prospectus, no such termination or non-renewal
has been threatened by the Company or, to the Companys knowledge, any other
party to any such contract or agreement;  (bb)         the Company and each
of the Subsidiaries maintains a system of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are
executed in accordance with managements general or specific authorization;
(ii) transactions are recorded as necessary to permit preparation of
financial statements in conformity with generally accepted accounting
principles and to maintain accountability for assets; (iii) access to
assets is permitted only in accordance with managements general or specific authorization;
and (iv) the recorded accountability for assets is compared with existing
assets at reasonable intervals and appropriate action is taken with respect to
any differences;  (cc)         the Company has
established and maintains disclosure controls and procedures (as such term is
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such
disclosure  9    controls and
procedures are designed to ensure that material information relating to the
Company, including its consolidated subsidiaries, is made known to the
Companys Chief Executive Officer and its Chief Financial Officer by others
within those entities, and such disclosure controls and procedures are
effective to perform the functions for which they were established; the
Companys auditors and the Audit Committee of the Board of Directors have been
advised of: (i) any significant deficiencies in the design or operation of
internal controls which could adversely affect the Companys ability to record,
process, summarize and report financial data; and (ii) any fraud, whether or
not material, that involves management or other employees who have a role in
the Companys internal controls; any material weaknesses in internal controls
have been identified for the Companys auditors; and since the date of the most
recent evaluation of such disclosure controls and procedures, there have been
no significant changes in internal controls or in other factors that could
significantly affect internal controls, including any corrective actions with
regard to significant deficiencies and material weaknesses;  (dd)         the Company has
provided you or your counsel with access to true, correct and complete copies
of all documentation pertaining to any extension of credit in the form of a
personal loan made, directly or indirectly, by the Company to any director or
executive officer of the Company, or to any family member or affiliate of any
director or executive officer of the Company; and since July 30, 2002, the
Company has not, directly or indirectly, including through any subsidiary: (i)
extended credit, arranged to extend credit or renewed any extension of credit,
in the form of a personal loan, to or for any director or executive officer of
the Company, or to or for any family member or affiliate of any director or
executive officer of the Company; or (ii) made any material modification,
including any renewal thereof, to any term of any personal loan to any director
or executive officer of the Company, or any family member or affiliate of any
director or executive officer, which loan was outstanding on July 30,
2002;  (ee)         any statistical and
market-related data included in the Registration Statement and the Prospectus
are based on or derived from sources that the Company believes to be reliable
and accurate, and the Company has obtained the written consent to the use of
such data from such sources to the extent required;  (ff)           neither the Company
nor any of the Subsidiaries nor, to the Companys knowledge, any employee or
agent of the Company or the Subsidiaries has made any payment of funds of the
Company or the Subsidiaries or received or retained any funds in violation of
any law, rule or regulation, which payment, receipt or retention of funds is of
a character required to be disclosed in the Registration Statement or the
Prospectus;  (gg)         neither the Company
nor any of the Subsidiaries nor any of their respective directors, officers,
affiliates or controlling persons has taken, directly or indirectly, any action
designed, or which has constituted or might reasonably be expected to cause or
result in, under the Exchange Act or otherwise, the stabilization or
manipulation of the price of any security of the Company to facilitate the sale
or resale of the Shares; and  (hh)         to the Companys
knowledge, there are no affiliations or associations between any member of the
NASD and any of the Companys officers, directors or 5% or greater
securityholders, except as set forth in the Registration Statement and the Prospectus.  In addition,
any certificate signed by any officer of the Company or any of the Subsidiaries
and delivered to the Underwriters or counsel for the Underwriters in connection
with the offering of the  10 
   Shares shall be deemed to be a representation
and warranty by the Company or such Subsidiary, as the case may be, as to
matters covered thereby, to each Underwriter.  4.             Certain Covenants of the Company.  The Company hereby agrees:  (a)           to furnish such
information as may be required and otherwise to cooperate in qualifying the
Shares for offering and sale under the securities or blue sky laws of such
states or other jurisdictions as you may reasonably designate and to maintain
such qualification in effect so long as you may request for the distribution of
the Shares; provided that the Company shall not be required to qualify
as a foreign corporation or to consent to the service of process under the laws
of any such jurisdiction (except service of process with respect to the
offering and sale of the Shares); and to promptly advise you of the receipt by
the Company of any notification with respect to the suspension of the
qualification of the Shares for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose;  (b)           to make available to
the Underwriters in New York City, as soon as practicable after the
Registration Statement becomes effective, and thereafter from time to time to
furnish to the Underwriters, as many copies of the Prospectus (or of the Prospectus
as amended or supplemented if the Company shall have made any amendments or
supplements thereto after the effective date of the Registration Statement) as
the Underwriters may reasonably request for the purposes contemplated by the
Act; in case any Underwriter is required to deliver a prospectus after the
nine-month period referred to in Section 10(a)(3) of the Act in connection
with the sale of the Shares, the Company will prepare, at its expense, promptly
upon request such amendment or amendments to the Registration Statement and the
Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3)
of the Act;  (c)           if, at the time this
Agreement is executed and delivered, it is necessary for the Registration
Statement or any post-effective amendment thereto to be declared effective before
the offering of the Shares may commence, the Company will endeavor to cause the
Registration Statement or such post-effective amendment to become effective as
soon as possible and the Company will advise you promptly and, if requested by
you, will confirm such advice in writing, (i) when the Registration Statement
and any such post-effective amendment thereto have become effective, and (ii) if
Rule 430A under the Act is used, when the Prospectus is filed with the
Commission pursuant to Rule 424(b) under the Act (which the Company agrees to
file in accordance with such Rule);  (d)           to advise you
promptly of any request by the Commission for amendments or supplements to the
Registration Statement or the Prospectus or for additional information with
respect thereto, or of notice of institution of proceedings for, or the entry
of a stop order, suspending the effectiveness of the Registration Statement
and, if the Commission should enter a stop order suspending the effectiveness
of the Registration Statement, to use its reasonable best efforts to obtain the
lifting or removal of such order as soon as possible; to advise you promptly of
any proposal to amend or supplement the Registration Statement or the
Prospectus and to provide you and Underwriters counsel copies of any such
documents for review and comment a reasonable amount of time prior to any
proposed filing and to file no such amendment or supplement to which you shall
reasonably object in writing;  (e)           subject to Section
4(d) hereof, to file promptly all reports and any definitive proxy or
information statement required to be filed by the Company with the Commission
in order to comply with the Exchange Act subsequent to the date of the
Prospectus and for so long as  11    the delivery
of a prospectus is required in connection with the offering or sale of the
Shares; to provide you with a copy of such reports and statements and other
documents to be filed by the Company pursuant to Section 13, 14 or 15(d) of the
Exchange Act during such period a reasonable amount of time prior to any
proposed filing, and to promptly notify you of such filing;  (f)            if necessary or
appropriate, to file a registration statement pursuant to Rule 462(b) under the
Act;  (g)           to advise the
Underwriters promptly of the happening of any event within the time during
which a prospectus relating to the Shares is required to be delivered under the
Act that could require the making of any change in the Prospectus then being
used so that the Prospectus would not include an untrue statement of material
fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they are made, not misleading,
and, during such time, subject to Section 4(d) hereof, to prepare and furnish,
at the Companys expense, to the Underwriters promptly such amendments or
supplements to such Prospectus as may be necessary to reflect any such change;  (h)           to make generally
available to its security holders, and to deliver to you, an earnings statement
of the Company (which will satisfy the provisions of Section 11(a) of the Act)
covering a period of twelve months beginning after the effective date of the
Registration Statement (as defined in Rule 158(c) of the Act) as soon as is
reasonably practicable after the termination of such twelve-month period but
not later than September 15, 2005;  (i)            to furnish to its
stockholders as soon as practicable after the end of each fiscal year an annual
report (including a consolidated balance sheet and statements of income,
shareholders equity and cash flow of the Company and the Subsidiaries for such
fiscal year, accompanied by a copy of the certificate or report thereon of
nationally recognized independent certified public accountants);  (j)            to furnish to you
three copies of the Registration Statement, as initially filed with the
Commission, and of all amendments thereto (including, if requested, all
exhibits thereto) and sufficient copies of the foregoing (other than exhibits)
for distribution of a copy to each of the other Underwriters;  (k)           to make available to
you promptly and, upon request, to each of the other Underwriters for a period
of three years from the date of this Agreement (i) copies of any reports or
other communications which the Company shall send to its stockholders, (ii)
copies of all annual, quarterly and current reports filed with the Commission on
Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by
the Commission and (iii) copies of documents or reports filed with any
national securities exchange on which the Shares are listed, except, in each
case, to the extent such materials are available online from the Commissions
EDGAR system or otherwise;  (l)            to furnish to you
as early as practicable prior to the time of purchase and any additional time
of purchase, as the case may be, but not later than two business days prior thereto,
a copy of the latest available unaudited interim and monthly consolidated
financial statements, if any, of the Company and the Subsidiaries which have
been read by the Companys independent certified public accountants, as stated
in their letter to be furnished pursuant to Section 6(b) hereof;  12    (m)          to apply the net
proceeds from the sale of the Shares in the manner set forth under the caption
Use of Proceeds in the Prospectus;  (n)           to pay all costs,
expenses, fees and taxes in connection with (i) the preparation and filing of
the Registration Statement, each Preliminary Prospectus, the Prospectus, and
any amendments or supplements thereto, and the printing and furnishing of
copies of each thereof to the Underwriters and to dealers (including costs of
mailing and shipment), (ii) the registration, issue, sale and delivery of the
Shares including any stock or transfer taxes and stamp or similar duties
payable upon the sale, issuance or delivery of the Shares to the Underwriters,
(iii) the producing, word processing and/or printing of this Agreement,
any Agreement Among Underwriters, any dealer agreements, any Powers of Attorney
and any closing documents (including compilations thereof) and the reproduction
and/or printing and furnishing of copies of each thereof to the Underwriters
and (except closing documents) to dealers (including costs of mailing and shipment),
(iv) the qualification of the Shares for offering and sale under state or
foreign laws and the determination of their eligibility for investment under
state or foreign law as aforesaid (including the legal fees and filing fees and
other disbursements of counsel for the Underwriters) and the printing and
furnishing of copies of any blue sky surveys or legal investment surveys to the
Underwriters and to dealers, (v) any listing of the Shares on The New York
Stock Exchange and any registration thereof under the Exchange Act, (vi) any
filing for review of the public offering of the Shares by the NASD, including
the legal fees and filing fees and other disbursements of counsel to the
Underwriters, (vii) the fees and disbursements of any transfer agent or
registrar for the Shares, (viii) the costs and expenses of the Company
relating to presentations or meetings undertaken in connection with the marketing
of the offering and sale of the Shares to prospective investors and the
Underwriters sales forces, including, without limitation, expenses associated
with the production of road show slides and graphics, fees and expenses of any
consultants, which consultants are engaged with the consent of the Company in
connection with the road show presentations, travel, lodging and other expenses
incurred by the officers of the Company and any such consultants, and the cost
of any aircraft chartered in connection with the road show, and (ix) the
performance of the Companys other obligations hereunder;  (o)           not to sell, offer
to sell, contract or agree to sell, hypothecate, pledge, grant any option to
purchase or otherwise dispose of or agree to dispose of, directly or
indirectly, any Common Stock or securities convertible into or exchangeable or
exercisable for Common Stock or warrants or other rights to purchase Common
Stock or any other securities of the Company that are substantially similar to
Common Stock, or file or cause to be declared effective a registration
statement under the Act relating to the offer and sale of any shares of Common
Stock or securities convertible into or exercisable or exchangeable for Common
Stock or other rights to purchase Common Stock or any other securities of the
Company that are substantially similar to Common Stock for a period of 180 days
after the date hereof (the Lock-Up Period), without the prior written
consent of the Representatives, except for (i) the registration of the Shares
and the sales to the Underwriters pursuant to this Agreement, (ii) issuances of
Common Stock upon the exercise of options or warrants disclosed as outstanding
or to be outstanding in the Registration Statement and the Prospectus, (iii)
the issuance of employee stock options not exercisable during the Lock-Up
Period pursuant to stock option plans described in the Registration Statement
and the Prospectus, (iv) Common Stock to be issued pursuant to one or more
acquisitions not to exceed 625,000 shares in the aggregate, and (v) the issuance
of Common Stock in connection with the Spin-off;  (p)           to use its best
efforts to cause the Common Stock to be listed on the New York Stock Exchange;
and  13    (q)           to maintain a
transfer agent and, if necessary under the jurisdiction of incorporation of the
Company, a registrar for the Common Stock.  5.             Reimbursement of Underwriters
Expenses.  If the Shares are not
delivered for any reason other than the termination of this Agreement pursuant
to the fifth paragraph of Section 8 hereof or the default by one or more of the
Underwriters in its or their respective obligations hereunder or the failure to
satisfy the condition precedent described in Section 6(c), the Company shall,
in addition to paying the amounts described in Section 4(n) hereof, reimburse
the Underwriters for all of their out-of-pocket expenses, including the
reasonable, documented fees and disbursements of their counsel.  6.             Conditions of Underwriters
Obligations.  The several
obligations of the Underwriters hereunder are subject to the accuracy of the
representations and warranties on the part of the Company on the date hereof,
at the time of purchase and, if applicable, at the additional time of purchase,
the performance by the Company of its obligations hereunder and to the following
additional conditions precedent:  (a)           The Company shall
furnish to you at the time of purchase and, if applicable, at the additional
time of purchase, opinions of Skadden, Arps, Slate, Meagher & Flom LLP,
Kaplan, Strangis and Kaplan, P.A., and Karen Turner, Esq. addressed to the
Underwriters, and dated the time of purchase or the additional time of
purchase, as the case may be, with reproduced copies for each of the other
Underwriters, in form and substance reasonably satisfactory to Cahill Gordon
& Reindel LLP, counsel for the Underwriters, and in the forms set forth in Exhibit
B, Exhibit C and Exhibit D hereto, respectively.  (b)           You shall have
received from PricewaterhouseCoopers LLP letters dated, respectively, the date
of this Agreement, the time of purchase and, if applicable, the additional time
of purchase, and addressed to the Underwriters (with reproduced copies for each
of the Underwriters) in the forms heretofore approved by the Representatives.  (c)           You shall have
received at the time of purchase and, if applicable, at the additional time of
purchase, the favorable opinion of Cahill Gordon & Reindel LLP, counsel for
the Underwriters, dated the time of purchase or the additional time of
purchase, as the case may be, in form and substance satisfactory to the
Representatives.  (d)           No Prospectus or
amendment or supplement to the Registration Statement or the Prospectus shall
have been filed to which you reasonably object in writing.  (e)           The Registration
Statement shall become effective not later than 5:30 P.M., New York City time,
on the date of this Agreement and, if Rule 430A under the Act is used, the
Prospectus shall have been filed with the Commission pursuant to Rule 424(b)
under the Act at or before 5:30 P.M., New York City time, on the second full
business day after the date of this Agreement.  (f)            Prior to the time
of purchase and, if applicable, the additional time of purchase, (i) no stop
order with respect to the effectiveness of the Registration Statement shall
have been issued under the Act or proceedings initiated under Section 8(d) or
8(e) of the Act; (ii) the Registration Statement and all amendments thereto
shall not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; and (iii) the Prospectus and all amendments or
supplements thereto shall not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
are made, not misleading.  14    (g)           Between the time of
execution of this Agreement and the time of purchase or the additional time of
purchase, as the case may be, no material adverse change or any development
involving a prospective material adverse change in the business, properties,
management, financial condition or results of operations of the Company and the
Subsidiaries taken as a whole shall occur or become known.  (h)           The Company will, at
the time of purchase and, if applicable, at the additional time of purchase,
deliver to you a certificate of its Chief Executive Officer and its Chief
Financial Officer in the form attached as Exhibit E hereto.  (i)            You shall have
received signed Lock-Up Agreements referred to in Section 3(r) hereof.  (j)            The Company shall
have furnished to you such other documents and certificates as to the accuracy
and completeness of any statement in the Registration Statement and the
Prospectus as of the time of purchase and, if applicable, the additional time
of purchase, as you may reasonably request.  (k)           The Shares shall
have been approved for listing on the New York Stock Exchange, subject only to
notice of issuance at or prior to the time of purchase or the additional time
of purchase, as the case may be.  7.             Effective Date of Agreement;
Termination.  This Agreement shall
become effective (i) if Rule 430A under the Act is not used, when you
shall have received notification of the effectiveness of the Registration
Statement, or (ii) if Rule 430A under the Act is used, when the parties
hereto have executed and delivered this Agreement.  The
obligations of the several Underwriters hereunder shall be subject to
termination in the absolute discretion of the Representatives or any group of
Underwriters (which shall include the Representatives) which has agreed to
purchase in the aggregate at least 50% of the Firm Shares, if (x) since the
time of execution of this Agreement or the earlier respective dates as of which
information is given in the Registration Statement and the Prospectus, there
has been any material adverse change or any development involving a prospective
material adverse change in the business, properties, management, financial
condition or results of operations of the Company and the Subsidiaries taken as
a whole, which would, in the Representatives judgment or in the judgment of
such group of Underwriters, make it impracticable or inadvisable to proceed
with the public offering or the delivery of the Shares on the terms and in the
manner contemplated in the Registration Statement and the Prospectus, or (y)
there shall have occurred: (i) a suspension or material limitation in trading
in securities generally on the New York Stock Exchange, the American Stock
Exchange or the NASDAQ; (ii) a suspension or material limitation in trading in
the Companys securities on the New York Stock Exchange; (iii) a general moratorium
on commercial banking activities declared by either federal or New York State
authorities or a material disruption in commercial banking or securities settlement
or clearance services in the United States; (iv) an outbreak or escalation of
hostilities or acts of terrorism involving the United States or a declaration
by the United States of a national emergency or war; or (v) any other calamity
or crisis or any change in financial, political or economic conditions in the
United States or elsewhere, if the effect of any such event specified in clause
(iv) or (v) in the Representatives judgment or in the judgment of such group
of Underwriters makes it impracticable or inadvisable to proceed with the
public offering or the delivery of the Shares on the terms and in the manner
contemplated in the Registration Statement and the Prospectus, or (z) there
shall have occurred any downgrading, or any notice or announcement shall have
been given or made of (i) any intended or potential downgrading or (ii) any
watch, review or possible change that does not indicate an  15 
   affirmation or improvement, in the rating
accorded any securities of or guaranteed by the Company or any Subsidiary by
any nationally recognized statistical rating organization, as that term is defined
in Rule 436(g)(2) under the Act.  If the
Representatives or any group of Underwriters elects to terminate this Agreement
as provided in this Section 7, the Company and each other Underwriter
shall be notified promptly in writing.  If the sale to
the Underwriters of the Shares, as contemplated by this Agreement, is not
carried out by the Underwriters for any reason permitted under this Agreement
or if such sale is not carried out because the Company shall be unable to
comply with any of the terms of this Agreement, the Company shall not be under
any obligation or liability under this Agreement (except to the extent provided
in Sections 4(n), 5 and 9 hereof), and the Underwriters shall be under no
obligation or liability to the Company 
under this Agreement (except to the extent provided in Section 9
hereof) or to one another hereunder.  8.             Increase in Underwriters
Commitments.  Subject to Sections 6
and 7 hereof, if any Underwriter shall default in its obligation to take up and
pay for the Firm Shares to be purchased by it hereunder (otherwise than for a
failure of a condition set forth in Section 6 hereof or a reason sufficient to
justify the termination of this Agreement under the provisions of Section 7
hereof) and if the number of Firm Shares which all Underwriters so defaulting
shall have agreed but failed to take up and pay for does not exceed 10% of the
total number of Firm Shares, the non-defaulting Underwriters shall take up and
pay for (in addition to the aggregate number of Firm Shares they are obligated
to purchase pursuant to Section 1 hereof) the number of Firm Shares agreed
to be purchased by all such defaulting Underwriters, as hereinafter
provided.  Such Shares shall be taken up
and paid for by such non-defaulting Underwriters in such amount or amounts as
you may designate with the consent of each Underwriter so designated or, in the
event no such designation is made, such Shares shall be taken up and paid for
by all non-defaulting Underwriters pro rata in proportion to the aggregate
number of Firm Shares set forth opposite the names of such non-defaulting
Underwriters in Schedule A.  Without relieving
any defaulting Underwriter from its obligations hereunder, the Company agrees
with the non-defaulting Underwriters that it will not sell any Firm Shares
hereunder unless all of the Firm Shares are purchased by the Underwriters (or
by substituted Underwriters selected by you with the approval of the Company or
selected by the Company with your approval).  If a new
Underwriter or Underwriters are substituted by the Underwriters or by the
Company for a defaulting Underwriter or Underwriters in accordance with the
foregoing provision, the Company or you shall have the right to postpone the
time of purchase for a period not exceeding five business days in order that
any necessary changes in the Registration Statement and the Prospectus and
other documents may be effected.  The term
Underwriter as used in this Agreement shall refer to and include any
Underwriter substituted under this Section 8 with like effect as if such
substituted Underwriter had originally been named in Schedule A.  If the
aggregate number of Firm Shares which the defaulting Underwriter or
Underwriters agreed to purchase exceeds 10% of the total number of Firm Shares
which all Underwriters agreed to purchase hereunder, and if neither the
non-defaulting Underwriters nor the Company shall make arrangements within the
five business day period stated above for the purchase of all the Firm Shares
which the defaulting Underwriter or Underwriters agreed to purchase hereunder,
this Agreement shall terminate without further act or deed and without any
liability on the part of the Company to any defaulting or non-defaulting
Underwriter and without any liability on the part of any non-defaulting
Underwriter to the  16 
   Company. 
Nothing in this paragraph, and no action taken hereunder, shall relieve
any defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement.  9.             Indemnity and Contribution.  (a)           The
Company agrees to indemnify, defend and hold harmless each Underwriter, its
partners, directors and officers, and any person who controls any Underwriter
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act,
and the successors and assigns of all of the foregoing persons, from and against
any loss, damage, expense, liability or claim (including the reasonable cost of
investigation) which, jointly or severally, any such Underwriter or any such
person may incur under the Act, the Exchange Act, the common law or otherwise,
insofar as such loss, damage, expense, liability or claim arises out of or is
based upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement (or in the Registration Statement as
amended by any post-effective amendment thereof by the Company) or in a
Prospectus (the term Prospectus for the purpose of this Section 9 being
deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus
as amended or supplemented by the Company), or arises out of or is based upon
any omission or alleged omission to state a material fact required to be stated
in either such Registration Statement or such Prospectus or necessary to make
the statements made therein not misleading, except insofar as any such loss,
damage, expense, liability or claim arises out of or is based upon any untrue
statement or alleged untrue statement of a material fact contained in and in
conformity with information concerning such Underwriter furnished in writing by
or on behalf of such Underwriter through you to the Company expressly for use
in such Registration Statement or such Prospectus or arises out of or is based
upon any omission or alleged omission to state a material fact in connection
with such information required to be stated in such Registration Statement or
such Prospectus or necessary to make such information not misleading; provided,
however, that with respect to any untrue statement or omission of material fact
made in any Preliminary Prospectus, the indemnity agreement contained in this
subsection (a) shall not inure to the benefit of any Underwriter from whom the
person asserting any such loss, damage, expense, liability or claim purchased
the Shares concerned, to the extent that any such loss, damage, expense,
liability or claim of such Underwriter occurs under the circumstance where it
shall have been determined by a court of competent jurisdiction that (w) the
Company had previously furnished sufficient copies of the Prospectus to such
Underwriter, (x) delivery of the Prospectus was required by the Act to be made
to such person, (y) the untrue statement or omission of a material fact
contained in the Preliminary Prospectus was corrected in the Prospectus and (z)
there was not sent or given to such person, at or prior to the written confirmation
of the sale of such Shares to such person, a copy of the Prospectus.  If any action,
suit or proceeding (each, a Proceeding) is brought against an
Underwriter or any such person in respect of which indemnity may be sought
against the Company pursuant to the foregoing paragraph, such Underwriter or
such person shall promptly notify the Company in writing of the institution of
such Proceeding and the Company shall assume the defense of such Proceeding,
including the employment of counsel reasonably satisfactory to such indemnified
party and payment of all reasonable fees and expenses; provided, however,
that the omission to so notify the Company shall not relieve the Company from
any liability which the Company may have to any Underwriter or any such person
or otherwise, except to the extent the Company shall not have otherwise learned
of such Proceeding and such omission results in the forfeiture by the Company
of substantial rights and defenses. 
Such Underwriter or such person shall have the right to employ its own
counsel in any such case, but the fees and expenses of such counsel shall be at
the expense of such Underwriter or of such person unless the employment of such
counsel shall have been authorized in writing by the Company in connection with
the defense of such Proceeding or the Company shall not have, within a
reasonable period of time in light of the circumstances, employed counsel to
have charge of the defense of such Proceeding or such indemnified party or
parties shall have reasonably concluded that there may be defenses available to
it or them which are different  17 
   from, additional to or in conflict with those
available to the Company (in which case the Company shall not have the right to
direct the defense of such Proceeding on behalf of the indemnified party or
parties), in any of which events such fees and expenses shall be borne by the
Company and paid as incurred (it being understood, however, that the Company
shall not be liable for the expenses of more than one separate counsel (in
addition to any local counsel) in any one Proceeding or series of related
Proceedings in the same jurisdiction representing the indemnified parties who
are parties to such Proceeding).  The
Company shall not be liable for any settlement of any Proceeding effected
without its written consent but if settled with the written consent of the
Company, the Company agrees to indemnify and hold harmless any Underwriter and
any such person from and against any loss or liability by reason of such
settlement.  Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second sentence of this paragraph, then the
indemnifying party agrees that it shall be liable for any settlement of any
Proceeding effected without its written consent if (i) such settlement is
entered into more than 60 business days after receipt by such indemnifying
party of the aforesaid request, (ii) such indemnifying party shall not have
fully reimbursed the indemnified party in accordance with such request prior to
the date of such settlement and (iii) such indemnified party shall have given
the indemnifying party at least 30 days prior notice of its intention to
settle.  No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened Proceeding in respect of which any indemnified
party is or could have been a party and indemnity could have been sought hereunder
by such indemnified party, unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that are the
subject matter of such Proceeding and does not include an admission of fault,
culpability or a failure to act, by or on behalf of such indemnified party.  (b)           Each
Underwriter severally agrees to indemnify, defend and hold harmless the
Company, its directors and officers, and any person who controls the Company
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act,
and the successors and assigns of all of the foregoing persons, from and
against any loss, damage, expense, liability or claim (including the reasonable
cost of investigation) which the Company or any such person may incur under the
Act, the Exchange Act, the common law or otherwise, insofar as such loss,
damage, expense, liability or claim arises out of or is based upon any untrue
statement or alleged untrue statement of a material fact contained in and in
conformity with information concerning such Underwriter furnished in writing by
or on behalf of such Underwriter through you to the Company expressly for use
in the Registration Statement (or in the Registration Statement as amended by
any post-effective amendment thereof by the Company) or in a Prospectus, or
arises out of or is based upon any omission or alleged omission to state a
material fact in connection with such information required to be stated in such
Registration Statement or such Prospectus or necessary to make such information
not misleading.  If any
Proceeding is brought against the Company or any such person in respect of
which indemnity may be sought against any Underwriter pursuant to the foregoing
paragraph, the Company or such person shall promptly notify such Underwriter in
writing of the institution of such Proceeding and such Underwriter shall assume
the defense of such Proceeding, including the employment of counsel reasonably
satisfactory to such indemnified party and payment of all fees and expenses; provided,
however, that the omission to so notify such Underwriter shall not
relieve such Underwriter from any liability which such Underwriter may have to
the Company or any such person or otherwise. 
The Company or such person shall have the right to employ its own
counsel in any such case, but the fees and expenses of such counsel shall be at
the expense of the Company or such person unless the employment of such counsel
shall have been authorized in writing by such Underwriter in connection with
the defense of such Proceeding or such Underwriter shall not have, within a
reasonable period of time in light of the circumstances, employed counsel to
defend such Proceeding or such indemnified party or parties shall have reasonably
concluded that there may be defenses available to it or them which are
different from or additional  18 
   to or in conflict with those available to
such Underwriter (in which case such Underwriter shall not have the right to
direct the defense of such Proceeding on behalf of the indemnified party or
parties, but such Underwriter may employ counsel and participate in the defense
thereof but the fees and expenses of such counsel shall be at the expense of
such Underwriter), in any of which events such fees and expenses shall be borne
by such Underwriter and paid as incurred (it being understood, however, that
such Underwriter shall not be liable for the expenses of more than one separate
counsel (in addition to any local counsel) in any one Proceeding or series of related
Proceedings in the same jurisdiction representing the indemnified parties who
are parties to such Proceeding).  No
Underwriter shall be liable for any settlement of any such Proceeding effected
without the written consent of such Underwriter but if settled with the written
consent of such Underwriter, such Underwriter agrees to indemnify and hold
harmless the Company and any such person from and against any loss or liability
by reason of such settlement. 
Notwithstanding the foregoing sentence, if at any time an indemnified
party shall have requested an indemnifying party to reimburse the indemnified
party for fees and expenses of counsel as contemplated by the second sentence
of this paragraph, then the indemnifying party agrees that it shall be liable
for any settlement of any Proceeding effected without its written consent if
(i) such settlement is entered into more than 60 business days after receipt by
such indemnifying party of the aforesaid request, (ii) such indemnifying
party shall not have reimbursed the indemnified party in accordance with such
request prior to the date of such settlement and (iii) such indemnified party
shall have given the indemnifying party at least 30 days prior notice of its
intention to settle.  No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened Proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such Proceeding.  (c)           If
the indemnification provided for in this Section 9 is unavailable to an
indemnified party under subsections (a) and (b) of this Section 9 or
insufficient to hold an indemnified party harmless in respect of any losses,
damages, expenses, liabilities or claims referred to therein, then each
applicable indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, damages, expenses,
liabilities or claims (i) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and the
Underwriters on the other hand from the offering of the Shares or (ii) if
the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and of the Underwriters on the other in connection
with the statements or omissions which resulted in such losses, damages,
expenses, liabilities or claims, as well as any other relevant equitable considerations.  The relative benefits received by the
Company on the one hand and the Underwriters on the other shall be deemed to be
in the same respective proportions as the total proceeds from the offering (net
of underwriting discounts and commissions but before deducting expenses)
received by the Company and the total underwriting discounts and commissions
received by the Underwriters bear to the aggregate public offering price of the
Shares.  The relative fault of the
Company on the one hand and of the Underwriters on the other shall be
determined by reference to, among other things, whether the untrue statement or
alleged untrue statement of a material fact or omission or alleged omission
relates to information supplied by the Company or by the Underwriters and the
parties relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. 
The amount paid or payable by a party as a result of the losses,
damages, expenses, liabilities and claims referred to in this subsection shall
be deemed to include any legal or other fees or expenses reasonably incurred by
such party in connection with investigating, preparing to defend or defending
any Proceeding.  (d)           The
Company and the Underwriters agree that it would not be just and equitable if
contribution pursuant to this Section 9 were determined by pro rata allocation
(even if the Underwriters were  19 
   treated as one entity for such purpose) or by
any other method of allocation that does not take account of the equitable
considerations referred to in subsection (c) above.  Notwithstanding the provisions of this Section 9, no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Shares underwritten by such Underwriter
and distributed to the public were offered to the public exceeds the amount of
any damage which such Underwriter has otherwise been required to pay by reason
of such untrue statement or alleged untrue statement or omission or alleged
omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall
be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  The
Underwriters obligations to contribute pursuant to this Section 9 are
several in proportion to their respective underwriting commitments and not
joint.  (e)           The
indemnity and contribution agreements contained in this Section 9 and the
covenants, warranties and representations of the Company contained in this
Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of any Underwriter, its partners, directors or officers or
any person (including each partner, officer or director of such person) who
controls any Underwriter within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act, or by or on behalf of the Company, its
directors or officers or any person who controls the Company within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act, and shall
survive any termination of this Agreement or the issuance and delivery of the
Shares.  The Company and each
Underwriter agree promptly to notify each other of the commencement of any
Proceeding against it and, in the case of the Company, against any of the Companys
officers or directors, as the case may be, in connection with the issuance and
sale of the Shares, or in connection with the Registration Statement or the
Prospectus.  10.           Information Furnished by the
Underwriters.  The statements set
forth in the last paragraph on the cover page of the Prospectus and the
statements set forth in the 5th, 7th, 8th, 9th, 10th, 11th and 14th paragraphs
under the caption Underwriting in the Prospectus constitute the only
information furnished by or on behalf of the Underwriters as such information
is referred to in Sections 3 and 9 hereof.  11.           Notices.  Except as otherwise herein provided, all
statements, requests, notices and agreements shall be in writing or by
facsimile and, if to the Underwriters, shall be sufficient in all respects if
delivered or sent to UBS Securities LLC, 299 Park Avenue, New York,
N.Y. 10171-0026, Attention:  Syndicate
Department and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Four
World Financial Center, 250 Vesey Street, New York, N.Y. 10080-1324, Attention:
Parker Weil, with a copy to Cahill Gordon & Reindel LLP, 80 Pine Street,
New York, N.Y. 10005, Attention: Richard E. Farley, Esq.; if to the Company,
shall be sufficient in all respects if delivered or sent to the Company at the
offices of the Company at 310 96th Street, Suite 400, Indianapolis, I.N.
46240-3736, Attention:  Chief Financial
Officer, with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, Four
Times Square, New York, N.Y. 10036-3000, Attention: Stacy J. Kanter, Esq. and
with a copy to Kaplan, Strangis and Kaplan, P.A., 5500 Wells Fargo Center, 90
South Seventh Street, Minneapolis, MN 55402, Attention:  James C. Melville, Esq.  12.           Governing Law; Construction.  This Agreement and any claim, counterclaim
or dispute of any kind or nature whatsoever arising out of or in any way
relating to this Agreement (Claim), directly or indirectly, shall be
governed by, and construed in accordance with, the laws of the State of New
York.  The Section headings in this
Agreement have been inserted as a matter of convenience of reference and are
not a part of this Agreement.  13.           Submission to Jurisdiction.  Except as set forth below, no Claim may be
commenced, prosecuted or continued in any court other than the courts of the
State of New York located in the City and County of New York or in the United
States District Court for the Southern District of New York,  20    which courts
shall have jurisdiction over the adjudication of such matters, and the Company
consents to the jurisdiction of such courts and personal service with respect
thereto.  The Company and each of the
Selling Stockholders hereby consents to personal jurisdiction, service and
venue in any court in which any Claim arising out of or in any way relating to
this Agreement is brought by any third party against the Representatives or any
indemnified party.  Each of the
Representatives and the Company (on its behalf and, to the extent permitted by
applicable law, on behalf of its stockholders and affiliates) waives all right
to trial by jury in any action, proceeding or counterclaim (whether based upon
contract, tort or otherwise) in any way arising out of or relating to this
Agreement.  The Company agrees that a
final judgment in any such action, proceeding or counterclaim brought in any
such court shall be conclusive and binding upon the Company and may be enforced
in any other courts to the jurisdiction of which the Company is or may be subject,
by suit upon such judgment.  14.           Parties at Interest.  The Agreement herein set forth has been and
is made solely for the benefit of the Underwriters and the Company and to the
extent provided in Section 9 hereof the controlling persons, directors and
officers referred to in such section, and their respective successors, assigns,
heirs, personal representatives and executors and administrators.  No other person, partnership, association or
corporation (including a purchaser, as such purchaser, from any of the Underwriters)
shall acquire or have any right under or by virtue of this Agreement.  15.           Counterparts.  This Agreement may be signed by the parties
in one or more counterparts which together shall constitute one and the same
agreement among the parties.  16.           Successors and Assigns.  This Agreement shall be binding upon the Underwriters
and the Company and their successors and assigns and any successor or assign of
any substantial portion of the Companys and any of the Underwriters
respective businesses and/or assets.  17.           Miscellaneous.  UBS, an indirect wholly owned subsidiary of
UBS AG, is not a bank and is separate from any affiliated bank, including any
U.S. branch or agency of UBS AG. 
Because UBS is a separately incorporated entity, it is solely
responsible for its own contractual obligations and commitments, including
obligations with respect to sales and purchases of securities.  Securities sold, offered or recommended by
UBS are not deposits, are not insured by the Federal Deposit Insurance
Corporation, are not guaranteed by a branch or agency, and are not otherwise an
obligation or responsibility of a branch or agency.  21    If the
foregoing correctly sets forth the understanding among the Company and the
Underwriters, please so indicate in the space provided below for the purpose,
whereupon this Agreement and your acceptance shall constitute a binding
agreement among the Company and the Underwriters, severally.  Very truly yours,ADESA, INC.By:
  /s/ Cameron HitchcockTitle: Vice President and Chief Financial Officer  22 
   Accepted and agreed to as of
the
date first above written, on
behalf of themselves
and the other several Underwriters
named in Schedule A  UBS SECURITIES LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED   By:
  
  UBS
  SECURITIES LLCBy:
  /s/ Walter HulseTitle:  Managing
  DirectorBy:
  /s/ Andrew SinclairTitle:  Associate
  Director  23 
   SCHEDULE A  Underwriter
  
  Number of
  Firm Shares
  
  Number of
  Additional SharesUBS Securities LLC
  
  2,187,500
  
  328,125Merrill Lynch, Pierce, Fenner & Smith
  Incorporated
  
  2,187,500
  
  328,125Banc of America Securities LLC
  
  343,750
  
  51,563Harris Nesbitt Corp.
  
  312,500
  
  46,875KeyBanc Capital Markets, & Division of
  McDonald Investments Inc.
  
  312,500
  
  46,875SunTrust Capital Markets, Inc.
  
  437,500
  
  65,625Harrington Research Associates, LLC
  
  171,875
  
  25,781Janney Montgomery Scott LLC
  
  156,250
  
  23,437Stifel, Nicolaus & Company,
  Incorporated
  
  140,625
  
  21,094Total
  
  6,250,000
  
  937,500  
   Exhibit A  ADESA, INC.  Common Stock  ($.01 Par Value)  June 15, 2004  UBS Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
As Representatives of the several Underwriters  c/oUBS
Securities LLC
299 Park Avenue
New York, New York 10171  Ladies and Gentlemen:  This Lock-Up
Letter Agreement is being delivered to you in connection with the proposed
Underwriting Agreement (the Underwriting Agreement) to be entered into
by ADESA, Inc. (the Company) and you, as Representatives (the Representatives)
of the several Underwriters named therein, with respect to the public offering
(the Offering) of Common Stock, par value $0.01 per share, of the
Company (the Common Stock).  In order to
induce you to enter into the Underwriting Agreement, the undersigned agrees
that for a period of 180 days after the date of the final prospectus relating
to the Offering the undersigned will not, without the prior written consent of
the Representatives, (i) sell, offer to sell, contract or agree to sell,
hypothecate, pledge, grant any option to purchase or otherwise dispose of or
agree to dispose of, directly or indirectly, or file (or participate in the
filing of) a registration statement with the Securities and Exchange Commission
(the Commission) in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder with
respect to, any Common Stock of the Company or any securities convertible into or
exercisable or exchangeable for Common Stock, or warrants or other rights to
purchase Common Stock, (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock, or warrants or other rights to purchase Common
Stock, whether any such transaction is to be settled by delivery of Common
Stock or such other securities, in cash or otherwise, or (iii) publicly
announce an intention to effect any transaction specified in clause (i) or
(ii).  The foregoing sentence shall not
apply to (a) the registration of or sale to the Underwriters of any Common
Stock pursuant to the Offering and the Underwriting Agreement, (b) bona fide
gifts, provided the recipient thereof agrees in writing with the Underwriters
to be bound by the terms of this Lock-Up Letter Agreement and confirms that he,
she or it has been in compliance with the terms of this Lock-Up Letter
Agreement since the date hereof, (c) on death by will or intestacy, (d)
dispositions to the undersigneds immediate family or to any trust, partnership
or other entity for the direct or indirect benefit of the undersigned and/or
the immediate family of the undersigned, provided that such trust, partnership
or other entity agrees in writing with the Underwriters to be bound by the
terms of this Lock-Up Letter Agreement and confirms that it has been in
compliance with the terms of this Lock-Up Letter Agreement since the date
hereof or (d) pursuant to a court order or settlement agreement approved by a
court of competent jurisdiction.  A-1 
   In addition,
the undersigned hereby waives any rights the undersigned may have to require
registration of Common Stock in connection with the filing of a registration
statement relating to the Offering.  The
undersigned further agrees that, for a period of 180 days after the date of the
final prospectus relating to the Offering, the undersigned will not, without
the prior written consent of the Representatives, make any demand for, or
exercise any right with respect to, the registration of Common Stock of the
Company or any securities convertible into or exercisable or exchangeable for
Common Stock, or warrants or other rights to purchase Common Stock.  If
(i) the Company notifies you in writing that it does not intend to proceed
with the Offering, (ii) the registration statement filed with the
Securities and Exchange Commission with respect to the Offering is withdrawn or
(iii) for any reason the Underwriting Agreement shall be terminated prior
to the time of purchase (as defined in the Underwriting Agreement), this
Lock-Up Letter Agreement shall be terminated and the undersigned shall be
released from its obligations hereunder.  Yours very truly,Name:  A-2 
   Exhibit B  Form of Opinion of Skadden, Arps, Slate,
Meagher & Flom LLP  June 21,
  2004   Merrill Lynch,
Pierce, Fenner & Smith Incorporated 4 World
Financial Center 250 Vesey
Street New York, New
York 10080  UBS Securities
LLC 299 Park
Avenue New York, New
York 10171 as Representatives of the several Underwriters listed on Schedule A
to the Underwriting Agreement  Re: ADESA, Inc. Initial Public Offering  Ladies and
Gentlemen:  We have acted as special counsel to ALLETE, Inc., a Minnesota
corporation (the Parent), in connection with the Underwriting Agreement,
dated June 15, 2004 (the Underwriting Agreement), between you, as
representatives of the several Underwriters named therein (the Underwriters),
and ADESA, Inc., a Delaware corporation (the Company), relating to the sale
by the Company to the Underwriters of (a) 6,250,000 shares (the Firm Shares)
of the Companys common stock, par value $0.01 per share (the Common Stock),
and (b) up to an additional 937,500 shares of Common Stock (the Option
Shares) at the Underwriters option, to cover over-allotments. The Firm Shares
and the Option Shares are collectively referred to herein as the Securities.  This opinion is being furnished pursuant to Section 7(a) of the
Underwriting Agreement.  In rendering the opinions set forth herein, we have examined and relied
on originals or copies of the following:  B-1 
   (a)the
registration statement on Form S-1 (File No. 333-113499) of the Company
relating to the Securities filed with the Securities and Exchange Commission
(the Commission) on March 11, 2004 under the Securities Act of 1933, as
amended (the Securities Act), Pre-Effective Amendments No. 1 through No. 4
thereto (such registration statement, as so amended and declared effective,
being hereinafter referred to as the Registration Statement);  (b)the
final prospectus, dated June 16, 2004, relating to the Securities in the
form filed with the Commission pursuant to Rule 424(b) of the General
Regulations under the Securities Act (the Rules and Regulations) (such final
prospectus being hereinafter referred to as the Prospectus);  (c)an
executed copy of the Underwriting Agreement;  (d)the
specimen certificate evidencing the Common Stock, filed as an exhibit to the
Registration Statement;  (e)the
Amended and Restated Certificate of Incorporation of the Company, as certified
by the Secretary of State of the State of Delaware (the Certificate of
Incorporation);  (f)the
By-Laws of the Company, as certified by Karen C. Turner, Esq., Secretary of the
Company (the By-Laws);  (g)resolutions
of the Board of Directors of the Company, adopted March 8, 2004, and
resolutions of the Pricing Committee thereof, adopted June 15, 2004, as
certified by Karen C. Turner, Esq., Secretary of the Company;  (h)the
certificate of David G. Gartzke, Chairman, President and Chief Executive
Officer of the Company, and Cameron C. Hitchcock, Vice President and Chief
Financial Officer of the Company, dated the date hereof, a copy of which is
attached as Exhibit A hereto (the Companys Certificate);  (i)the
certificate of Karen C. Turner, Esq., Secretary of the Company, dated the date
hereof;  B-2 
   (j)copies
of each of the Applicable Contracts (as defined below);  (k)a
certificate, dated June 17, 2004, and a facsimile bringdown thereof, dated
June 21, 2004, from the Secretary of State of the State of Delaware as to
the Companys existence and good standing in such jurisdiction (collectively,
the Delaware Certificates);  (l)certificates
(the Company Good Standing Certificates) from public officials in the
jurisdictions listed on Schedule I hereto as to the status of the Company
in each such jurisdiction; and  (m)certificates
(the Subsidiary Good Standing Certificates) from public officials in the
jurisdictions listed on Schedule II hereto as to the status of each
subsidiary of the Company listed on Schedule II hereto (each, a
Subsidiary and, collectively, the Subsidiaries) in each such jurisdiction.  We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and such
agreements, certificates and receipts of public officials, certificates of
officers or other representatives of the Company, the Parent and others, and
such other documents as we have deemed necessary or appropriate as a basis for
the opinions set forth below.  In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as facsimile, electronic, certified or photostatic
copies, and the authenticity of the originals of such copies. In making our
examination of executed documents, we have assumed that the parties thereto,
other than the Company, had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and the execution and delivery by
such parties of such documents and the validity and binding effect thereof on
such parties. As to any facts material to the opinions expressed herein that we
did not independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the  B-3 
   Company and
others and of public officials, including the facts set forth in the Companys
Certificate.  As used herein, (i) Applicable Contracts means those agreements and
instruments identified in Schedule III hereto; (ii) Applicable Laws
means the General Corporation Law of the State of Delaware (the DGCL) and
those laws, rules and regulations of the State of New York and those federal
laws, rules and regulations of the United States of America, in each case that,
in our experience, are normally applicable to transactions of the type
contemplated by the Underwriting Agreement (other than the United States
federal securities laws, state securities or blue sky laws, antifraud laws and
the rules and regulations of the National Association of Securities Dealers,
Inc.), but without our having made any special investigation as to the
applicability of any specific law, rule or regulation; (iii) Governmental Authorities
means any court, regulatory body, administrative agency or governmental body of
the State of Delaware, the State of New York or the United States of America
having jurisdiction over the Company under Applicable Laws; (iv) Governmental
Approval means any consent, approval, license, authorization or validation of,
or filing, qualification or registration with, any Governmental Authority
required to be made or obtained by the Company pursuant to Applicable Laws,
other than any consent, approval, license, authorization, validation, filing,
qualification or registration that may have become applicable as a result of
the involvement of any party (other than the Company) in the transactions
contemplated by the Underwriting Agreement or because of such parties legal or
regulatory status or because of any other facts specifically pertaining to such
parties; and (v) Applicable Orders means those judgments, orders or decrees
identified on Schedule IV hereto.  The opinions set forth below are subject to the following further
qualifications, assumptions and limitations:  (a)the
opinion set forth in paragraph 1 below with respect to the valid existence and
good standing of the Company is based solely upon the Delaware Certificates;  (b)the
opinion set forth in paragraph 2 below is based solely upon the Company Good
Standing Certificates;  B-4 
   (c)the
opinion set forth in paragraph 3 is based solely upon the Subsidiary Good
Standing Certificates;  (d)in
rendering the opinion set forth in paragraph 6 below, we have assumed that the
certificate evidencing the Securities will be manually signed by one of the
authorized officers of the transfer agent and registrar for the Common Stock
and registered by such transfer agent and registrar and will conform to the
specimen certificate examined by us evidencing the Common Stock;  (e)we
do not express any opinion as to the effect on the opinions expressed herein of
(i) the compliance or noncompliance of any party to the Underwriting Agreement
(other than with respect to the Company to the extent necessary to render the
opinions set forth herein) with any state, federal or other laws or regulations
applicable to it or them or (ii) the legal or regulatory status or the nature
of the business of any party (other than with respect to the Company to the
extent necessary to render the opinions set forth herein);  (f)in
rendering the opinion set forth in paragraph 11 below, we have assumed that the
certificates evidencing the Securities will be manually signed by one of the
authorized officers of the transfer agent and registrar for the Common Stock
and registered by such transfer agent and registrar and will conform to the
specimen certificate examined by us evidencing the Common Stock;  (g)in
rendering the opinion set forth in paragraph 10 below, we have relied solely on
the stock record books of the Company in determining the number of all issued
and outstanding shares of capital stock of the Company and have assumed that
the consideration recited in the resolutions of the Board of Directors of the
Company approving the issuance of all such shares has been received in full by
the Company; and  (h)we
note that certain of the Applicable Contracts are or may be governed by laws
other than the Applicable Laws; our opinions expressed herein are based solely
upon our understanding of the plain language of such agreement or instrument,
and we do not express any opinion with respect to the validity, binding  B-5 
   nature or
enforceability of any such agreement or instrument, and we do not assume any
responsibility with respect to the effect on the opinions or statements set
forth herein of any interpretation thereof inconsistent with such
understanding.  We do not express any opinion as to any laws other than Applicable Laws
and the federal laws of the United States of America to the extent referred to
specifically herein. Insofar as the opinions expressed herein relate to matters
governed by laws other than those set forth in the preceding sentence, we have
assumed, without having made any independent investigation, that such laws do
not affect any of the opinions set forth herein. The opinions expressed herein
are based on laws in effect on the date hereof, which laws are subject to
change with possible retroactive effect.  Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that:  1.The
Company has been duly incorporated and is validly existing in good standing
under the laws of the State of Delaware.  2.The
Company has the status set forth in Schedule I hereto set forth opposite
the jurisdictions listed in Schedule I hereto.  3.Each
of the Subsidiaries has the status set forth in Schedule II hereto set
forth opposite the jurisdictions listed in Schedule II hereto.  4.The
Company has the corporate power and corporate authority to execute and deliver
the Underwriting Agreement and to consummate the transactions contemplated
thereby.  5.The
Underwriting Agreement has been duly authorized, executed and delivered by the
Company.  6.The
Securities have been duly authorized by the Company and, when delivered to and
paid for by the Underwriters in accordance with the terms of the Underwriting
Agreement, will be validly issued, fully paid and nonassessable and free and
clear of any preemptive rights or  B-6 
   any similar rights arising under the DGCL, the Certificate of
Incorporation or the By-Laws or any Applicable Contract.  7.The
execution and delivery by the Company of the Underwriting Agreement and the
consummation by the Company of the transactions contemplated thereby, including
the issuance and sale of the Securities, do not and will not (i) conflict with
the Certificate of Incorporation or By-Laws, (ii) constitute a violation of, or
a breach or default under (nor constitute any event, which with notice, lapse
of time or both, would result in any breach of or constitute a default under),
the terms of any Applicable Contract or (iii) violate or conflict with, or
result in any contravention of, any Applicable Law or any Applicable Order. We
do not express any opinion, however, as to whether the execution, delivery or
performance by the Company of the Underwriting Agreement or the consummation of
the transactions contemplated thereby, including the issuance and sale of the
Securities, will constitute a violation of, or a default under, any covenant,
restriction or provision with respect to financial ratios or tests or any
aspect of the financial condition or results of operations of the Company or
any of its subsidiaries.  8.No
Governmental Approval, which has not been obtained or taken and is not in full
force and effect, is required to authorize, or is required for, the execution
or delivery of the Underwriting Agreement by the Company or the consummation by
the Company of the transactions contemplated thereby.  9.To
our knowledge, there are no contracts or other documents which are required to
be filed as exhibits to the Registration Statement by the Securities Act or by
the Rules and Regulations which have not been filed as required.  10.The
Company has authority to issue 500,000,000 shares of Common Stock and 500,000
shares of preferred stock (the Authorized Capital Stock). The 88,600,000
shares of Common Stock shown by the Companys stock record books as being
issued and outstanding immediately  B-7 
   prior to the date hereof (the Issued Common Stock) have been duly
authorized and are validly issued and are fully paid and non-assessable. Except
as described in the Prospectus, the Authorized Capital Stock, including the
Issued Common Stock, is free and clear of any preemptive rights or any similar
rights arising under the Certificate of Incorporation, the By-Laws or the
Applicable Contracts.  11.The
form of certificate used to evidence the Common Stock complies in all material
respects with the applicable requirements of the Certificate of Incorporation
and By-Laws, the DGCL and the rules of the New York Stock Exchange.  12.The
Company is not and, solely after giving effect to the offering and sale of the
Securities and the application of the proceeds thereof as described in the
Prospectus, will not be an investment company, as such term is defined in the
Investment Company Act of 1940.  13.The
statements in the Prospectus under the caption Description of Capital Stock
and The Transactions, insofar as such statements purport to summarize certain
provisions of the Certificate of Incorporation, the By-Laws and the Applicable
Contracts, fairly summarize such provisions in all material respects.  14.The
statements in the Prospectus under the caption Certain United States Federal
Tax Consequences to Non-United States Holders, insofar as such statements
purport to summarize certain provisions of the U.S. Internal Revenue Code of
1986, as amended, and applicable Treasury regulations issued thereunder
referred to therein, fairly summarize such provisions in all material respects.  This letter is furnished only to you as representatives of the
Underwriters and is solely for your benefit and the benefit of the other
Underwriters in connection with the closing occurring today and the offering
of the Securities, in each case pursuant to the Underwriting Agreement. Without
our prior written consent, this letter may not be used, circulated, quoted or
otherwise referred to for any other purpose or relied upon by, or assigned to,
any other person for any purpose,  B-8 
   including any
other person that acquires Securities or that seeks to assert your rights in
respect of this letter (other than your successor in interest by means of
merger, consolidation or other similar transaction).  Very truly
  yours,  B-9 
   Schedule I   Jurisdiction
  
  Certificate
  
  Corporate StatusIndiana
  
  Certificate
  of Authorization
  
  authorized
  to transact business  B-10 
   Schedule II  Company
  
  Jurisdiction
  
  Certificate
  
  Corporate StatusADESA
  California, LLC
  
  California
  
  Certificate
  of Good Standing
  
  Good Legal
  StandingFranchise
  Tax Board
  
  Good
  StandingADESA
  Properties Canada Inc.
  
  Delaware
  
  Certificate
  of Secretary of State
  
  Good
  StandingADESA
  Properties, Inc.
  
  Delaware
  
  Certificate
  of Secretary of State
  
  Good
  StandingADESA Texas,
  Inc.
  
  Texas
  
  Certificate
  of Secretary of State
  
  Articles of
  Incorporation and other documents are filedCertificate
  of Account Status
  
  Good
  StandingAuto Dealers
  Exchange of Concord, LLC
  
  Massachusetts
  
  Certificate
  of Secretary of the Commonwealth
  
  Legal
  ExistenceADESA
  Arkansas, LLC
  
  Delaware
  
  Certificate
  of Secretary of State
  
  Duly Formed,
  Good Standing   B-11 
   Schedule III  Applicable Contracts  Underwriting
Agreement relating to the initial public offering of ADESA, Inc.s 7 5/8 %
Senior Subordinated Notes due 2012, dated as of June 16, 2004, by and
among ADESA, Inc., UBS Securities LLC and Merrill Lynch, Pierce, Fenner &
Smith Incorporated.  Indenture,
dated as of June 21, 2004 between ADESA, Inc. and LaSalle Bank, National
Association, as trustee.  Agreement and
Plan of Merger, dated as of May 24, 2004, between ADESA Corporation and ADESA,
Inc.  Participation
Agreement, dated as of March 31, 2000, among Asset Holdings III, L.P., as
Lessor, ADESA Corporation, as Lessee, SunTrust Bank, as Credit Bank, and
Cornerstone Funding Corporation I, as Issuer.  Lease
Agreement, dated as of March 31, 2000, between Asset Holdings III, L.P.,
as Lessor, and ADESA Corporation, as Lessee.  Reimbursement
Agreement, dated as of March 31, 2000, between SunTrust Bank, as Credit
Bank, and Asset Holdings III, L.P., as Lessor.  Appendix I to
Participation Agreement, Lease Agreement and Reimbursement Agreement, all which
are dated as of March 31, 2000, relating to the Lease Financing for ADESA
Corporation Auto Auction Facilities.  Assignment of
Lease and Rents (without Exhibit A) entered into as of March 31, 2000, by
and between Asset Holdings III, L.P., as Lessor, and SunTrust Bank, as Credit
Bank  Limited
Guaranty of Minnesota Power, Inc. (now ALLETE), dated as of March 31,
2000, relating to the Lease Financing for ADESA Corporation Auto Auction
Facilities.  Agreement for
Assignment of Partnership Interest in Asset Holdings III, L.P., dated
June 30, 2003 by and among ADESA Corporation, Realty Facility Holding I,
L.L.C. and Realty Facility Investments, L.L.C.   B-12 
   Trust
Indenture between Development Authority of Fulton County and SunTrust Bank, as
Trustee, dated as of December 1, 2002.  Bond Purchase
Agreement, dated December 1, 2002, for the Development Authority of Fulton
County Taxable Economic Development Revenue Bonds (ADESA Atlanta, LLC Project)
Series 2002.  Lease
Agreement between Development Authority of Fulton County and ADESA  Atlanta, LLC,
dated as of December 1, 2002.  Amended and
Restated Receivables Purchase Agreement dated as of May 31, 2002, among AFC
Funding Corporation, as Seller, Automotive Finance Corporation, as Servicer,
Fairway Finance Corporation, as Initial Purchaser, BMO Nesbitt Burns Corp., as
Initial Agent and as Purchaser Agent for Fairway Finance Corporation and XL
Capital Assurance Inc., as Insurer.  Amended and
Restated Purchase and Sale Agreement dated as of May 31, 2002, between AFC
Funding Corporation and Automotive Finance Corporation.  Administrative
and General Services Agreement, dated April 4, 1996, between ALLETE, Inc.
and ADESA Corporation.  ADESA, Inc.
2004 Equity and Incentive Plan.  ADESA, Inc.
Director Compensation Plan.  ADESA, Inc.
Director Compensation Deferral Plan.  Credit
Agreement among ADESA, Inc., as Borrower, the Guarantors party thereto, as
Subsidiary Guarantors, the Lenders party thereto and UBS Securities LLC and
Merrill Lynch & Co., as Joint Lead Arrangers and Co-Bookmanagers, Bank One,
N.A., General Electric Capital Corporation, Keybank National Association,
Suntrust Bank and U.S. Bank National Association as Co-Documentation Agents,
Merrill Lynch & Co., as Syndication Agent, UBS AG, Stamford Branch, as
Issuing Bank, Administrative Agent and Collateral Agent, and UBS Loan Finance
LLC as Swingline Lender.  Second Amended
and Restated Receivables Purchase Agreement among AFC Funding Corporation as
Seller, Automotive Finance Corporation as Servicer, Fairway Finance Company,
LLC and such other entities from time to time as may become Purchasers
thereunder, Harris Nesbitt Corp., as the Initial Agent and as Purchaser   B-13 
   Agent for
Fairway Finance Company, LLC and XL Capital Assurance, Inc., as Insurer.  Amendment No.
1 to Amended and Restated Purchase and Sale Agreement between AFC Funding Corporation
and Automotive Finance Corporation.  Master
Separation Agreement, dated as of June 4, 2004, between ALLETE, Inc. and
ADESA, Inc.  Tax Sharing
Agreement, dated as of June 4, 2004, between ALLETE, Inc. and ADESA, Inc.  Employee and
Director Matters Agreement, dated as of June 4, 2004, between ALLETE, Inc.
and ADESA, Inc.  Aircraft Joint
Ownership Agreement, dated as of June 4, 2004, between ALLETE, Inc. and
ADESA, Inc.  B-14 
   Schedule IV  Applicable Orders  None.  B-15 
   Exhibit C  [Form of
Opinion of Kaplan Strangis and Kaplan]  We have acted
as special counsel to ALLETE, Inc., a Minnesota corporation, the parent
corporation of ADESA, Inc., a Delaware corporation (the Company), in
connection with the Underwriting Agreement, dated June     , 2004 (the Underwriting Agreement), between
you (the Underwriters) and the Company, relating to the sale (a) to you of
6,250,000 shares (the Firm Shares) of the Companys common stock, par value
$0.01 per share (the Common Stock), and (b) up to an additional 937,000
shares of Common Stock (the Option Shares) at the Underwriters option, to
cover over-allotments.  The Firm Shares
and the Option Shares are collectively referred to herein as the Securities.  This letter is
being furnished pursuant to Section 7(a) of the Underwriting Agreement.  In the above
capacity, we have reviewed the registration statement on Form S-1 (File No.
333-113499) of the Company relating to the Securities and other securities of
the Company filed with the Securities and Exchange Commission (the
Commission) under the Securities Act of 1933 (the Securities Act) and
Amendments No. 1 through No. 4 thereto and the order declaring such registration
statement effective on June   , 2004
(such registration statement, as so amended and declared effective on June   , 2004, being hereinafter referred to as
the Registration Statement), and the final prospectus, dated June   , relating to the Securities in the form
filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations
(such final prospectus being hereinafter referred to as the Prospectus) and
such other documents as we deemed appropriate. 
The Registration Statement was declared effective under the Securities
Act at      p.m., on June   , 2004, and we have been orally advised by
the Commission that (i) no stop order suspending the effectiveness of the
Registration Statement has been issued and (ii) no proceedings for that purpose
have been instituted or are pending or threatened by the Commission.  In addition,
we have participated in conferences with officers and other representatives of
the Company, in-house counsel for the Company, representatives of the
independent accountants of the Company, Skadden, Arps, Slate, Meagher &
Flom LLP, special counsel to ALLETE, Inc. and you and Cahill Gordon &
Reindel LLP, your counsel, at which the contents of the Registration Statement
and the Prospectus and related matters were discussed.  We do not pass upon, or assume any
responsibility for, the accuracy, completeness or fairness of the statements
contained in the Registration Statement or the Prospectus and have made no
independent check or verification thereof.  On the basis
of the foregoing, no facts have come to our attention that have caused us to
believe that the Registration Statement, at the time it became effective,
contained an untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading or that the Prospectus, as of its date and as of the
date hereof, contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading (except that in each case we do not  C-1 
   express any view as to the
financial statements, schedules and other financial information included
therein or excluded therefrom or the exhibits to the Registration Statement).  C-2 
   Exhibit D  [Form of
Opinion of Karen Turner, Esq.]  June 21,
  2004   Merrill
Lynch, Pierce, Fenner & Smith
Incorporated 4 World Financial Center
250 Vesey Street
New York, New York 10080  UBS
Securities LLC 299
Park Avenue New
York, New York 10171
as Representatives of the several Underwriters listed on Schedule A to
the Underwriting Agreement  Re:          ADESA, Inc. Initial Public Offering  Ladies and Gentlemen:  We have acted as special
counsel to ALLETE, Inc., a Minnesota corporation (the Parent), in connection
with the Underwriting Agreement, dated June 15, 2004 (the Underwriting Agreement),
between you, as representatives of the several Underwriters named therein (the
Underwriters) and ADESA, Inc., a Delaware corporation (the Company),
relating to the sale  by the Company to
you of (a) 6,250,000 shares (the Firm Shares) of the Companys common stock,
par value $0.01 per share (the Common Stock), and (b) up to an additional
937,500 shares of Common Stock (the Option Shares) at the Underwriters
option, to cover over-allotments.  The
Firm Shares and the Option Shares are collectively referred to herein as the
Securities.  This letter is being
furnished pursuant to Section 7(a) of the Underwriting Agreement.  In the above capacity, we
have reviewed the registration statement on Form S-1 (File No. 333-113499) of
the Company relating to the Securities and other securities of the Company
filed with the Securities and Exchange Commission (the Commission) under the
Securities Act of 1933 (the Securities Act) and Amendments No. 1 through No.
4 thereto (such registration statement, as so   D-1 
   amended and declared effective on June 15,
2004, being hereinafter referred to as the Registration Statement), and the
final prospectus, dated June 16, relating to the Securities in the form filed
with the Commission pursuant to Rule 424(b) of the Rules and Regulations (such
final prospectus being hereinafter referred to as the Prospectus) and such
other documents as we deemed appropriate. 
The Registration Statement was declared effective under the Securities
Act at 2 p.m., on June 15, 2004, and we have been orally advised by the
Commission that (i) no stop order suspending the effectiveness of the
Registration Statement has been issued and (ii) no proceedings for that purpose
have been instituted or are pending or threatened by the Commission.  In addition, we have
participated in conferences with officers and other representatives of the
Company, the Parent, in-house counsel for the Parent, in-house counsel for the
Company, representatives of the independent accountants of the Company, Kaplan,
Strangis and Kaplan, P.A., special counsel to ALLETE, Inc., and you and Cahill
Gordon & Reindel LLP, your counsel, at which the contents of the
Registration Statement and the Prospectus and related matters were
discussed.  We do not pass upon, or assume
any responsibility for, the accuracy, completeness or fairness of the
statements contained in the Registration Statement or the Prospectus and have
made no independent check or verification thereof (except to the limited extent
referred to in paragraphs 13 and 14 of our opinion to you, dated the date
hereof).  On the basis of the
foregoing, (i) the Registration Statement, at the time it became effective, and
the Prospectus, as of its date, appeared on their face to be appropriately
responsive in all material respects to the requirements of the Securities Act
and the General Rules and Regulations under the Securities Act (except that in
each case we do not express any view as to the financial statements, schedules
and other financial information included therein or excluded therefrom or the
exhibits to the Registration Statement) and (ii) no facts have come to our
attention that have caused us to believe that the Registration Statement, at
the time it became effective, contained an untrue statement of a material fact
or omitted to state any material fact required to be stated therein or necessary
to make the statements therein not misleading or that the Prospectus, as of its
date and as of the date hereof, contained or contains an untrue statement of a
material fact or omitted or omits to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading (except that in each case we do not express any view
as to the financial statements, schedules and other financial information
included or incorporated by reference therein or excluded therefrom or the
exhibits to the Registration Statement).  This letter is furnished
only to you as representatives of the Underwriters and is solely for your and
the benefit of the other Underwriters benefit  D-2 
   in connection with the closing occurring
today and the offering of the Securities, in each case pursuant to the
Underwriting Agreement.  Without our
prior written consent, this letter may not be used, circulated, quoted or
otherwise referred to for any other purpose or relied upon by, or assigned to,
any other person for any purpose, including any other person that acquires
Securities or that seeks to assert your rights in respect of this letter (other
than your successor in interest by means of merger, consolidation, transfer of
a business or other similar transaction).   Very truly yours,  D-3 
   Exhibit E  Officers Certificate  1.I
have reviewed the Registration Statement and the Prospectus.  2.The
representations and warranties of the Company as set forth in the Underwriting
Agreement are true and correct as of the time of purchase and, if applicable,
the additional time of purchase.  3.The Company has
performed all of its obligations under the Underwriting Agreement as are to be
performed at or before the time of purchase and at or before the additional
time of purchase, as the case may be.  4.The
conditions set forth in paragraphs (f) and (g) of Section 6 of the
Underwriting Agreement have been met.  5.The financial
statements and other financial information included in the Registration
Statement and the Prospectus fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of,
and for, the periods presented in the Registration Statement.  E-1