Exhibit 1.2    ADESA, INC.   $125,000,000 % Senior Subordinated Notes due 2012   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), $125,000,000 aggregate
principal amount of the Companys 7-3/8% Senior Subordinated Notes due 2012
(the Notes), subject to the terms and conditions set forth
herein.  The Notes will be issued pursuant
to an indenture (the Indenture), to be dated the time of purchase (as
defined herein), between the Company and La Salle Bank National Association as
trustee (the Trustee).  Subsequent to
the Companys offering of the Notes, 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, the offering of
shares of its common stock, par value $.01 per share (the Shares), and
the Notes 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 and the Notes.  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 Notes. 
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 aggregate principal amount of Notes set forth opposite the name of such
Underwriter in Schedule A attached hereto, subject to adjustment in
accordance with Section 9 hereof, in each case at a purchase price of
97.75% of the principal amount thereof, plus accrued interest, if any.  The Company is advised by you that the
Underwriters intend (i) to make a public offering of the Notes as soon after
the effective date of the Registration Statement as in your judgment is
advisable and (ii) initially to offer the Notes upon the terms set forth in the
Prospectus.  2.             Payment and Delivery.  Payment of the purchase price for the Notes
shall be made to the Company by Federal Funds wire transfer, against delivery
of the Notes 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 18, 2004 (unless another time shall be agreed to by you
and the Company or unless postponed in accordance with the provisions of Section 9
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 Notes shall be made to you at the time of purchase in such names and in
such denominations as you shall specify.  3.             Denominations; Registration.  Certificates for the Notes shall be in such
denominations ($100,000 or integral multiples of $1,000 in excess thereof) and
registered in such names as the Underwriters may request in writing at least
one full business day before the time of purchase.  The certificates representing the Notes shall be made available
for examination and packaging by the Underwriters in The City of New York not
later than 10:00 A.M. on the last business day prior to the time of purchase.  Deliveries of
the documents described in Section 7 hereof with respect to the purchase of the
Notes 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 Notes.  4.             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 Notes 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, 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, 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, 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  2 
   Prospectus
will not, as of its date and at the 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 Notes 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,
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;  (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 Notes 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; 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  3 
   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 4(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 Indenture has
been duly authorized by the Company; the Notes have been duly authorized by the
Company; and when the Notes are duly authenticated by the Trustee and delivered
and paid for pursuant to this Agreement at the time of purchase, the Indenture
will have been duly executed and delivered by the Company, such Notes will have
been duly executed, authenticated, issued and delivered by the Company and will
conform to the description thereof contained in the Registration Statement and
the Prospectus and the Indenture and such Notes will constitute valid and
binding obligations of the Company, enforceable in accordance with their terms,
subject to bankruptcy, insolvency, reorganization or other similar laws
affecting the rights of creditors generally and general principles of equity
(whether applied by a court of law or equity);  (g)           this Agreement has
been duly authorized, executed and delivered by the Company;  (h)           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 Notes 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  4 
   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.  (i)            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 Notes or the
consummation by the Company of the transactions contemplated hereby or by the
Transaction Documents other than registration of the Notes 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 Notes are being
offered by the Underwriters;  (j)            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;  (k)           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;  (l)            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;  5 
   (m)          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;  (n)           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 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.  (o)           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;  (p)           the Company is not
and, after giving effect to the offering and sale of the Notes, 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);  (q)           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;  (r)            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  6 
   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 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;  (s)           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;  (t)            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  7 
   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 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);  (u)           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;  (v)           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;  (w)          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;  (x)            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;  (y)           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;  8 
   (z)            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 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;  (aa)         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;  (bb)         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;  (cc)         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;  (dd)         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 Notes; and  (ee)         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.  9 
   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 Notes 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.  5.             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
Notes 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 Notes; 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 Notes); and to promptly advise you of the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Notes 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 Notes, 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 Notes 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;  10 
   (e)           subject to Section
5(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 the delivery of a prospectus is required in
connection with the offering or sale of the Notes; 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 Notes 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 5(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 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;  (j)            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 holders of the Notes,
(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 Notes are listed,
except, in each case, to the extent such materials are available online from
the Commissions EDGAR system or otherwise;  (k)           to furnish to you as
early as practicable prior to the time of purchase, 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 7(b)
hereof;  (l)            to apply the net
proceeds from the sale of the Notes in the manner set forth under the caption
Use of Proceeds in the Prospectus;  11 
   (m)          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
Notes including any transfer taxes and stamp or similar duties payable upon the
sale, issuance or delivery of the Notes 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 Notes 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) the fees and disbursements of any
transfer agent or registrar for the Notes, (vi) 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 Notes 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 (vii) the performance of the Companys other obligations hereunder;  (n)           during the period
beginning from the date hereof and continuing until the time of purchase, not
to offer, sell, contract to sell, pledge, grant any option to purchase, make
any short sale or otherwise dispose of, except as provided hereunder, any
securities of the Company that are substantially similar to the Notes, without
the prior written consent of the Representatives;  (o)           to take all
reasonable action necessary to enable Standard & Poors Ratings Services, a
division of McGraw Hill, Inc. (S&P), and Moodys Investors Service
Inc. (Moodys) to provide their respective credit ratings of the
Notes; and  (p)           to cooperate with
the Underwriters and use its reasonable best efforts to permit the Notes to be
eligible for clearance and settlement through the facilities of DTC.  6.             Reimbursement of Underwriters
Expenses.  If the Notes are not
delivered for any reason other than the termination of this Agreement pursuant
to the fifth paragraph of Section 9 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 7(c), the Company shall,
in addition to paying the amounts described in Section 5(m) hereof, reimburse
the Underwriters for all of their out-of-pocket expenses, including the
reasonable, documented fees and disbursements of their counsel.  7.             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
and at the 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, opinions of Skadden, Arps, Slate,
Meagher & Flom LLP, Kaplan, Strangis and Kaplan, P.A., and Karen Turner,
Esq.  12 
   addressed to
the Underwriters, and dated the time of purchase, 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 A, Exhibit B and Exhibit C
hereto, respectively.  (b)           You shall have
received from PricewaterhouseCoopers LLP letters dated, respectively, the date
of this Agreement and the 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 the favorable opinion of Cahill Gordon &
Reindel LLP, counsel for the Underwriters, dated the time of purchase, 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 (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.  (g)           Between the time of
execution of this Agreement and the time of purchase, 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 deliver to you a certificate of its Chief Executive
Officer and its Chief Financial Officer in the form attached as Exhibit D
hereto.  (i)            At the time of
purchase, the Notes shall be rated at least B2 by Moodys and B by S&P,
and the Company shall have delivered to the Underwriters a letter dated on or
prior to the time of purchase, from each such rating agency, or other evidence
satisfactory to the Underwriters, confirming that the Notes have such ratings.  (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 as you may reasonably request.  8.             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  13 
   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 Notes, 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 Notes 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 Notes 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 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 8, the Company and each other Underwriter
shall be notified promptly in writing.  If the sale to
the Underwriters of the Notes, 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 5(m), 6 and 10 hereof), and the Underwriters shall be under no
obligation or liability to the Company 
under this Agreement (except to the extent provided in Section 10
hereof) or to one another hereunder.  9.             Increase in Underwriters
Commitments.  Subject to Sections 7
and 8 hereof, if any Underwriter shall default in its obligation to take up and
pay for the Notes to be purchased by it hereunder (otherwise than for a failure
of a condition set forth in Section 7 hereof or a reason sufficient to justify
the termination of this Agreement under the provisions of Section 8 hereof) and
if the number of Notes which all Underwriters so defaulting shall have agreed
but failed to take up and pay for does not exceed 10% of the aggregate
principal amount of the Notes, the non-defaulting Underwriters shall take up
and pay for (in addition to the aggregate principal amount of Notes they are
obligated to purchase pursuant to Section 1 hereof) the principal amount
of Notes agreed to be purchased by all such defaulting Underwriters, as
hereinafter provided.  Such Notes shall
be taken up and paid for by such non-defaulting Underwriters in  14 
   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 Notes shall be taken up and
paid for by all non-defaulting Underwriters pro rata in proportion to the
aggregate principal amount of Notes 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
Notes hereunder unless all of the Notes 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 9 with like effect as if such
substituted Underwriter had originally been named in Schedule A.  If the
aggregate principal amount of Notes which the defaulting Underwriter or
Underwriters agreed to purchase exceeds 10% of the aggregate principal amount of
Notes 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 of the Notes
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
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.  10.           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 10 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  15 
   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 Notes 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 Notes 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 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.  16 
   (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 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.  17 
   (c)           If
the indemnification provided for in this Section 10 is unavailable to an
indemnified party under subsections (a) and (b) of this Section 10 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 Notes 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 principal amount of the
Notes.  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 10 were determined by pro rata allocation
(even if the Underwriters were 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 10, no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Notes underwritten by such Underwriter
and distributed to the public were offered to the public exceeds the amount of
any damages 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 10 are
several in proportion to their respective underwriting commitments and not
joint.  (e)           The
indemnity and contribution agreements contained in this Section 10 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
Notes.  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 Notes, or in connection with the Registration Statement or the
Prospectus.  18 
   11.           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 4th, 5th and 6th 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
4 and 10 hereof.  12.           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.  13.           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.  14.           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, 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 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.  15.           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 10 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.  16.           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.  19 
   17.           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.  18.           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.  20 
   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  21 
   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 LLC   By:
  /s/ Walter HulseTitle: 
  Managing DirectorBy:
  /s/ Andrew SinclairTitle: 
  Associate Director  22 
   SCHEDULE A  Underwriter
  
  Aggregate
  Principal
  Amount of NotesUBS SECURITIES LLC
  
  46,875,000MERRILL LYNCH, PIERCE, FENNER & SMITH
  
  46,875,000INCORPORATEDABN AMRO INCORPORATED
  
  6,250,000BANC ONE CAPITAL MARKETS, INC.
  
  6,250,000HARRIS NESBITT CORP.
  
  6,250,000BNP PARIBAS SECURITIES
  
  2,500,000PIPER JAFFRAY & CO
  
  5,000,000WELLS FARGO SECURITIES, LLC
  
  5,000,000Total
  
  125,000,000  
   Exhibit A  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. Senior Subordinated Notes  Ladies and
Gentlemen:  I am the Senior Vice President and General Counsel of ADESA, Inc., a
Delaware corporation (the Company), and I am familiar with the subsidiaries
of the Company listed on Schedule I hereto (each, an Opinion Party and
collectively, the Opinion Parties).  This opinion is being delivered pursuant to Section 7(a) of the
Underwriting Agreement (as defined below). All defined terms contained herein
and not otherwise defined shall have the meanings given such terms in the
Underwriting Agreement.  In rendering the opinions set forth herein, I have examined and relied
on originals or copies of the following:  (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  A-1 
   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 Rules and
Regulations (such final prospectus being hereinafter referred to as the
Prospectus);  (c)the
documents filed by ALLETE, Inc., the sole stockholder of the Company, pursuant
to the Securities Exchange Act of 1934;  (d)an
executed copy of the Underwriting Agreement, dated June 16, 2004 (the
Underwriting Agreement), between you, as representatives of the several
Underwriters named therein (the Underwriters), and the Company, relating to
the sale by the Company to the Underwriters of $125 million aggregate principal
amount of the Companys 7 5/8 % Senior Subordinated Notes due 2012 (the
Securities);  (e)a
form of the Securities;  (f)an
executed copy of the Indenture;  (g)the
Statement of Eligibility and Qualification under the Trust Indenture Act of
1939, as amended (the Trust Indenture Act), on Form T-1, of the Trustee (the
Form T-1);  (h)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);  (i)the
By-Laws of the Company, as certified by Karen C. Turner, Secretary of the
Company (the By-Laws);  (j)resolutions
of the Board of Directors of the Company, adopted  A-2 
   March 8,
2004, and resolutions of the Pricing Committee thereof, adopted June 16,
2004, as certified by Karen C. Turner, Secretary of the Company;  (k)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);  (l)the
certificate of Karen C. Turner, Secretary of the Company, dated the date
hereof;  (m)          copies of each of the
Applicable Contracts (as defined below);  (n)a
certificate, dated on or about Karen C. Turner, from theSecretary of Stateof the state of organization of each
Opinion Party as to each Opinion Partys existence and good standing in such
state; and  (o)such
other documents and certificates of public officials as I have deemed necessary
to render the opinions expressed below.  In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as facsimile, electronic, certified or photostatic
copies, and the authenticity of the originals of such copies. In making my
examination of executed documents, I have assumed that the parties thereto,
other than the Company and the Opinion Parties, 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 I did not independently establish or verify, I
have relied upon statements and representations of officers and other
representatives of the Company and the Opinion Parties and others and of public
officials.  A-3 
   The Underwriting Agreement, the Securities and the Indenture are
referred to herein collectively as the Transaction Documents. As used herein,
(i) Applicable Contracts means those agreements or instruments identified in
Schedule II hereto; (ii) Applicable Laws means the Indiana Corporate
Code and the federal laws, rules and regulations of the United States of
America, in each case that, in my 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 my 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 Indiana or the United States of
America having jurisdiction over the Opinion Parties 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 Opinion Parties
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
Opinion Parties) 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 III
hereto.  The opinions set forth below are subject to the following further
qualifications, assumptions and limitations:  I 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) 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 and the Opinion Parties).  I do not express any opinion as to any laws other than Applicable Laws
to the extent referred to specifically herein. Insofar as the opinions
expressed   A-4 
   herein relate
to matters governed by laws other than those set forth in the preceding sentence,
I 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, I am of the
opinion that:  1.Each
of the Opinion Parties has been duly organized under the laws of its jurisdiction
of organization. Each Opinion Party is validly existing and in good standing
(to the extent such concept is applicable in the applicable jurisdiction) under
the laws of its jurisdiction of organization. The Company and each Opinion
Party is qualified and in good standing (to the extent such concept is
applicable in the applicable jurisdiction) to do business in every jurisdiction
where such qualification is required, except in such jurisdictions where the
failure to so qualify or be in good standing, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.  2.All
of the outstanding shares of capital stock of each of the Opinion Parties have
been duly authorized and validly issued, are fully paid and non-assessable; all
of the outstanding shares of capital stock of the Opinion Parties are owned,
directly or indirectly, by the Company and free and clear of all security
interests, liens, encumbrances and adverse claims, except for the pledges of
stock of the Opinion Parties pursuant to the Credit Agreement described on
Schedule II hereto; and, to my knowledge, 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 Opinion Parties are outstanding.  3.The
execution and delivery by the Company of the Transaction Documents and the
consummation by the Company of the transactions contemplated thereby, including
the issuance and sale of the  A-5 
   Securities, will not (i) 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 (ii) violate or conflict with, or result in any
contravention of, any Applicable Law or any Applicable Order.  4.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 in connection with,
the execution or delivery of the Underwriting Agreement by the Company or the
consummation by the Company of the transactions contemplated thereby.  5.To
my 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.  6.To
my knowledge, there are no legal or governmental proceedings pending to which
the Company or any of the Opinion Parties or any of their respective directors
or officers is a party or to which any of their respective properties is
subject that are required to be disclosed in the Prospectus pursuant to Item
103 of Regulation S-K or the Rules and Regulations that are not so disclosed.  This letter is furnished only to you and is solely for your benefit in
connection with the closing occurring today and the offering of the Securities,
in each case pursuant to the Underwriting Agreement. Without my 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 or other similar
transaction).  A-6 
    Very truly
  yours,    A-7 
   Schedule I  Opinion Parties  A.D.E. of
Ark-La-Tex, Inc. (Louisiana) A.D.E. of
Knoxville, LLC (Tennessee) ADESA
Ark-La-Tex, LLC (Louisiana) ADESA Atlanta,
LLC (New Jersey) ADESA
Birmingham, LLC (Alabama) ADESA
Charlotte, LLC (North Carolina) ADESA
Colorado, LLC (Colorado) ADESA
Corporation, LLC (Indiana) ADESA Des
Moines, LLC (Iowa) ADESA Florida,
LLC (Florida) ADESA
Indianapolis, LLC (Indiana) ADESA Lansing,
LLC (Michigan) ADESA
Lexington, LLC (Kentucky) ADESA Mexico,
LLC (Indiana) ADESA
Missouri, LLC (Missouri) ADESA New
Jersey, Inc. (New Jersey) ADESA Ohio,
LLC (Ohio) ADESA
Oklahoma, LLC (Oklahoma) ADESA
Pennsylvania, Inc. (Pennsylvania) ADESA Phoenix,
LLC (New Jersey) ADESA-South
Florida, LLC (Indiana) ADESA Southern
Indiana, LLC (Indiana) ADESA
Washington, LLC (Washington) ADESA
Wisconsin, LLC (Wisconsin) Auto Banc
Corporation (New Jersey) Auto Dealers
Exchange of Memphis, LLC (Tennessee) Automotive
Finance Corporation (Indiana) Automotive
Recovery Services, Inc. (Indiana) AutoVIN, Inc.
(Indiana) ComSearch,
Inc. (Rhode Island) IRT
Receivables Corp. (Indiana) PAR, Inc.
(Indiana)  A-8 
   Schedule II  Applicable Contracts  Underwriting
Agreement relating to the initial public offering of ADESA, Inc.s common
stock, par value $.01 per share, dated as of June 15, 2004, by and among
ADESA, Inc., UBS Securities LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.  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.  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  A-9 
   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.  Retention and
Severance Agreement by and between ADESA Corporation and Cameron C. Hitchcock,
dated January 5, 2004.  Credit
Agreement among ADESA, Inc., as Borrower (the Credit Agreement), 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 Agent
for Fairway Finance Company, LLC and XL Capital Assurance, Inc., as Insurer.  A-10 
   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.  A-11 
   Schedule III  Applicable Orders  None.  A-12 
   Exhibit B  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 to you of $125 million
aggregate principal amount of the Companys   % Senior Subordinated
Notes due 2012, to be issued under the Indenture (the Indenture), dated as of
June   , 2004, between the Company and LaSalle Bank National
Association, as Trustee (the Trustee).  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 pursuant to
Section 309 of the Trust Indenture Act of 1939, the Indenture Act has been
qualified under 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 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, including the Statement of Eligibility on Form T-1).  We advise you that certain partners of this Firm are officers of the
Company.  B-1 
   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 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).  B-2 
    Exhibit C  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. Public Offering of Senior
Subordinated Notes  Ladies and Gentlemen:  I am the
Senior Vice President and General Counsel of ADESA, Inc., a Delaware
corporation (the Company), in connection with the Underwriting Agreement,
dated June 16, 2004 (the Underwriting Agreement), between you (the Underwriters)
and the Company, relating to the sale to you of $125 million aggregate
principal amount of the Companys 7 5/8 % Senior Subordinated Notes due 2012
(the Securities), to be issued under the Indenture (the Indenture), dated
as of June 21, 2004 between the Company and LaSalle Bank National Association,
as Trustee (the Trustee).  This letter is
being furnished pursuant to Section 7(a) of the Underwriting Agreement.  In the above
capacity, I 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 (such registration statement, as so
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 I
deemed appropriate.  The Registration
Statement was declared effective under the Securities Act at 2 p.m., on June
15, 2004, and, pursuant to Section 309 of the Trust Indenture Act of 1939 (the
Trust Indenture Act), the Indenture has been qualified under the Trust  C-1 
   Indenture Act, and I 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, I
have participated in conferences with officers and other representatives of the
Company, representatives of the independent accountants of the Company,
Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to ALLETE, Inc.,
Kaplan, Strangis and Kaplan, P.A., special counsel to ALLETE, Inc., you and
Cahill Gordon & Reindel LLP, your counsel, at which the contents of the
Registration Statement and the Prospectus and related matters were discussed.  On the basis
of the foregoing, no facts have come to my attention that have caused me 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 I 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,
including the Statement of Eligibility on Form T-1).  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 in connection with the
closing occurring today and the offering of the Securities, in each case
pursuant to the Underwriting Agreement. 
Without  my 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,Karen C.
  Turner, Esq.  C-2 
   Exhibit D  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.  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.  4.The conditions
set forth in paragraphs (f) and (g) of Section 7 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.  D-1