**EXHIBIT 10.7**

**AMENDMENTNO. 1**

THIS AMENDMENT NO. 1, dated as of October 10,2006 (“Amendment No. 1”) by and among ADESA, INC., a Delawarecorporation (the “Borrower”), certain subsidiaries of the Borrower, asguarantors (collectively, the “Subsidiary Guarantors”), the lenders from time to time parties thereto(collectively, the “Lenders”), BANK OF AMERICA, N.A., asadministrative agent (in such capacity, the “Administrative Agent”), theSwing Line Lender and the L/C Issuer tothe Amended and Restated Credit Agreement, dated as of July 25, 2005, assupplemented, amended and modified (the “Credit Agreement”) among theBorrower, the Subsidiary Guarantors, the Lenders, the Administrative Agent,Swing Line Lender, L/C Issuer and Collateral Agent and certain other agentsparties thereto.  Capitalized terms usedand not otherwise defined herein shall have the meanings assigned to such termsin the Credit Agreement (the Credit Agreement, as amended by, and togetherwith, this Amendment No. 1, and as hereinafter amended, modified, extended orrestated from time to time, being called the “Amended Agreement”).

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

**WHEREAS**, the Borrower has requested certainamendments to its existing covenants under the Credit Agreement; and

**WHEREAS**, the parties hereto have agreed, subject tothe terms and conditions hereof, to amend and modify the Credit Agreement asprovided herein;

**NOW THEREFORE**, for good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties heretohereby agree as follows:

**ARTICLE IAMENDMENTS**

Effective as of the Agreement Effective Date(defined below), the Credit Agreement is hereby amended as follows:

**1.01        Amendments to Section1.01**.  (a)  Section 1.01 is hereby amended by adding thefollowing definitions in the appropriate alphabetical order:

““ExcludedSubsidiary” means any Subsidiary of the Borrower which has assets with bookvalue of less than $5,000,000 as of the date on which the Borrower delivers thecertificate required pursuant to Section 5.01(f) or has revenues of lessthan $5,000,000 as of the date on which the Borrower delivers the certificaterequired pursuant to Section 5.01(f); provided, however,the aggregate book value of assets for all Excluded Subsidiaries shall not exceed$30,000,000 as of any date on which the Borrower delivers the certificaterequired pursuant to Section 5.01(f) and the aggregate amount ofrevenues for all Excluded Subsidiaries shall not exceed $30,000,000 as of any dateon which the Borrower delivers the certificate required pursuant to Section5.01(f).”

““FirstAmendment Effective Date” means July 3, 2006.”

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**1.02        Amendments to AffirmativeCovenants in Article V. **(a) Section5.01 is hereby amended by changing subsection “(f)” to subsection “(g)” and byadding a new subsection (f) immediately after subsection (e) of Section 5.01 toread as follows:

“(f)          Certificate Concerning ExcludedSubsidiaries.  (i) Concurrently withany delivery of financial statements under Section 5.01(a) or (b)above and (ii) within 15 days of the creation or acquisition of any Subsidiaryof any Loan Party, a certificate of a Financial Officer of the Borrowercertifying as of such date (A) the name and jurisdiction of organization ofsuch Subsidiary, (B) certification of such Subsidiary as an Excluded Subsidiaryor a Subsidiary subject to the requirements of Section 5.11, and (C)that no Default has occurred and is continuing or has resulted by reason ofsuch designation, including pursuant to Section 6.04, together with aschedule demonstrating in reasonable detail the calculations used to determinecompliance.”

(b)           Section 5.11 is hereby amended by adding,immediately following “With respect to any person that is or becomes aWholly-Owned Subsidiary of any Loan Party after the Closing Date,” “if suchperson is not an Excluded Subsidiary,” so that Section 5.11 reads as follows:

**Section 5.11**   **Additional Collateral;Additional Subsidiary Guarantors**.  With respectto any person that is or becomes a Wholly-Owned Subsidiary of any Loan Partyafter the Closing Date, if such person is not an Excluded Subsidiary, promptly(and in any event within 30 days after such person becomes a Subsidiary) (a)execute and deliver to the Administrative Agent and the Collateral Agent suchamendments or supplements to the relevant Pledge Agreements or such otherdocuments as the Administrative Agent or the Collateral Agent shall deemnecessary or advisable to grant to the Collateral Agent, for its benefit andfor the benefit of the other Secured Parties, a Lien on the Equity Interests ofsuch new Subsidiary (or, in the case of any Foreign Subsidiary, EquityInterests representing 65% of the total voting power of all outstanding VotingStock of such Subsidiary) subject to no Liens other than Permitted Liens, (b)take all actions necessary to cause such Lien to be duly perfected to theextent required by such Pledge Agreement in accordance with all applicableRequirements of Law, including (i) the delivery to the Collateral Agent of thecertificates, if any, representing all of the Equity Interests of suchSubsidiary owned by a Loan Party (or, in the case of any Foreign Subsidiary,Equity Interests representing 65% of the total voting power of all outstandingVoting Stock of such Subsidiary), together with undated stock powers or otherappropriate instruments of transfer executed and delivered in blank by a dulyauthorized officer of the holder(s) of such Equity Interests, and (ii) thefiling of financing statements in such jurisdictions as may be reasonablyrequested by the Administrative Agent, (c) cause each new Subsidiary that is aDomestic Subsidiary to execute a Joinder Agreement or such comparabledocumentation to become a Subsidiary Guarantor, (d) in the event such newSubsidiary is a Domestic Subsidiary and owns any Equity Interests of anotherSubsidiary (or at such time as such new Subsidiary that is a DomesticSubsidiary acquires any Equity Interests of another Subsidiary), cause such newSubsidiary to (A) execute a joinder agreement to the applicable Pledge Agreement,substantially in the form annexed thereto or, in the case of a ForeignSubsidiary, execute a pledge agreement compatible with the laws of such ForeignSubsidiary’s jurisdiction in form and substance reasonably satisfactory to theAdministrative Agent, and (B) take all actions necessary or advisable in theopinion of the Administrative Agent or the Collateral Agent to cause the Liencreated by the applicable Pledge Agreement to be duly perfected to the extentrequired by such agreement in accordance with all applicable Requirements ofLaw, including the filing of financing statements in such jurisdictions as maybe reasonably requested by the 

 

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AdministrativeAgent or the Collateral Agent, in each case, subject to the limitations setforth in clause (a) with respect to Foreign Subsidiaries and (e) deliver orcause to be delivered to the Administrative Agent and the Collateral Agentopinions of counsel in form and substance reasonably satisfactory to theAdministrative Agent and the Collateral Agent as the Administrative Agent andthe Collateral Agent shall request regarding the validity, perfection andpriority of the Liens on Collateral pursuant to this sentence; providedthat Sections 5.11(c) and (d) shall not apply to any newSubsidiary that is an SPE, so long as any such new SPE shall not guarantee anyother Indebtedness of the Company or its Subsidiaries.  Nothwithstanding anything to the contrarycontained in this Agreement, if, at any time, Adesa Mexico, LLC shall have anet worth equal to or greater than $10.0 million it shall be subject to therequirements of this Section 5.11 as if it had become a new Subsidiarythat is a Foreign Subsidiary.

**1.03        Amendment to NegativeCovenant in Article VI. **Section 6.04(f)is hereby amended by adding at the end of clause (iv) thereto the following:

“;provided thatfor purposes of this Section 6.04(f) that the applicable Companycomplies with Section 5.11.”

**1.04        RetroactiveEffectiveness. **The partieshereto hereby agree that upon the Agreement Effective Date, this AmendedAgreement shall be retroactively effective to July 3, 2006.

**ARTICLEIIREPESENTATIONS AND WARRANTIES**

**2.01       ****Representations and Warranties**.  EachLoan Party represents and warrants to the Administrative Agent, the Swing LineLender, the L/C Issuer and each of the Lenders, as follows:

(a)           The representations and warranties ofeach Loan Party contained in Article III of the Amended Agreement, and in eachof the Loan Documents or which are contained in any document furnished at anytime under or in connection therewith, are true and correct in all materialrespects on and as of the date hereof and on and as of the Agreement EffectiveDate with the same effect as if made on and as of the date hereof or the AgreementEffective Date, except to the extent such representations and warrantiesspecifically refer to an earlier date, in which case they are true and correctin all material respects as of such earlier date.

(b)           After giving effect to this AmendmentNo. 1, no Default or Event of Default has occurred or is continuing under theAmended Agreement.

(c)           The execution, delivery andperformance by each Loan Party of this Amendment No. 1 have been dulyauthorized by all necessary corporate or other organizational action of each LoanParty, respectively.

(d)           The execution, delivery, performanceand compliance with the terms and provisions, by each Loan Party, of thisAmendment No. 1, and the consummation of the transactions contemplated herebywith respect to each Loan Party, (a) do not require any consent or approval of,registration or filing with, or any other action by, any GovernmentalAuthority, (b) will not violate the Organizational Documents of any Loan Party orany judgment, decree or order of any Governmental Authority applicable to any LoanParty, (c) will not violate or result in a default or require any consent orapproval under any indenture, material agreement, Organizational Document orother material instrument binding upon any Loan Party or its property, or giverise to a right thereunder to require any payment to be made 

 

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by any Loan Party and (d) will not result in thecreation or imposition of any Lien on any property of any Loan Party.

(e)           This Amendment No. 1 constitutes thelegal, valid and binding obligation of each Loan Party, enforceable against eachLoan Party in accordance with its terms, subject to applicable bankruptcy,insolvency, reorganization, moratorium or other laws affecting creditors’rights generally and subject to general principles of equity, regardless ofwhether considered in a proceeding in equity or at law.

**ARTICLEIIICONDITIONS PRECEDENT**

**3.01        Conditions toEffectiveness**.  This AmendmentNo. 1 shall become effective only upon satisfaction of the following conditionsprecedent (the first date upon which each such condition has been satisfiedbeing herein called the “Agreement Effective Date”):

(a)           the Administrative Agent shall havereceived duly executed counterparts of this Amendment No. 1 which, when takentogether, bear the authorized signatures of each Loan Party, the RequiredLenders and the Administrative Agent; and

(b)           the representations and warrantiesset forth in Section 2.01 hereof are true and correct in all materialrespects on and as of the Agreement Effective Date.

**ARTICLEIVMISCELLANEOUS**

**4.01        Lender Consent**.  For purposes of determining compliance withthe conditions specified in Section 3.01, each Lender that has signedthis Amendment No. 1 shall be deemed to have consented to, approved or acceptedor to be satisfied with, each document or other matter required thereunder tobe consented to or approved by or acceptable or satisfactory to a Lender unlessthe Administrative Agent shall have received notice from such Lender prior tothe Agreement Effective Date specifying its objection thereto.

**4.02        APPLICABLE LAW**.  THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY,AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

**4.03        Counterparts**.  This Amendment No. 1 may be executed in anynumber of counterparts, each of which shall constitute an original but all ofwhich when taken together shall constitute but one agreement. Delivery byfacsimile by any of the parties hereto of an executed counterpart of this AmendmentNo. 1 shall be as effective as an original executed counterpart hereof andshall be deemed a representation that an original executed counterpart hereofwill be delivered, but the failure to deliver a manually executed counterpartshall not affect the validity, enforceability or binding effect of this AmendmentNo. 1.

**4.04        Credit Agreement**.  Except as expressly set forth herein, theamendments provided herein shall not by implication or otherwise limit,constitute a waiver of, or otherwise affect the rights and remedies of theLenders or the Administrative Agent under the Amended Agreement or any otherLoan Document, nor shall they constitute a waiver of any Default or Event ofDefault, nor shall they alter, modify, amend or in any way affect any of theterms, conditions, obligations, covenants or agreements contained in theAmended Agreement or any other Loan Document. Each of the amendments provided herein shall apply and be effective onlywith respect to the provisions of the Amended Agreement specifically referredto by amendment.  Except as expresslyamended herein, the Amended Agreement 

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shall continue in full force and effect in accordancewith the provisions thereof.  As used inthe Amended Agreement, the terms “Agreement”, “herein”, “hereinafter”, “hereunder”,“hereto” and words of similar import shall mean, from and after the date hereof,the Amended Agreement.

**4.05        Costs and Expenses**.  On the Agreement Effective Date, the Borrower agreesto pay all reasonable costs and expenses of the Administrative Agent inconnection with the preparation, execution and delivery of this Amendment No. 1and the instruments and documents to be delivered hereunder and the reasonablefees, charges and expenses of counsel for the Administrative Agent outstandingon the Agreement Effective Date.

**4.06        Section Captions**.  Section captions used in this Amendment No. 1are for convenience of reference only and shall not affect this construction ofthis Amendment No. 1.

[SignaturePages Follow]

 

 

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INWITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be dulyexecuted by their duly authorized officers, all as of the date first abovewritten.
|        |   | ADESA, INC., |
|--------|--------|--------------|
|   |   | as Borrower  |   |
|   |   |         |   |   |
|   |   |         |   |   |
|        |   | By:          | /s/ Jonathan Peisner |   |
|   |   | Name:        | Jonathan Peisner |   |
|   |   | Title:       | Treasurer |   |

 

 

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A.D.E. OF ARK-LA-TEX,INC.

ADESA NEW JERSEY, INC.

ADESA PENNSYLVANIA, INC.

ADESA PROPERTIES CANADA,INC.

ADESA PROPERTIES, INC.

ADESA TEXAS, INC.

AUTO BANC CORPORATION

AUTOMOTIVE FINANCECORPORATION

AUTOMOTIVE RECOVERYSERVICES, INC.

AUTOVIN, INC.

COMSEARCH, INC.

IRT RECEIVABLES CORP.

PAR, INC.

ADESA ARK-LA-TEX,LLC

A.D.E. OF KNOXVILLE, LLC

ADESA ARKANSAS, LLC

ADESA BIRMINGHAM, LLC

ADESA CALIFORNIA, LLC

ADESA CHARLOTTE, LLC

ADESA COLORADO, LLC

ADESA DES MOINES, LLC

ADESA FLORIDA, LLC

ADESA INDIANAPOLIS, LLC

ADESA LANSING, LLC

ADESA LEXINGTON, LLC

ADESA MISSOURI, LLC

ADESA NEW YORK, LLC

ADESA OHIO, LLC

ADESA OKLAHOMA, LLC

ADESA SOUTHERN INDIANA,LLC

ADESA WASHINGTON, LLC

ADESA WISCONSIN, LLC

AUTO DEALERS EXCHANGE OFCONCORD, LLC

AUTO DEALERS EXCHANGE OFMEMPHIS, LLC

ADESA ATLANTA, LLC

ADESA PHOENIX, LLC

ADESA-SOUTH FLORIDA, LLC

ADESA CORPORATION, LLC,

ASSET HOLDINGS III, L.P.

ADESA VIRGINIA, LLC

Each as a Subsidiary Guarantor
|   |   |   |                         |   |
|--------|--------|--------|------------------------------|--------|
|   |   |   |                         |   |
|        |   | By:    | /s/ Jonathan Peisner    |   |
|   |   | Name:  | Jonathan Peisner             |   |
|   |   | Title: | Vice President and Treasurer |   |

 

 

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|        |   | ADESA, PROPERTIES CANADA, INC |
|--------|--------|-------------------------------|
|   |   | As Subsidiary Guarantor       |   |
|   |   |                          |   |   |
|   |   |                          |   |   |
|        |   | By:                           | /s/ John J Thomas |   |
|   |   | Name:                         | John J Thomas |   |
|   |   | Title:                        | President |   |

 
|        |   | AUTO BANC CORPORATION   |
|--------|--------|-------------------------|
|   |   | As Subsidiary Guarantor |   |
|   |   |                    |   |   |
|   |   |                    |   |   |
|        |   | By:                     | /s/ Cameron C. Hitchcock |   |
|   |   | Name:                   | Cameron C. Hitchcock |   |
|   |   | Title:                  | President |   |

 
|        |   | AUTOMOTIVE FINANCE CORPORATION |
|--------|--------|--------------------------------|
|   |   | As Subsidiary Guarantor        |   |
|   |   |                           |   |   |
|   |   |                           |   |   |
|        |   | By:                            | /s/ Cameron C. Hitchcock |   |
|   |   | Name:                          | Cameron C. Hitchcock |   |
|   |   | Title:                         | President |   |

 
|        |   | IRT RECEIVABLES CORP.   |
|--------|--------|-------------------------|
|   |   | As Subsidiary Guarantor |   |
|   |   |                    |   |   |
|   |   |                    |   |   |
|        |   | By:                     | /s/ Cameron C. Hitchcock |   |
|   |   | Name:                   | Cameron C. Hitchcock |   |
|   |   | Title:                  | President |   |

 

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|        |   | ADESA CORPORATION, LLC  |
|--------|--------|-------------------------|
|   |   | As Subsidiary Guarantor |   |
|   |   |                    |   |   |
|   |   |                    |   |   |
|        |   | By:                     | /s/ Jonathan Peisner |   |
|   |   | Name:                   | Jonathan Peisner |   |
|   |   | Title:                  | Treasurer |   |

 
|        |   | ADESA HOLDINGS III, L.P. |
|--------|--------|--------------------------|
|   |   | As Subsidiary Guarantor  |   |
|   |   | By:                      | ADESA, Inc., as General Partner |   |
|   |   |                     |   |   |
|        |   | By:                      | /s/ Jonathan Peisner |   |
|   |   | Name:                    | Jonathan Peisner |   |
|   |   | Title:                   | Treasurer |   |

 
|        |   | BANK OF AMERICA, N.A., as Administrative Agent and |
|--------|--------|----------------------------------------------------|
|   |   | Collateral Agent.                                  |   |
|   |   |                                               |   |   |
|   |   |                                               |   |   |
|        |   | By:                                                | /s/ Suzanne M. Paul |   |
|   |   | Name:                                              | Suzanne M. Paul |   |
|   |   | Title:                                             | Vice President |   |

 
|        |   | BANK OF AMERICA, N.A., as a lender, Swing Line |
|--------|--------|------------------------------------------------|
|   |   | Lender and L/C Issuer                          |   |
|   |   |                                           |   |   |
|   |   |                                           |   |   |
|        |   | By:                                            | /s/ Craig W. McGuire |   |
|   |   | Name:                                          | Craig W. McGuire |   |
|   |   | Title:                                         | Senior Vice President |   |

 

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|        |   | BANK OF NOVA SCOTIA, as Lender |
|--------|--------|--------------------------------|
|   |   |                           |   |   |
|   |   |                           |   |   |
|        |   | By:                            | /s/ V. Gibson |   |
|   |   | Name:                          | V. Gibson |   |
|   |   | Title:                         | Assistant Agent |   |

 
|        |   | SCOTIABANC   INC., as Lender |
|--------|--------|-----------------------------------|
|   |   |                              |   |   |
|   |   |                              |   |   |
|        |   | By:                               | /s/ W. Zarrett |   |
|   |   | Name:                             | W. Zarrett |   |
|   |   | Title:                            | Managing Director |   |

 
|        |   | The Bank of Tokyo-Mitsubishi UFJ, Ltd., Chicago  Branch |
|--------|--------|---------------------------------------------------------|
|   |   | f/k/a The Bank of Tokyo-Mitsubishi, Ltd., Chicago       |   |
|   |   | Branch, as Lender                                       |   |
|   |   |                                                    |   |   |
|   |   |                                                    |   |   |
|        |   | By:                                                     | /s/ Tsuguyuki Umene |   |
|   |   | Name:                                                   | Tsuguyuki Umene |   |
|   |   | Title:                                                  | Deputy General Manager |   |

 
|        |   | BNP PARIBAS, as Lender |
|--------|--------|------------------------|
|   |   |                   |   |   |
|   |   |                   |   |   |
|        |   | By:                    | /s/ Andrew Strait |   |
|   |   | Name:                  | Andrew Strait |   |
|   |   | Title:                 | Managing Director |   |

 
|        |   |   |                           |   |
|--------|--------|--------|--------------------------------|--------|
|   |   |   |                           |   |
|        |   | By:    | /s/ Christopher Grumboski |   |
|   |   | Name:  | Christopher Grumboski          |   |
|   |   | Title: | Director                       |   |

 

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|        |   | COMERICA BANK, as Lender |
|--------|--------|--------------------------|
|   |   |                     |   |   |
|   |   |                     |   |   |
|        |   | By:                      | /s/ Steven J. McCormack |   |
|   |   | Name:                    | Steven J. McCormack |   |
|   |   | Title:                   | Vice President |   |

 
|        |   | FIFTH THIRD BANK (Central Indiana), as Lender |
|--------|--------|-----------------------------------------------|
|   |   |                                          |   |   |
|   |   |                                          |   |   |
|        |   | By:                                           | /s/ Erik C. Miner |   |
|   |   | Name:                                         | Erik C. Miner |   |
|   |   | Title:                                        | Senior Vice President |   |

 
|        |   | FIFTH INDIANA BANK, N.A.,as Lender |
|--------|--------|------------------------------------|
|   |   |                               |   |   |
|   |   |                               |   |   |
|        |   | By:                                | /s/ William Bower |   |
|   |   | Name:                              | William Bower |   |
|   |   | Title:                             | First Vice President |   |

 
|        |   | FIRST TENNESSEE BANK NATIONAL |
|--------|--------|-------------------------------|
|   |   | ASSOCIATION, as a Lender      |   |
|   |   |                          |   |   |
|   |   |                          |   |   |
|        |   | By:                           | /s/ Philip E. Stevenson |   |
|   |   | Name:                         | Philip E. Stevenson |   |
|   |   | Title:                        | Senior Vice President |   |

 
|        |   | HARRIS N.A., as a Lender |
|--------|--------|--------------------------|
|   |   |                     |   |   |
|   |   |                     |   |   |
|        |   | By:                      | /s/ William Thomson |   |
|   |   | Name:                    | William Thomson |   |
|   |   | Title:                   | Vice President |   |

 

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|        |   | JP MORGAN CHASE BANK, NA, as Lender |
|--------|--------|-------------------------------------|
|   |   |                                |   |   |
|   |   |                                |   |   |
|        |   | By:                                 | /s/ John C. Otteson |   |
|   |   | Name:                               | John C. Otteson |   |
|   |   | Title:                              | Vice President |   |

 
|        |   | KEYBANK NATIONAL ASSOCIATION, as Lender |
|--------|--------|-----------------------------------------|
|   |   |                                    |   |   |
|   |   |                                    |   |   |
|        |   | By:                                     | /s/ Frank J. Jancar |   |
|   |   | Name:                                   | Frank J. Jancar |   |
|   |   | Title:                                  | Vice President |   |

 
|        |   | LaSALLE BANK NATIONAL ASSOCIATION, as |
|--------|--------|---------------------------------------|
|   |   | Lender                                |
|   |   |                                  |   |   |
|   |   |                                  |   |   |
|        |   | By:                                   | /s/ Matthew R. Doye |   |
|   |   | Name:                                 | Matthew R. Doye |   |
|   |   | Title:                                | First Vice President |   |

 
|        |   | NATIONAL CITY BANK, successor by merger to |
|--------|--------|--------------------------------------------|
|   |   | National City Bank of Indiana, as Lender   |
|   |   |                                       |   |   |
|   |   |                                       |   |   |
|        |   | By:                                        | /s/ Tracy J. Venable |   |
|   |   | Name:                                      | Tracy J. Venable |   |
|   |   | Title:                                     | Senior Vice President |   |

 
|        |   | THE NORTHERN TRUST CO., as Lender |
|--------|--------|-----------------------------------|
|   |   |                              |   |   |
|   |   |                              |   |   |
|        |   | By:                               | /s/ Jared T. Hall |   |
|   |   | Name:                             | Jared T. Hall |   |
|   |   | Title:                            | Vice President |   |

 

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|        |   | REGIONS BANK, as Lender |
|--------|--------|-------------------------|
|   |   |                    |   |   |
|   |   |                    |   |   |
|        |   | By:                     | /s/ Scott A. Dvornik |   |
|   |   | Name:                   | Scott A. Dvornik |   |
|   |   | Title:                  | Vice President |   |

 
|        |   | SUNTRUST BANK, as a Syndication Agent |
|--------|--------|---------------------------------------|
|   |   |                                  |   |   |
|   |   |                                  |   |   |
|        |   | By:                                   | /s/ William Humphries |   |
|   |   | Name:                                 | William Humphries |   |
|   |   | Title:                                | Managing Director |   |

 
|        |   | U.S. BANK NATIONAL ASSOCATION, as a Managing |
|--------|--------|----------------------------------------------|
|   |   | Agent                                        |
|   |   |                                         |   |   |
|   |   |                                         |   |   |
|        |   | By:                                          | /s/ Karen Meyer |   |
|   |   | Name:                                        | Karen Meyer |   |
|   |   | Title:                                       | Vice President |   |

 
|        |   | WELLS FARGO BANK, NATIONAL ASSOCIATION, |
|--------|--------|-----------------------------------------|
|   |   | as a Documentation Agent                |
|   |   |                                    |   |   |
|   |   |                                    |   |   |
|        |   | By:                                     | /s/ Peter Martinets |   |
|   |   | Name:                                   | Peter Martinets |   |
|   |   | Title:                                  | Vice President |   |

 

 

 

 

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