EXHIBIT 10.7


AMENDMENT
NO. 1


THIS AMENDMENT NO. 1, dated as of October 10,
2006 (“Amendment No. 1”) by and among ADESA, INC., a Delaware
corporation (the “Borrower”), certain subsidiaries of the Borrower, as
guarantors (collectively, the “Subsidiary Guarantors”), the lenders from time to time parties thereto
(collectively, the “Lenders”), BANK OF AMERICA, N.A., as
administrative agent (in such capacity, the “Administrative Agent”), the
Swing Line Lender and the L/C Issuer to
the Amended and Restated Credit Agreement, dated as of July 25, 2005, as
supplemented, amended and modified (the “Credit Agreement”) among the
Borrower, the Subsidiary Guarantors, the Lenders, the Administrative Agent,
Swing Line Lender, L/C Issuer and Collateral Agent and certain other agents
parties thereto.  Capitalized terms used
and not otherwise defined herein shall have the meanings assigned to such terms
in the Credit Agreement (the Credit Agreement, as amended by, and together
with, this Amendment No. 1, and as hereinafter amended, modified, extended or
restated from time to time, being called the “Amended Agreement”).


W I T N E S S E T H:


WHEREAS, the Borrower has requested certain
amendments to its existing covenants under the Credit Agreement; and


WHEREAS, the parties hereto have agreed, subject to
the terms and conditions hereof, to amend and modify the Credit Agreement as
provided herein;


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


ARTICLE I

AMENDMENTS


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


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


““Excluded
Subsidiary” means any Subsidiary of the Borrower which has assets with book
value of less than $5,000,000 as of the date on which the Borrower delivers the
certificate required pursuant to Section 5.01(f) or has revenues of less
than $5,000,000 as of the date on which the Borrower delivers the certificate
required 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 certificate
required pursuant to Section 5.01(f) and the aggregate amount of
revenues for all Excluded Subsidiaries shall not exceed $30,000,000 as of any date
on which the Borrower delivers the certificate required pursuant to Section
5.01(f).”


““First
Amendment Effective Date” means July 3, 2006.”


 









 



 


1.02        Amendments to Affirmative
Covenants in Article V.  (a) Section
5.01 is hereby amended by changing subsection “(f)” to subsection “(g)” and by
adding a new subsection (f) immediately after subsection (e) of Section 5.01 to
read as follows:


“(f)          Certificate Concerning Excluded
Subsidiaries.  (i) Concurrently with
any delivery of financial statements under Section 5.01(a) or (b)
above and (ii) within 15 days of the creation or acquisition of any Subsidiary
of any Loan Party, a certificate of a Financial Officer of the Borrower
certifying as of such date (A) the name and jurisdiction of organization of
such Subsidiary, (B) certification of such Subsidiary as an Excluded Subsidiary
or 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 of
such designation, including pursuant to Section 6.04, together with a
schedule demonstrating in reasonable detail the calculations used to determine
compliance.”


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


Section 5.11   Additional Collateral;
Additional Subsidiary Guarantors.  With respect
to any person that is or becomes a Wholly-Owned Subsidiary of any Loan Party
after 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 such
amendments or supplements to the relevant Pledge Agreements or such other
documents as the Administrative Agent or the Collateral Agent shall deem
necessary or advisable to grant to the Collateral Agent, for its benefit and
for the benefit of the other Secured Parties, a Lien on the Equity Interests of
such new Subsidiary (or, in the case of any Foreign Subsidiary, Equity
Interests representing 65% of the total voting power of all outstanding Voting
Stock 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 the
extent required by such Pledge Agreement in accordance with all applicable
Requirements of Law, including (i) the delivery to the Collateral Agent of the
certificates, if any, representing all of the Equity Interests of such
Subsidiary owned by a Loan Party (or, in the case of any Foreign Subsidiary,
Equity Interests representing 65% of the total voting power of all outstanding
Voting Stock of such Subsidiary), together with undated stock powers or other
appropriate instruments of transfer executed and delivered in blank by a duly
authorized officer of the holder(s) of such Equity Interests, and (ii) the
filing of financing statements in such jurisdictions as may be reasonably
requested by the Administrative Agent, (c) cause each new Subsidiary that is a
Domestic Subsidiary to execute a Joinder Agreement or such comparable
documentation to become a Subsidiary Guarantor, (d) in the event such new
Subsidiary is a Domestic Subsidiary and owns any Equity Interests of another
Subsidiary (or at such time as such new Subsidiary that is a Domestic
Subsidiary acquires any Equity Interests of another Subsidiary), cause such new
Subsidiary to (A) execute a joinder agreement to the applicable Pledge Agreement,
substantially in the form annexed thereto or, in the case of a Foreign
Subsidiary, execute a pledge agreement compatible with the laws of such Foreign
Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the
Administrative Agent, and (B) take all actions necessary or advisable in the
opinion of the Administrative Agent or the Collateral Agent to cause the Lien
created by the applicable Pledge Agreement to be duly perfected to the extent
required by such agreement in accordance with all applicable Requirements of
Law, including the filing of financing statements in such jurisdictions as may
be reasonably requested by the 


 



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Administrative
Agent or the Collateral Agent, in each case, subject to the limitations set
forth in clause (a) with respect to Foreign Subsidiaries and (e) deliver or
cause to be delivered to the Administrative Agent and the Collateral Agent
opinions of counsel in form and substance reasonably satisfactory to the
Administrative Agent and the Collateral Agent as the Administrative Agent and
the Collateral Agent shall request regarding the validity, perfection and
priority of the Liens on Collateral pursuant to this sentence; provided
that Sections 5.11(c) and (d) shall not apply to any new
Subsidiary that is an SPE, so long as any such new SPE shall not guarantee any
other Indebtedness of the Company or its Subsidiaries.  Nothwithstanding anything to the contrary
contained in this Agreement, if, at any time, Adesa Mexico, LLC shall have a
net worth equal to or greater than $10.0 million it shall be subject to the
requirements of this Section 5.11 as if it had become a new Subsidiary
that is a Foreign Subsidiary.


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


“;provided that
for purposes of this Section 6.04(f) that the applicable Company
complies with Section 5.11.”


1.04        Retroactive
Effectiveness.  The parties
hereto hereby agree that upon the Agreement Effective Date, this Amended
Agreement shall be retroactively effective to July 3, 2006.


ARTICLE
II

REPESENTATIONS AND WARRANTIES


2.01        Representations and Warranties.  Each
Loan Party represents and warrants to the Administrative Agent, the Swing Line
Lender, the L/C Issuer and each of the Lenders, as follows:


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


(b)           After giving effect to this Amendment
No. 1, no Default or Event of Default has occurred or is continuing under the
Amended Agreement.


(c)           The execution, delivery and
performance by each Loan Party of this Amendment No. 1 have been duly
authorized by all necessary corporate or other organizational action of each Loan
Party, respectively.


(d)           The execution, delivery, performance
and compliance with the terms and provisions, by each Loan Party, of this
Amendment No. 1, and the consummation of the transactions contemplated hereby
with respect to each Loan Party, (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental
Authority, (b) will not violate the Organizational Documents of any Loan Party or
any judgment, decree or order of any Governmental Authority applicable to any Loan
Party, (c) will not violate or result in a default or require any consent or
approval under any indenture, material agreement, Organizational Document or
other material instrument binding upon any Loan Party or its property, or give
rise 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 the
creation or imposition of any Lien on any property of any Loan Party.


(e)           This Amendment No. 1 constitutes the
legal, valid and binding obligation of each Loan Party, enforceable against each
Loan 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 of
whether considered in a proceeding in equity or at law.


ARTICLE
III

CONDITIONS PRECEDENT


3.01        Conditions to
Effectiveness.  This Amendment
No. 1 shall become effective only upon satisfaction of the following conditions
precedent (the first date upon which each such condition has been satisfied
being herein called the “Agreement Effective Date”):


(a)           the Administrative Agent shall have
received duly executed counterparts of this Amendment No. 1 which, when taken
together, bear the authorized signatures of each Loan Party, the Required
Lenders and the Administrative Agent; and


(b)           the representations and warranties
set forth in Section 2.01 hereof are true and correct in all material
respects on and as of the Agreement Effective Date.


ARTICLE
IV

MISCELLANEOUS


4.01        Lender Consent.  For purposes of determining compliance with
the conditions specified in Section 3.01, each Lender that has signed
this Amendment No. 1 shall be deemed to have consented to, approved or accepted
or to be satisfied with, each document or other matter required thereunder to
be consented to or approved by or acceptable or satisfactory to a Lender unless
the Administrative Agent shall have received notice from such Lender prior to
the 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 any
number of counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one agreement. Delivery by
facsimile by any of the parties hereto of an executed counterpart of this Amendment
No. 1 shall be as effective as an original executed counterpart hereof and
shall be deemed a representation that an original executed counterpart hereof
will be delivered, but the failure to deliver a manually executed counterpart
shall not affect the validity, enforceability or binding effect of this Amendment
No. 1.


4.04        Credit Agreement.  Except as expressly set forth herein, the
amendments provided herein shall not by implication or otherwise limit,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders or the Administrative Agent under the Amended Agreement or any other
Loan Document, nor shall they constitute a waiver of any Default or Event of
Default, nor shall they alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the
Amended Agreement or any other Loan Document. 
Each of the amendments provided herein shall apply and be effective only
with respect to the provisions of the Amended Agreement specifically referred
to by amendment.  Except as expressly
amended herein, the Amended Agreement 



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shall continue in full force and effect in accordance
with the provisions thereof.  As used in
the 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 agrees
to pay all reasonable costs and expenses of the Administrative Agent in
connection with the preparation, execution and delivery of this Amendment No. 1
and the instruments and documents to be delivered hereunder and the reasonable
fees, charges and expenses of counsel for the Administrative Agent outstanding
on the Agreement Effective Date.


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


[Signature
Pages Follow]


 


 



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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly
executed by their duly authorized officers, all as of the date first above
written.


	
  

  	
   

  	
  ADESA, INC.,

  
	
   

  	
   

  	
  as Borrower

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  By:

  	
  /s/ Jonathan Peisner

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Jonathan Peisner

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  



 


 









 



 


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 FINANCE
CORPORATION


AUTOMOTIVE RECOVERY
SERVICES, 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 OF
CONCORD, LLC


AUTO DEALERS EXCHANGE OF
MEMPHIS, 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

  	
   

  



 


 









 



 


	
  

  	
   

  	
  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

  	
   

  



 









 



 


	
  

  	
   

  	
  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

  	
   

  



 









 



 


	
  

  	
   

  	
  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

  	
   

  



 









 



 


	
  

  	
   

  	
  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

  	
   

  



 









 



 


	
  

  	
   

  	
  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

  	
   

  



 









 



 


	
  

  	
   

  	
  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