Exhibit 10.43

INSURANCE AUTO AUCTIONS, INC.
2003 STOCK INCENTIVE PLAN

1. ESTABLISHMENT AND PURPOSE.

The Insurance Auto Auctions, Inc. 2003 Stock Incentive Plan (the "Plan") is established by Insurance Auto Auctions, Inc. (the "Company") to attract and retain persons eligible to participate in the Plan; motivate Participants to achieve long-term Company goals; and further align Participants' interests with those of the Company's other stockholders. The Plan is adopted as of June 18, 2003, subject to approval by the Company's stockholders within 12 months after such adoption date. Unless the Plan is discontinued earlier by the Board as provided herein, no Award shall be granted hereunder on or after the date 10 years after the Effective date.

Certain terms used herein are defined as set forth in SECTION 10.

2. ADMINISTRATION; ELIGIBILITY.

The Plan shall be administered by a Committee appointed by the Board; provided, however, that, if at any time no Committee has been appointed, the Plan shall be administered by the Board. The Plan may be administered by different Committees with respect to different groups of Eligible Individuals. As used herein, the term "Administrator" means the Board or any of its Committees as shall be administering the Plan.

The Administrator shall have plenary authority to grant Awards pursuant to the terms of the Plan to Eligible Individuals. Participation shall be limited to such persons as are selected by the Administrator. Awards may be granted as alternatives to, in exchange or substitution for, or replacement of, awards outstanding under the Plan or any other plan or arrangement of the Company or a Subsidiary (including a plan or arrangement of a business or entity, all or a portion of which is acquired by the Company or a Subsidiary). The provisions of Awards need not be the same with respect to each Participant.

Among other things, the Administrator shall have the authority, subject to the terms of the Plan:

(a) to select the Eligible Individuals to whom Awards may from time to time be granted;

(b) to determine whether and to what extent Stock Options, Stock Appreciation Rights, Stock Awards or any combination thereof are to be granted hereunder;

(c) to determine the number of shares of Stock to be covered by each Award granted hereunder;

(d) to approve forms of agreement for use under the Plan;

(e) to determine the terms and conditions, not inconsistent with the terms of this Plan, of any Award granted hereunder (including, but not limited to, the option price, any vesting restriction or limitation, any vesting acceleration or forfeiture waiver and any right of repurchase, right of first refusal or other transfer restriction regarding any Award and the shares of Stock relating thereto, based on such factors or criteria as the Administrator shall determine);

(f) subject to SECTION 8(A), to modify, amend or adjust the terms and conditions of any Award, at any time or from time to time, including, but not limited to, with respect to (i) performance goals and targets applicable to performance-based Awards pursuant to the terms of the Plan and (ii) extension of the post-termination exercisability period of Stock Options;

(g) to determine to what extent and under what circumstances Stock and other amounts payable with respect to an Award shall be deferred;

(h) to determine the Fair Market Value; and

(i) to determine the type and amount of consideration to be received by the Company for any Stock Award issued under SECTION 6.

The Administrator shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto) and to otherwise supervise the administration of the Plan.

Except to the extent prohibited by applicable law, the Administrator may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any portion of its responsibilities and powers to any other person or persons selected by it. Any such allocation or delegation may be revoked by the Administrator at any time. The Administrator may authorize any one or more of its members or any officer of the Company to execute and deliver documents on behalf of the Administrator.

Any determination made by the Administrator or pursuant to delegated authority pursuant to the provisions of the Plan with respect to any Award shall be made in the sole discretion of the Administrator or such delegate at the time of the grant of the Award or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Administrator or any appropriately delegated officer pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Participants.

No member of the Administrator, and no officer of the Company, shall be liable for any action taken or omitted to be taken by such individual or by any other member of the Administrator or officer of the Company in connection with the performance of duties under this Plan, except for such individual's own willful misconduct or as expressly provided by law.

3. STOCK SUBJECT TO PLAN.

Subject to adjustment as provided in this SECTION 3, the number of shares of Stock that may be delivered under the Plan shall not exceed 2,191,256 shares of Stock, which equals the number of shares of Stock that are and may become available under the 1991 Plan. Of these 2,191,256 shares of Stock, however, only 683,241 are immediately available for Awards under the Plan. If and when any of the outstanding awards relating to the shares of Stock under the 1991 Plan terminate, expire, lapse or are otherwise canceled, those authorized shares of Stock will then become available for Awards under the Plan.

To the extent any shares of Stock covered by an Award are not delivered to a Participant or beneficiary thereof because the Award expires, is forfeited, canceled or otherwise terminated, or the shares of Stock are not delivered because the Award is settled in cash or used to satisfy the applicable tax withholding obligation, such shares shall not be deemed to have been delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan.

Subject to adjustment as provided in this SECTION 3, the maximum number of shares that may be covered by Stock Options, Stock Appreciation Rights and Stock Awards, in the aggregate, granted to any one Participant during any calendar year shall be 500,000 shares.

In the event of any Company stock dividend, stock split, combination or exchange of shares, recapitalization or other change in the capital structure of the Company, corporate separation or division of the Company (including, but not limited to, a split-up, spin-off, split-off or distribution to Company stockholders other than a normal cash dividend), sale by the Company of all or a substantial portion of its assets (measured on either a stand-alone or consolidated basis), reorganization, rights offering, partial or complete liquidation, or any other corporate transaction, Company share offering or other event involving the Company and having an effect similar to any of the foregoing, the Administrator may make such substitution or adjustments in the
(A) number and kind of shares that may be delivered under the Plan, (B)
additional maximums imposed in the immediately preceding paragraph, (C) number and kind of shares subject to outstanding Awards, (D) exercise price of outstanding Stock Options and Stock Appreciation Rights and (E) other characteristics or terms of the Awards as it may determine appropriate in its sole discretion to equitably reflect such corporate transaction, share offering or other event; provided, however, that the number of shares subject to any Award shall always be a whole number.

4. STOCK OPTIONS.

Stock Options may be granted alone or in addition to other Awards granted under the Plan and may be of two types: Incentive Stock Options and Non-Qualified Stock Options. Any Stock Option granted under the Plan shall be in such form as the Administrator may from time to time approve.

The Administrator shall have the authority to grant any Participant Incentive Stock Options, Non-Qualified Stock Options or both types of Stock Options (in each case with or without Stock Appreciation Rights). Incentive Stock Options may be granted only to employees of the

Company and its subsidiaries (within the meaning of Section 424(f) of the Code). To the extent that any Stock Option is not designated as an Incentive Stock Option or, even if so designated, does not qualify as an Incentive Stock Option, it shall constitute a Non-Qualified Stock Option. Incentive Stock Options may be granted only within 10 years from the date the Plan is adopted, or the date the Plan is approved by the Company's stockholders, whichever is earlier.

Stock Options shall be evidenced by option agreements, each in a form approved by the Administrator. An option agreement shall indicate on its face whether it is intended to be an agreement for an Incentive Stock Option or a Non-Qualified Stock Option. The grant of a Stock Option shall occur as of the date the Administrator determines.

Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify the Plan under Section 422 of the Code or, without the consent of the Optionee affected, to disqualify any Incentive Stock Option under Section 422 of the Code.

To the extent that the aggregate Fair Market Value of Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under all plans of the Company) exceeds $100,000, such Stock Options shall be treated as Non-Qualified Stock Options.

Stock Options granted under this SECTION 4 shall be subject to the following terms and conditions and shall contain such additional terms and conditions as the Administrator shall deem desirable:

(a) Exercise Price. The exercise price per share of Stock purchasable under a Stock Option shall be determined by the Administrator. If the Stock Option is intended to qualify as an Incentive Stock Option, the exercise price per share shall be not less than the Fair Market Value per share on the date the Stock Option is granted, or if granted to an individual who is a Ten Percent Holder, not less than 110% of such Fair Market Value per share.

(b) Option Term. The term of each Stock Option shall be fixed by the Administrator, but no Incentive Stock Option shall be exercisable more than 10 years (or five years in the case of an individual who is a Ten Percent Holder) after the date the Incentive Stock Option is granted.

(c) Exercisability. Except as otherwise provided herein, Stock Options shall be exercisable at such time or times, and subject to such terms and conditions, as shall be determined by the Administrator. If the Administrator provides that any Stock Option is exercisable only in installments, the Administrator may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the Administrator may determine. In addition, the Administrator may at any time, in whole or in part, accelerate the exercisability of any Stock Option.

(d) Method of Exercise. Subject to the provisions of this SECTION 4, Stock Options may be exercised, in whole or in part, at any time during the option term by giving written notice of exercise to the Company specifying the number of shares of Stock subject to the Stock Option to be purchased.

The option price of any Stock Option shall be paid in full in cash (by certified or bank check or such other instrument as the Company may accept) or, unless otherwise provided in the applicable option agreement, by one or more of the following: (i) in the form of unrestricted Stock already owned by the Optionee (or, in the case of the exercise of a Non-Qualified Stock Option, Restricted Stock subject to a Stock Award hereunder) based in any such instance on the Fair Market Value of the Stock on the date the Stock Option is exercised; (ii) by certifying ownership of shares of Stock owned by the Optionee to the satisfaction of the Administrator for later delivery to the Company as specified by the Company; (iii) unless otherwise prohibited by law for either the Company or the Optionee, by irrevocably authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Stock Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise; or (iv) by any combination of cash and/or any one or more of the methods specified in clauses (i), (ii) and (iii). Notwithstanding the foregoing, a form of payment shall not be permitted to the extent it would cause the Company to recognize a compensation expense (or additional compensation expense) with respect to the Stock Option for financial reporting purposes.

If payment of the option exercise price of a Non-Qualified Stock Option is made in whole or in part in the form of Restricted Stock, the number of shares of Stock to be received upon such exercise equal to the number of shares of Restricted Stock used for payment of the option exercise price shall be subject to the same forfeiture restrictions to which such Restricted Stock was subject, unless otherwise determined by the Administrator.

No shares of Stock shall be issued upon exercise of a Stock Option until full payment therefore has been made. Upon exercise of a Stock Option (or a portion thereof), the Company shall have a reasonable time to issue the Stock for which the Stock Option has been exercised, and the Optionee shall not be treated as a stockholder for any purposes whatsoever prior to such issuance. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date such Stock is recorded as issued and transferred in the Company's official stockholder records, except as otherwise provided herein or in the applicable option agreement.

(e) Transferability of Stock Options. Except as otherwise provided in the applicable option agreement, a Non-Qualified Stock Option (i) shall be transferable by the Optionee to a Family Member of the Optionee, provided that (A) any such transfer shall be by gift with no consideration and (B) no subsequent transfer of

such Stock Option shall be permitted other than by will or the laws of descent and distribution, and (ii) shall not otherwise be transferable except by will or the laws of descent and distribution. An Incentive Stock Option shall not be transferable except by will or the laws of descent and distribution. A Stock Option shall be exercisable, during the Optionee's lifetime, only by the Optionee or by the guardian or legal representative of the Optionee, it being understood that the terms "holder" and "Optionee" include the guardian and legal representative of the Optionee named in the applicable option agreement and any person to whom the Stock Option is transferred (X) pursuant to the first sentence of this SECTION 4(E) or pursuant to the applicable option agreement or (Y) by will or the laws of descent and distribution. Notwithstanding the foregoing, references herein to the termination of an Optionee's employment or provision of services shall mean the termination of employment or provision of services of the person to whom the Stock Option was originally granted.

(f) Termination by Death. Unless otherwise provided in the applicable option agreement, if an Optionee's employment or provision of services terminates by reason of death, any Stock Option held by such Optionee may thereafter be exercised, to the extent then exercisable, or on such accelerated basis as the Administrator may determine, for a period of one year from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is shorter. In the event of termination of employment or provision of services due to death, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a Non-Qualified Stock Option.

(g) Termination by Reason of Disability. Unless otherwise provided in the applicable option agreement, if an Optionee's employment or provision of services terminates by reason of Disability, any Stock Option held by such Optionee may thereafter be exercised by the Optionee, to the extent it was exercisable at the time of termination, or on such accelerated basis as the Administrator may determine, for a period of one year from the date of such termination of employment or provision of services or until the expiration of the stated term of such Stock Option, whichever period is shorter; provided, however, that if the Optionee dies within such period, an unexercised Stock Option held by such Optionee shall, notwithstanding the expiration of such period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of one year from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is shorter. In the event of termination of employment or provision of services by reason of Disability, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of
Section 422 of the Code, such Stock Option will thereafter be treated as a Non-Qualified Stock Option.

(h) Termination by Reason of Retirement. Unless otherwise provided in the applicable option agreement, if an Optionee's employment or provision of

services terminates by reason of Retirement, any Stock Option held by such Optionee may thereafter be exercised by the Optionee, to the extent it was exercisable at the time of such Retirement, or on such accelerated basis as the Administrator may determine, for a period of one year from the date of such termination of employment or provision of services or until the expiration of the stated term of such Stock Option, whichever period is shorter; provided, however, that if the Optionee dies within such period, any unexercised Stock Option held by such Optionee shall, notwithstanding the expiration of such period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of one year from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is shorter. In the event of termination of employment or provision of services by reason of Retirement, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a Non-Qualified Stock Option.

(i) Other Termination. Unless otherwise provided in the applicable option agreement, if an Optionee's employment or provision of services terminates for any reason other than death, Disability or Retirement, any Stock Option held by such Optionee shall thereupon terminate; provided, however, that, if such termination of employment or provision of services is involuntary on the part of the Optionee and without Cause, such Stock Option, to the extent then exercisable, or on such accelerated basis as the Administrator may determine, may be exercised for the lesser of 90 days from the date of such termination of employment or provision of services or the remainder of such Stock Option's term, and provided, further, that if the Optionee dies within such period, any unexercised Stock Option held by such Optionee shall, notwithstanding the expiration of such period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of one year from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is shorter. In the event of termination of employment or provision of services for any reason other than death, Disability or Retirement, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a Non-Qualified Stock Option.

(j) Exception to Termination. Notwithstanding anything in this Plan to the contrary, if an Optionee's employment by, or provision of services to, the Company or an Affiliate ceases as a result of a transfer of such Optionee from the Company to an Affiliate, or from an Affiliate to the Company, such transfer will not be a termination of employment or provision of services for purposes of this Plan, unless expressly determined otherwise by the Administrator. A termination of employment or provision of services shall occur for an Optionee who is employed by, or provides services to, an Affiliate of the Company if the Affiliate shall cease to be an Affiliate and the Optionee shall not immediately thereafter be employed by, or provide services to, the Company or an Affiliate.

(k) Participant Loans. Unless otherwise prohibited by law for either the Company or the Optionee, the Administrator may in its discretion authorize the Company to:

(i) lend to an Optionee an amount equal to such portion of the exercise price of a Stock Option as the Administrator may determine; or

(ii) guarantee a loan obtained by an Optionee from a third-party for the purpose of tendering such exercise price.

The terms and conditions of any loan or guarantee, including the term, interest rate, whether the loan is with recourse against the Optionee and any security interest thereunder, shall be determined by the Administrator, except that no extension of credit or guarantee shall obligate the Company for an amount to exceed the lesser of (i) the aggregate Fair Market Value on the date of exercise, less the par value, of the shares of Stock to be purchased upon the exercise of the Stock Option, and (ii) the amount permitted under applicable laws or the regulations and rules of the Federal Reserve Board and any other governmental agency having jurisdiction.

(l) Automatic Grants To Directors. Notwithstanding anything in this Plan to the contrary, each non-employee Director shall automatically be granted nonstatutory options ("Automatic Option Grants") to purchase the following number of shares of Stock (subject to adjustment hereunder) on the dates and pursuant to the terms and conditions set forth below: (i) each person who is first elected or appointed as a non-employee Director shall receive, on the effective date of such initial election or appointment, an Automatic Option Grant to purchase 10,000 shares of Stock, and
(ii) on the last business day of the second quarter (the "Automatic Grant Date") of each fiscal year of the Company, each individual who is at that time serving as a non-employee Director shall receive an Automatic Option Grant to purchase an additional 5,000 shares of Stock, or any other number not to exceed 10,000 shares as may be set by the Administrator from time to time; provided, however, that an individual who is first elected or appointed as a non-employee Director shall not receive his or her first Automatic Option Grant for 5,000 shares under this subparagraph (l)(ii) until the last business day of the second quarter of the fiscal year immediately following the fiscal year of his or her initial election or appointment to the Board.

Notwithstanding anything in this Plan to the contrary, the terms applicable to each Automatic Option Grant shall be as follows:

(i) The exercise price per share of Stock shall be equal to 100% of the Fair Market Value of one share of Stock on the date of grant;

(ii) Each Automatic Option Grant shall have a maximum term of ten
(10) years, measured from the date of grant;

(iii) Unless otherwise provided herein, each Automatic Option Grant shall become exercisable as to twenty-five percent (25%) of the option shares on the last business day of the fiscal quarter immediately following the date of grant and as to an additional twenty-five percent (25%) of the option shares on the last business day of each of the next three
(3) fiscal quarters thereafter, provided the Optionee continues to serve as a Director;

(iv) The Stock Option shall terminate three (3) months (twelve
(12) months in the case of cessation by reason of Disability or death) after the Optionee ceases to serve as a Director unless the Stock Option would terminate sooner hereunder. In the case of death, the Stock Option may be exercised within the applicable period by the estate or heirs of the Optionee; and

(v) The exercisability of the Stock Option shall be subject to the acceleration provisions contained in this Plan.

5. STOCK APPRECIATION RIGHTS.

Stock Appreciation Rights may be granted either on a stand-alone basis or in conjunction with all or part of any Stock Option granted under the Plan. In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of grant of such Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of grant of such Stock Option. A Stock Appreciation Right shall terminate and no longer be exercisable as determined by the Administrator, or, if granted in conjunction with all or part of any Stock Option, upon the termination or exercise of the related Stock Option.

A Stock Appreciation Right may be exercised by a Participant as determined by the Administrator in accordance with this SECTION 5, and, if granted in conjunction with all or part of any Stock Option, by surrendering the applicable portion of the related Stock Option in accordance with procedures established by the Administrator. Upon such exercise and surrender, the Participant shall be entitled to receive an amount determined in the manner prescribed in this
SECTION 5. Stock Options which have been so surrendered, if any, shall no longer be exercisable to the extent the related Stock Appreciation Rights have been exercised.

Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined by the Administrator, including the following:

(i) Stock Appreciation Rights granted on a stand-alone basis shall be exercisable only at such time or times and to such extent as determined by the Administrator. Stock Appreciation Rights granted in conjunction with all or part of any Stock Option shall be exercisable only at the time or times and to the extent that the Stock Options to which they relate are exercisable in accordance with the provisions of
SECTION 4 and this SECTION 5.

(ii) Upon the exercise of a Stock Appreciation Right, a Participant shall be entitled to receive an amount in cash, shares of Stock or both, which in the aggregate are equal in value to the excess of the Fair Market Value of one share of Stock over (i) such value per share of Stock as shall be determined by the Administrator at the time of grant (if the Stock Appreciation Right is granted on a stand-alone basis), or (ii) the exercise price per share specified in the related Stock Option (if the Stock Appreciation Right is granted in conjunction with all or part of any Stock Option), multiplied by the number of shares in respect of which the Stock Appreciation Right shall have been exercised, with the Administrator having the right to determine the form of payment.

(iii) A Stock Appreciation Right shall be transferable only to, and shall be exercisable only by, such persons permitted in accordance with SECTION 4(E).

6. STOCK AWARDS OTHER THAN OPTIONS.

Stock Awards may be directly issued under the Plan (without any intervening options), subject to such terms, conditions, performance requirements, restrictions, forfeiture provisions, contingencies and limitations as the Administrator shall determine. Stock Awards may be issued which are fully and immediately vested upon issuance or which vest in one or more installments over the Participant's period of employment or other service to the Company or upon the attainment of specified performance objectives, or the Company may issue Stock Awards which entitle the Participant to receive a specified number of vested shares of Stock upon the attainment of one or more performance goals or service requirements established by the Administrator.

Shares representing a Stock Award shall be evidenced in such manner as the Administrator may deem appropriate, including book-entry registration or issuance of one or more certificates (which may bear appropriate legends referring to the terms, conditions and restrictions applicable to such Award). The Administrator may require that any such certificates be held in custody by the Company until any restrictions thereon shall have lapsed and that the Participant deliver a stock power, endorsed in blank, relating to the Stock covered by such Award.

A Stock Award may be issued in exchange for any consideration which the Administrator may deem appropriate in each individual instance, including, without limitation:

(i) cash or cash equivalents;

(ii) past services rendered to the Company or any Affiliate; or

(iii) future services to be rendered to the Company or any Affiliate (provided that, in such case, the par value of the stock subject to such Stock Award shall be paid in cash or cash equivalents, unless the Administrator provides otherwise).

A Stock Award that is subject to restrictions on transfer and/or forfeiture provisions may be referred to as an award of "Restricted Stock" or "Restricted Stock Units."

7. CHANGE IN CONTROL PROVISIONS.

(a) Impact of Event. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change in Control:

(i) Any Stock Options and Stock Appreciation Rights outstanding as of the date such Change in Control is determined to have occurred and not then exercisable and vested shall become fully exercisable and vested to the full extent of the original grant;

(ii) The restrictions applicable to any outstanding Stock Award shall lapse, and the Stock relating to such Award shall become free of all restrictions and become fully vested and transferable to the full extent of the original grant;

(iii) All outstanding repurchase rights of the Company with respect to any outstanding Awards shall terminate; and

(iv) Outstanding Awards shall be subject to any agreement of merger or reorganization that effects such Change in Control, which agreement shall provide for:

(A) The continuation of the outstanding Awards by the Company, if the Company is a surviving corporation;

(B) The assumption of the outstanding awards by the surviving corporation or its parent or subsidiary;

(C) The substitution by the surviving corporation or its parent or subsidiary of equivalent awards for the outstanding Awards; or

(D) Settlement of each share of Stock subject to an outstanding Award for the Change in Control Price (less, to the extent applicable, the per share exercise price), or, if the per share exercise price equals or exceeds the Change in Control Price, the outstanding Award shall terminate and be canceled.

(v) In the absence of any agreement of merger or reorganization effecting such Change in Control, each share of Stock subject to an outstanding Award shall be settled for the Change in Control Price (less, to the extent applicable, the per share exercise price), or, if the per share exercise price equals or exceeds the Change in Control Price, the outstanding Award shall terminate and be canceled.

(b) Definition of Change in Control. For purposes of the Plan, a "Change in Control" shall mean the happening of any of the following events:

(i) An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (1) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company,
(2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any Person pursuant to a transaction which complies with clauses (1), (2) and
(3) of subsection (iii) of this SECTION 7(B); or

(ii) Within any period of 24 consecutive months, a change in the composition of the Board such that the individuals who, immediately prior to such period, constituted the Board (such Board shall be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this SECTION 7(B), that any individual who becomes a member of the Board during such period, whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this provision) shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

(iii) The approval by the stockholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company ("Corporate Transaction"); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and

Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets, either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company; any employee benefit plan (or related trust) sponsored or maintained by the Company, by any corporation controlled by the Company, or by such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, more than 30% of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors, except to the extent that such ownership existed with respect to the Company prior to the Corporate Transaction, and (3) individuals who were members of the Board immediately prior to the approval by the stockholders of the Corporation of such Corporate Transaction will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

(iv) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, other than to a corporation pursuant to a transaction which would comply with clauses (1), (2) and (3) of subsection (iii) of this SECTION 7(B), assuming for this purpose that such transaction were a Corporate Transaction.

(c) Change in Control Price. For purposes of the Plan, "Change in Control Price" means the highest of (i) the highest reported sales price, regular way, of a share of Stock in any transaction reported on the New York Stock Exchange Composite Tape or other national securities exchange on which such shares are listed or on Nasdaq, as applicable, during the 60-day period prior to and including the date of a Change in Control, (ii) if the Change in Control is the result of a tender or exchange offer or a Corporate Transaction, the highest price per share of Stock paid in such tender or exchange offer or Corporate Transaction, and (iii) the Fair Market Value of a share of Stock upon the Change in Control. To the extent that the consideration paid in any such transaction described above consists all or in part of securities or other non-cash consideration, the value of such securities or other non-cash consideration shall be determined in the sole discretion of the Board.

8. MISCELLANEOUS.

(a) Amendment. The Board may amend, alter, or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would adversely affect the rights of a Participant under an Award theretofore granted without the Participant's consent, except such an amendment (i) made to avoid an expense charge to the Company or an Affiliate, or (ii) made to permit the Company or an Affiliate a deduction under the Code. No such amendment shall be made without the approval of the Company's stockholders to the extent such approval is required by law, agreement or the rules of any stock exchange or market on which the Stock is listed.

The Administrator may amend the terms of any Stock Option or other Award theretofore granted, prospectively or retroactively, but no such amendment shall adversely affect the rights of the holder thereof without the holder's consent.

(b) Unfunded Status of Plan. It is intended that this Plan be an "unfunded" plan for incentive and deferred compensation. The Administrator may authorize the creation of trusts or other arrangements to meet the obligations created under this Plan to deliver Stock or make payments, provided that, unless the Administrator otherwise determines, the existence of such trusts or other arrangements is consistent with the "unfunded" status of this Plan.

(c) General Provisions.

(i) The Administrator may require each person purchasing or receiving shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to the distribution thereof. The certificates for such shares may include any legend which the Administrator deems appropriate to reflect any restrictions on transfer.

All certificates for shares of Stock or other securities delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Administrator may deem advisable under the rules, regulations and other requirements of the Commission, any stock exchange or market on which the Stock is then listed and any applicable Federal or state securities law, and the Administrator may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(ii) Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting other or additional compensation arrangements for its employees.

(iii) The adoption of the Plan shall not confer upon any employee, director, consultant or advisor any right to continued employment, directorship or

service, nor shall it interfere in any way with the right of the Company or any Subsidiary or Affiliate to terminate the employment or service of any employee, consultant or advisor at any time.

(iv) No later than the date as of which an amount first becomes includible in the gross income of the Participant for Federal income tax purposes with respect to any Award under the Plan, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Administrator, withholding obligations may be settled with Stock, including Stock that is part of the Award that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company, its Subsidiaries and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant. The Administrator may establish such procedures as it deems appropriate for the settlement of withholding obligations with Stock.

(v) The Administrator shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of the Participant's death are to be paid.

(vi) Any amounts owed to the Company or an Affiliate by the Participant of whatever nature may be offset by the Company from the value of any shares of Stock, cash or other thing of value under this Plan or an agreement to be transferred to the Participant, and no shares of Stock, cash or other thing of value under this Plan or an agreement shall be transferred unless and until all disputes between the Company and the Participant have been fully and finally resolved and the Participant has waived all claims to such against the Company or an Affiliate.

(vii) The grant of an Award shall in no way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

(viii) If any payment or right accruing to a Participant under this Plan (without the application of this SECTION
(8)(C)(VIII)), either alone or together with other payments or rights accruing to the Participant from the Company or an Affiliate ("Total Payments") would constitute a "parachute payment" (as defined in Section 280G of the Code and regulations thereunder), such payment or right shall be reduced to the largest amount or greatest right that will result in no portion of the amount payable or right accruing under this Plan being subject to an excise tax under Section 4999 of the Code or

being disallowed as a deduction under Section 280G of the Code; provided, however, that the foregoing shall not apply to the extent provided otherwise in an Award or in the event the Participant is party to an agreement with the Company or an Affiliate that explicitly provides for an alternate treatment of payments or rights that would constitute "parachute payments." The determination of whether any reduction in the rights or payments under this Plan is to apply shall be made by the Administrator in good faith after consultation with the Participant, and such determination shall be conclusive and binding on the Participant. The Participant shall cooperate in good faith with the Administrator in making such determination and providing the necessary information for this purpose. The foregoing provisions of this SECTION 8(C)(VIII) shall apply with respect to any person only if, after reduction for any applicable Federal excise tax imposed by Section 4999 of the Code and Federal income tax imposed by the Code, the Total Payments accruing to such person would be less than the amount of the Total Payments as reduced, if applicable, under the foregoing provisions of this Plan and after reduction for only Federal income taxes.

(ix) To the extent that the Administrator determines that the restrictions imposed by the Plan preclude the achievement of the material purposes of the Awards in jurisdictions outside the United States, the Administrator in its discretion may modify those restrictions as it determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States.

(x) The headings contained in this Plan are for reference purposes only and shall not affect the meaning or interpretation of this Plan.

(xi) If any provision of this Plan shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not effect any other provision hereby, and this Plan shall be construed as if such invalid or unenforceable provision were omitted.

(xii) This Plan shall inure to the benefit of and be binding upon each successor and assign of the Company. All obligations imposed upon a Participant, and all rights granted to the Company hereunder, shall be binding upon the Participant's heirs, legal representatives and successors.

(xiii) This Plan and each agreement granting an Award constitute the entire agreement with respect to the subject matter hereof and thereof, provided that in the event of any inconsistency between this Plan and such agreement, the terms and conditions of the Plan shall control.

(xiv) In the event there is an effective registration statement under the Securities Act pursuant to which shares of Stock shall be offered for sale in an

underwritten offering, a Participant shall not, during the period requested by the underwriters managing the registered public offering, effect any public sale or distribution of shares of Stock received, directly or indirectly, as an Award or pursuant to the exercise or settlement of an Award.

(xv) None of the Company, an Affiliate or the Administrator shall have any duty or obligation to disclose affirmatively to a record or beneficial holder of Stock or an Award, and such holder shall have no right to be advised of, any material information regarding the Company or any Affiliate at any time prior to, upon or in connection with receipt or the exercise of an Award or the Company's purchase of Stock or an Award from such holder in accordance with the terms hereof.

(xvi) This Plan, and all Awards, agreements and actions hereunder, shall be governed by, and construed in accordance with, the laws of the state of Illinois (other than its law respecting choice of law).

9. DEFERRAL OF AWARDS.

The Administrator (in its sole discretion) may permit a Participant to:

(a) have cash that otherwise would be paid to such Participant as a result of the exercise of a Stock Appreciation Right or the settlement of a Stock Award credited to a deferred compensation account established for such Participant by the Administrator as an entry on the Company's books;

(b) have Stock that otherwise would be delivered to such Participant as a result of the exercise of a Stock Option or a Stock Appreciation Right converted into an equal number of Stock units; or

(c) have Stock that otherwise would be delivered to such Participant as a result of the exercise of a Stock Option or Stock Appreciation Right or the settlement of a Stock Award converted into amounts credited to a deferred compensation account established for such Participant by the Administrator as an entry on the Company's books. Such amounts shall be determined by reference to the Fair Market Value of the Stock as of the date on which they otherwise would have been delivered to such Participant.

A deferred compensation account established under this SECTION 9 may be credited with interest or other forms of investment return, as determined by the Administrator. A Participant for whom such an account is established shall have no rights other than those of a general creditor of the Company. Such an account shall represent an unfunded and unsecured obligation of the Company and shall be subject to the terms and conditions of the applicable agreement between such Participant and the Company. If the deferral or conversion of awards is permitted or required, the Administrator (in its sole discretion) may establish rules, procedures and forms

pertaining to such awards, including (without limitation) the settlement of deferred compensation accounts established under this SECTION 9.

10. DEFINITIONS.

For purposes of this Plan, the following terms are defined as set forth below:

(a) "Affiliate" means a corporation or other entity controlled by the Company and designated by the Administrator as such.

(b) "Award" means a Stock Appreciation Right, Stock Option or Stock Award.

(c) "Board" means the Board of Directors of the Company.

(d) "Cause" means (i) the conviction of the Participant for committing a felony under Federal law or the law of the state in which such action occurred, (ii) dishonesty in the course of fulfilling the Participant's duties as an employee or director of, or consultant or advisor to, the Company or (iii) willful and deliberate failure on the part of the Participant to perform such duties in any material respect. Notwithstanding the foregoing, if the Participant and the Company or the Affiliate have entered into an employment or services agreement which defines the term "Cause" (or a similar term), such definition shall govern for purposes of determining whether such Participant has been terminated for Cause for purposes of this Plan. The determination of Cause shall be made by the Administrator, in its sole discretion.

(e) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

(f) "Commission" means the Securities and Exchange Commission or any successor agency.

(g) "Committee" means a committee of Directors appointed by the Board to administer this Plan. Insofar as the Committee is responsible for granting Awards to Participants hereunder, it shall consist solely of two or more directors, each of whom is a "non-employee director" within the meaning of Rule 16b-3, an "outside director" under Section 162(m) of the Code and an "independent director" as defined by the Sarbanes-Oxley Act of 2002 and the NASDAQ Rules.

(h) "Company" means Insurance Auto Auctions, Inc., an Illinois corporation.

(i) "Director" means a member of the Company's Board of Directors.

(j) "Disability" means mental or physical illness that entitles the Participant to receive benefits under the long-term disability plan of the Company or an Affiliate, or if the Participant is not covered by such a plan or the Participant is not an employee of the Company or an Affiliate, a mental or physical illness that

renders a Participant totally and permanently incapable of performing the Participant's duties for the Company or an Affiliate; provided, however, that a Disability shall not qualify under this Plan if it is the result of (i) a willfully self-inflicted injury or willfully self-induced sickness; or (ii) an injury or disease contracted, suffered or incurred while participating in a criminal offense. Notwithstanding the foregoing, if the Participant and the Company or an Affiliate have entered into an employment or services agreement which defines the term "Disability" (or a similar term), such definition shall govern for purposes of determining whether such Participant suffers a Disability for purposes of this Plan. The determination of Disability shall be made by the Administrator, in its sole discretion. The determination of Disability for purposes of this Plan shall not be construed to be an admission of disability for any other purpose.

(k) "Effective Date" means June 18, 2003.

(l) "Eligible Individual" means any officer, employee or director of the Company or a Subsidiary or Affiliate, or any consultant or advisor providing services to the Company or a Subsidiary or Affiliate.

(m) "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

(n) "Fair Market Value" means, as of any given date, the fair market value of the Stock as determined by the Administrator or under procedures established by the Administrator. Unless otherwise determined by the Administrator, the Fair Market Value per share shall be the closing sales price per share of the Stock on Nasdaq (or the principal stock exchange or market on which the Stock is then traded) on the date as of which such value is being determined or the last previous day on which a sale was reported.

(o) "Family Member" means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a Participant (including adoptive relationships); any person sharing the Participant's household (other than a tenant or employee); any trust in which the Participant and any of these persons have all of the beneficial interest; any foundation in which the Participant and any of these persons control the management of the assets; any corporation, partnership, limited liability company or other entity in which the Participant and any of these other persons are the direct and beneficial owners of all of the equity interests (provided the Participant and these other persons agree in writing to remain the direct and beneficial owners of all such equity interests); and any personal representative of the Participant upon the Participant's death for purposes of administration of the Participant's estate or upon the Participant's incompetency for purposes of the protection and management of the assets of the Participant.

(p) "Incentive Stock Option" means any Stock Option intended to be and designated as an "incentive stock option" within the meaning of
Section 422 of the Code.

(q) "Nasdaq" means The Nasdaq Stock Market, including the Nasdaq National Market and the Nasdaq SmallCap Market.

(r) "Non-Qualified Stock Option" means any Stock Option that is not an Incentive Stock Option.

(s) "Optionee" means a person who holds a Stock Option.

(t) "Participant" means a person granted an Award.

(u) "Representative" means (i) the person or entity acting as the executor or administrator of a Participant's estate pursuant to the last will and testament of a Participant or pursuant to the laws of the jurisdiction in which the Participant had his or her primary residence at the date of the Participant's death; (ii) the person or entity acting as the guardian or temporary guardian of a Participant; (iii) the person or entity which is the beneficiary of the Participant upon or following the Participant's death; or
(iv) any person to whom an Option has been transferred with the permission of the Administrator or by operation of law; provided that only one of the foregoing shall be the Representative at any point in time as determined under applicable law and recognized by the Administrator.

(v) "Retirement" means retirement from active employment under a pension plan of the Company or any subsidiary or Affiliate, or under an employment contract with any of them, or termination of employment or provision of services at or after age 55 under circumstances which the Administrator, in its sole discretion, deems equivalent to retirement.

(w) "Stock" means the common stock, par value $0.001 per share, of the Company.

(x) "Stock Appreciation Right" means a right granted under SECTION 5.

(y) "Stock Award" means an Award, other than a Stock Option or Stock Appreciation Right, made in Stock or denominated in shares of Stock.

(z) "Stock Option" means an option granted under SECTION 4.

(aa) "Subsidiary" means any company during any period in which it is a "subsidiary corporation" (as such term is defined in Section 424(f) of the Code) with respect to the Company.

(bb) "Ten Percent Holder" means an individual who owns, or is deemed to own, stock possessing more than 10% of the total combined voting power of all classes of

stock of the Company or of any parent or subsidiary corporation of the Company, determined pursuant to the rules applicable to
Section 422(b)(6) of the Code.

(cc) "1991 Plan" means the Insurance Auto Auctions, Inc. 1991 Stock Option Plan as restated and amended through June 19, 2002.

In addition, certain other terms used herein have the definitions given to them in the first places in which they are used.

Exhibit 10.67

THIRD AMENDMENT TO LEASE

Third Amendment dated as of this 7th day of August, 2003, by and between MRM INVESTMENTS, --- L.L.P., an Arizona limited liability partnership ("Lessor"), and INSURANCE AUTO AUCTIONS, INC., an Illinois corporation ("Lessee").

RECITALS:

A. WHEREAS, Melvin R. Martin and MASP Acquisition Corp. previously entered into a certain Lease of Commercial Space dated January 17, 1992, an Amendment of Lease Agreement dated August 1994, and a Second Amendment to Lease dated August 1, 2000 (collectively "Lease"), concerning the premises commonly known as 2299 West Broadway Road, Phoenix, Arizona 85066 ("Premises").

B. WHEREAS, Lessor is the successor or assignee of Melvin R. Martin and Lessee is the successor or assignee of MASP Acquisition Corp.

C. WHEREAS, the parties desire to amend said Lease as described below.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. RECITALS. The recitals set forth above are incorporated herein and made a part hereof.

2. CONFLICT. In the event of any conflict between the terms of this Third Amendment and the terms of the Lease, the terms of this Third Amendment shall control.

3. DEFINED TERMS. All defined terms contained in this Third Amendment shall have the meanings and definitions as set forth in the Lease.

4. PROJECT. The architectural firm of Blunk Demattei & Associates has designed certain improvements for the Premises as set forth in the revised architectural plans dated April 7, 2003, together with certain landscape plans and civil engineering drawings and plans (the improvements and work depicted in said plans and drawings and other related plans and drawings, as revised from time to time, are hereinafter referred to as the "Project"). Lessee shall submit to Lessor any revisions and modifications to the Project's architectural drawings and plans, for Lessor's reasonable approval, which approval shall not be unreasonably withheld, conditioned or delayed. Lessee shall be solely responsible for causing the Project to be constructed and Lessor shall have no responsibility for same, except for the payment responsibilities described below.

5. PAYMENT FOR PROJECT. Lessor agrees to pay up to $2,000,000 to pay for the cost of the Project (excluding the cost of asphalt, which cost Lessee shall pay). Lessor's payments for

the cost of the Project shall be paid by Lessor into a construction escrow, no more frequently than once a month, during the course of construction as and when payments are due to the architects, engineers, consultants, contractors, subcontractors, suppliers and others working on the Project. In the event that the cost of the Project exceeds $2,000,000, then Lessee shall be responsible for the payment of any and all such excess costs. The total amount paid by Lessor during each calendar quarter during the course of the Project is hereinafter referred to as the "Total Quarterly Project Payments."

6. AMORTIZED PAYMENTS. As of the end of each calendar quarter during the Project, the rent shall be increased as follows. The Total Quarterly Project Payments for each calendar quarter, together with interest at the rate of 10% per annum, amortized over the period of time from the end of the subject calendar quarter through December 31, 2013, results in a certain monthly amortized payment of principal and interest, hereinafter called the "Amortized Payment." The current monthly base rent of $30,000 shall be increased by the amount of each Amortized Payment effective on the first day of the month following each calendar quarter. The foregoing calculation shall be made as of the end of each calendar quarter, and the Amortized Payment resulting from such calculation shall be added to the monthly base rent and shall be payable as additional rent for the entire amortization period through December 31, 2013. Accordingly, all Amortized Payments for the Project shall be paid in full as of December 31, 2013. Lessee may prepay and pay off the remaining principal balance for any or all Amortized Payments, at any time, without any prepayment penalty. Notwithstanding anything to the contrary contained in the Lease, there shall be no rental escalations (as described in paragraph 8 below) in the portion of the rent that constitutes the Amortized Payments.

7. TERM AND RENEWAL OPTIONS. The Term of the Lease currently ends on January 31, 2007. The Term of the Lease is hereby extended so that it runs for an additional period of ten (10) years through and including January 31, 2017. Furthermore, Lessee shall have the option to renew the Lease for three (3) successive periods of five (5) years upon the same terms and conditions of the Lease with the exception of the base rent, which shall be subject to the increases described below.

8. BASE RENT INCREASES. The amount of the current monthly base rent of $30,000 shall remain fixed through January 31, 2007. Effective as of the following "Adjustment Dates," February 1, 2007, and February 1 of each year thereafter during the Term and during any renewal Term, the base rent shall be increased as follows. The base rent for the next twelve (12) months of the Term or renewal Term, as the case may be, shall be determined by multiplying the base rent for the lease year ending on January 31 immediately prior to the Adjustment Date, by a fraction, the numerator of which shall be the Consumer Price Index, All Urban Consumers, West Region, as published by the U.S. Department of Labor, Bureau of Labor Statistics ("CPI Index"), for the month of November immediately prior to the Adjustment Date, and the denominator of which will be the CPI Index for the month of November which is one (1) year prior to the Adjustment Date. Notwithstanding the foregoing, the base rent on each Adjustment Date shall increase at a rate no greater than a maximum of five percent (5%) per year.

9. RIGHT OF FIRST REFUSAL. If Lessor enters into a written contract to sell the leased premises, or any part thereof, or to sell any partnership interest in Lessor, then Lessor shall notify Lessee in writing, enclosing a copy of the fully executed contract ("Third-Party Contract"), and Lessee shall have a right of first refusal to match the Third-Party Contract and enter into a written contract with Lessor containing all of the same terms and conditions of the Third-Party Contract.

If Lessee fails to deliver its written offer containing all of the same terms and conditions as the Third-Party Contract within thirty (30) days after Lessee's receipt of Lessor's written notification of the Third-Party Contract, then this right of first refusal shall expire and Lessor may proceed to sell the leased premises or partnership interest, subject to this Lease, pursuant to said Third-Party Contract. If Lessor does not consummate the foregoing sale pursuant to said Third-Party Contract, then the right of first refusal described above shall again apply to any subsequent contracts entered into by Lessor concerning same. Notwithstanding the foregoing, it is acknowledged and agreed that transfers of partnership interest in Lessor between existing partners, or to family members of existing partners, or to trusts, estates or other entities under which such family members or existing partners are the sole beneficiaries or owners thereof, shall not trigger the foregoing right of first refusal, provided, however, that the right of first refusal shall continue and remain in full force and effect as to any other sales or transfers of the leased premises or partnership interest.

10. PURCHASE OPTION. The Purchase Option contained in paragraph 6.6, in the Addendum A to the Lease dated January 17, 1992, shall remain and continue in full force and effect, except that the purchase price described therein shall be increased by the sum of any unpaid Amortized Payments remaining at the time Lessee exercises the subject Purchase Option. Lessor and Lessee acknowledge that the Purchase Option provisions contained in the January 17, 1992 Lease pertain only to the original leased premises consisting of approximately 35 acres.

11. IMPROVEMENTS REMAIN. Upon the termination of this Lease, Lessee shall not be obligated to remove any of the improvements which comprise the Project, but Lessee may elect, in Lessee's sole discretion, to remove any of Lessee's trade fixtures and personal property.

12. TITLE INSURANCE. Lessee, at its own cost, may purchase leasehold title insurance, and Lessor shall cooperate with same, including, but not limited to, the execution of a Memorandum of Lease for recording.

13. LEASE CONTINUES. Except as modified by this Third Amendment, all terms and conditions set forth in the Lease shall remain and continue in full force and effect.

14. CONDITION. This Third Amendment is subject to the condition that Lessee is able to obtain all necessary governmental approvals to proceed with the Project as desired by Lessee. Lessee may elect to waive this condition.

IN WITNESS WHEREOF, this Third Amendment was executed as of the date first above written.

LESSOR:                                       LESSEE:

MRM INVESTMENTS, L.L.P.                       INSURANCE AUTO AUCTIONS, INC.

By: /s/ Melvin R. Martin                      By: /s/ Scott P. Pettit
    -----------------------------------          -------------------------------
    Melvin R. Martin, General Partner             Scott P. Pettit
                                                  Chief Financial Officer

EXHIBIT 10.68

THIRD AMENDMENT TO LEASE

Third Amendment dated as of this 7th day of August, 2003, by and between MJB PROPERTIES, an Arizona general partnership ("Lessor"), and INSURANCE AUTO AUCTIONS CORP., a Delaware corporation ("Lessee").

RECITALS:

A. WHEREAS, Lessor and Lessee previously entered into a certain Standard Industrial/Commercial Single-Tenant Lease dated November 1, 1994, an Amendment of Lease Agreement dated June 1, 1995, and an Extension to Lease dated March 5, 1999 (collectively "Lease"), concerning the premises commonly known as 4226 East Main Street, Grand Prairie, Texas ("Premises").

B. WHEREAS, the parties desire to amend said Lease as described below.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. RECITALS. The recitals set forth above are incorporated herein and made a part hereof.

2. CONFLICT. In the event of any conflict between the terms of this Amendment and the terms of the Lease, the terms of this Amendment shall control.

3. DEFINED TERMS. All defined terms contained in this Amendment shall have the meanings and definitions as set forth in the Lease.

4. PROJECT. The architectural firm of CivCon Services, Inc., has designed certain improvements for the Premises as set forth in its revised architectural plans together with certain landscape plans and civil engineering drawings and plans (the improvements and work depicted in said plans and drawings and other related plans and drawings, as revised from time to time, are hereinafter referred to as the "Project"). Lessee shall submit to Lessor any revisions and modifications to the Project's architectural drawings and plans, for Lessor's reasonable approval, which approval shall not be unreasonably withheld, conditioned or delayed. Lessee shall be solely responsible for causing the Project to be constructed and Lessor shall have no responsibility for same, except for the payment responsibilities described below.

5. PAYMENT FOR PROJECT. Lessor agrees to pay up to $ 1,000,000 to pay for the cost of the Project (excluding the cost of asphalt, which cost Lessee shall pay). Lessor's payments for the cost of the Project shall be paid by Lessor into a construction escrow, no more frequently than once a month, during the course of construction as and when payments are due to the architects, engineers, consultants, contractors, subcontractors, suppliers and others working on the Project. In the event that the cost of the Project exceeds $1,000,000, then Lessee shall be responsible for)

the payment of any and all such excess costs. The total amount paid by Lessor during each calendar quarter during the course of the Project is hereinafter referred to as the "Total Quarterly Project Payments."

6. AMORTIZED PAYMENTS. As of the end of each calendar quarter during the Project, the rent shall be increased as follows. The Total Quarterly Project Payments for each calendar quarter, together with interest at the rate of 10% per annum, amortized over the period of time from the end of the subject calendar quarter through December 31, 2013, results in a certain monthly amortized payment of principal and interest, hereinafter called the "Amortized Payment." The current monthly base rent of $39,000 shall be increased by the amount of each Amortized Payment effective on the first day of the month following each calendar quarter. The foregoing calculation shall be made as of the end of each calendar quarter, and the Amortized Payment resulting from such calculation shall be added to the monthly base rent and shall be payable as additional rent for the entire amortization period through December 31, 2013. Accordingly, all Amortized Payments for the Project shall be paid in full as of December 31, 2013. Lessee may prepay and pay off the remaining principal balance for any or all Amortized Payments, at any time, without any prepayment penalty. Notwithstanding anything to the contrary contained in the Lease, there shall be no rental escalations (as described in paragraph 8 below) in the portion of the rent that constitutes the Amortized Payments.

7. TERM AND RENEWAL OPTIONS. The Term of the Lease currently ends on October 31, 2004. The Term of the Lease is hereby extended so that it runs for an additional period often (10) years through and including October 31, 2014. Furthermore, Lessee shall have the option to renew the Lease for three (3) successive periods of five (5) years upon the same terms and conditions of the Lease with the exception of the base rent, which shall be subject to the increases described below.

8. BASE RENT INCREASES. The amount of the current monthly base rent of $39,000 shall remain fixed through October 31, 2004. Effective as of the following "Adjustment Dates," November 1, 2004, and November 1 of each year thereafter during the Term and during any renewal Term, the base rent shall be increased as follows. The base rent for the next twelve (12) months of the Term or renewal Term, as the case may be, shall be determined by multiplying the base rent for the lease year ending on October 31 immediately prior to the Adjustment Date, by a fraction, the numerator of which shall be the Consumer Price Index, All Urban Consumers, South Region, as published by the U.S. Department of Labor, Bureau of Labor Statistics ("CPI Index"), for the month of August immediately prior to the Adjustment Date, and the denominator of which will be the CPI Index for the month of August which is one (1) year prior to the Adjustment Date. Notwithstanding the foregoing, the base rent on each Adjustment Date shall increase at a rate no greater than a maximum of five percent (5%) per year.

9. RIGHT OF FIRST REFUSAL. If Lessor enters into a written contract to sell the leased premises, or any part thereof, or to sell any partnership interest in Lessor, then Lessor shall notify Lessee in writing, enclosing a copy of the fully executed contract ("Third-Party Contract"), and Lessee shall have a right of first refusal to match the Third-Party Contract and enter into a written contract with Lessor containing all of the same terms and conditions of the Third-Party Contract. If Lessee fails to deliver its written offer containing all of the same terms and conditions as the Third-Party Contract within thirty (30) days after Lessee's receipt of Lessor's written notification of the Third-Party Contract, then this right of first refusal shall expire and Lessor may proceed to

sell the leased premises or partnership interest, subject to this Lease, pursuant to said Third-Party Contract. If Lessor does not consummate the foregoing sale pursuant to said Third-Party Contract, then the right of first refusal described above shall again apply to any subsequent contracts entered into by Lessor concerning same. Notwithstanding the foregoing, it is acknowledged and agreed that transfers of partnership interest in Lessor between existing partners, or to family members of existing partners, or to trusts, estates or other entities under which such family members or existing partners are the sole beneficiaries or owners thereof, shall not trigger the foregoing right of first refusal, provided, however, that the right of first refusal shall continue and remain in full force and effect as to any other sales or transfers of the leased premises or partnership interest.

10. IMPROVEMENTS REMAIN. Upon the termination of this Lease, Lessee shall not be obligated to remove any of the improvements which comprise the Project, but Lessee may elect, in Lessee's sole discretion, to remove any of Lessee's trade fixtures and personal property.

11. TITLE INSURANCE. IAA, at its own cost, may purchase leasehold title insurance, and Lessor shall cooperate with same, including, but not limited to, the execution of a Memorandum of Lease for recording.

12. USE RESTRICTION. The use restriction set forth in paragraph 49.1 in the Addendum to Lease dated November 1, 1994, is hereby deleted and the following is substituted in place thereof:

Lessee acknowledges that the following deed restriction affects the use of the Premises, but that said restriction terminates on August 9,2009, being 15 years after the date of such deed:

"Grantor, as a condition and covenant in this conveyance and by express reservation and exception in this deed, hereby restricts the Property (subject to the provisions hereafter set forth) against any use of the Property for the conduct of any enterprise, business or activity involving, directly or indirectly, the sale of any automobile, truck, off-road vehicle, bus, motorcycle, motorbike or any other vehicle (collectively the "Vehicles") save and except those classified on the certificate of title as scrap, junk, salvage, theft recovery or other comparable classification. Notwithstanding the foregoing, the Grantee may sell up to, but not in excess of one hundred (100) Vehicles the certificate of title to which are not branded as any of the aforesaid classification during any calendar week. The restriction in this deed shall be deemed a covenant running with the land and shall continue for a period of fifteen (15) years from the date hereof at which time restrictions may be enforced by the Grantor and its successors and assigns at their election by injunction, suit for damages or any other remedy at law or in equity and in the event of such enforcement by the Grantor, its successors or assigns, the same shall be entitled to recover reasonable attorney's fees, all court costs and expenses."

13. LEASE CONTINUES. Except as modified by this Third Amendment, all terms and conditions set forth in the Lease shall remain and continue in full force and effect.

14. CONDITION. This Third Amendment is subject to the condition that Lessee is able to obtain all necessary governmental approvals to proceed with the Project as desired by Lessee.

IN WITNESS WHEREOF, this Third Amendment was executed as of the date first above written.

LESSOR:                                         LESSEE:

MJB PROPERTIES                                  INSURANCE AUTO AUCTIONS CORP.

By: /s/ Melvin R. Martin                         By: /s/ Scott P. Pettit
    ------------------------------------            ----------------------------
    Melvin R. Martin, General Partner               Scott P. Pettit
                                                    Chief Financial Officer

Exhibit 10.69

TEMPORARY USE LICENSE AGREEMENT

This TEMPORARY USE LICENSE AGREEMENT ("License") is made this 1st day of March, 2004, by and between MRM INVESTMENTS LIMITED PARTNERSHIP, an Arizona limited liability limited partnership ("Licensor"), and INSURANCE AUTO AUCTIONS, INC., an Illinois corporation ("Licensee").

WITNESSETH:

WHEREAS, Licensor is the owner/occupant of property located at 2299 W. Broadway Road, Southernmost 8.9 +/- acres, Phoenix, AZ 85041 (hereinafter, the "Property"); and

WHEREAS, Licensee wishes to use the Property for storing salvage motor vehicles ("Use") and Licensor is agreeable to such Use but only upon the terms and conditions set forth in this License.

NOW, THEREFORE, in consideration of the mutual terms and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, Licensor and Licensee agree as follows;

1. LICENSE. Subject to the terms and conditions set forth below, Licensor hereby grants Licensee, and Licensee hereby accepts from Licensor, a temporary license for use of the Property for the Use. Licensee shall not use the Property for any other purpose or use except the Use, nor permit the Property to be used for any other use or purpose other than as set forth herein. Licensee will not permit the Use of the Property to create a nuisance or disturb Licensor. The Property is provided to Licensee without any alteration or warranty, "AS IS, WHERE IS." Licensee shall make no permanent or structural alteration to the Property without the prior consent of Licensor. Upon the termination of this License, Licensee shall remove all such alterations and personalty, and return the Property to Licensor in its previous condition, except for ordinary wear and tear and damage by casualty.

2. LICENSE FEES. Licensee agrees to pay Licensor in advance for the License granted herein the sum of Thirty Six Thousand Dollars ($36,000.00) per annum, payable in equal monthly installments of Three Thousand Dollars ($3,000.00).

3. TERM OF LICENSE. The License granted herein shall commence on the date first written above, and license is not for a specific term or duration. It may be terminated at any time by either the Licensor or Licensee upon 30 days prior written notice to either party by the other.

4. LICENSOR'S APPROVAL. Licensee shall not use any furnishing, equipment, displays,

stands, decorations or signs in the conduct of its business at the Property without, in each instance, first obtaining Licensor's prior written consent, which consent may not be unreasonably withheld.

5. LICENSEE'S COVENANTS. Licensee shall: (i) conduct its business at the Property at all times in a dignified manner; (ii) keep all furnishings, merchandise, equipment, displays, stands, decorations and signs used at the Property in a neat, clean and safe condition, and in good operating order and repair; (iii) neither solicit business nor distribute advertising matter in any of the common areas outside of the Property; (iv) conduct its business at the Property at all times in compliance with all federal, state and local laws, ordinances, rules, regulations and codes, including the Americans with Disabilities Act, all environmental laws and any zoning codes; (v) receive or make all deliveries or shipments of any kind to and from the Property only as designated by Licensor, and only at such times as designated by Licensor; (vi) properly store and dispose of all garbage and refuse at the Property and the area immediately adjoining thereto; (vii) intentionally deleted; (viii) not place, suffer or permit any obstructions or merchandise in any areas except the Property, and not in any way interfere with or cause disturbance to the use and quiet enjoyment of Licensor. Licensee shall procure all necessary licenses or other governmental approvals or permits, and shall be solely responsible for paying all governmental charges or taxes relating to its business conducted at the Property. Licensee shall make all necessary repairs to areas damaged as a result of its Use of the Property.

6. UTILITIES. REPAIR AND MAINTENANCE. Licensee shall be solely responsible for:
(i) making arrangements for any utility services Licensee requires at the Property; (ii) paying all charges or bills incurred for utility service at the Property or used in connection with Licensee's business conducted thereon. Licensee shall be responsible for all repairs and maintenance to the Property (including alterations to the Property required by governmental action), unless caused by the negligence or willful misconduct of Licensor, its employees, contractors or agents, in which case, Licensor shall reimburse Licensee for the reasonable costs incurred by Licensor in repairing such damage.

7. INDEMNITY. Licensor assumes no liability or responsibility whatsoever with respect to the Use and operation of Licensee's business in the Property, nor shall Licensor be liable for any accident, loss, damage, injury, fine, fee, cost, expense (including attorney fees), or claim therefore, to any persons or property in or about the Property except those caused directly by the negligence or willful misconduct of Licensor, its employees, contractors or agents. Licensee assumes full liability for all such accidents, losses, damages, injuries, fines, fees, costs, expenses (including attorney fees), or claims therefore, and shall protect, defend and hold Licensor and Licensor's officers, directors, partners, trustees, shareholders, agents, affiliates, successors, assigns, contractors, agents and employees, harmless therefrom which arise from or in connection with the Use of or the operation of the business at the Property during the term of the License by Licensee, or by any of Licensee's officers, directors, agents, contractors, employees, licensees or invitees, or arising from any condition of the Property resulting from any

default by Licensee in observing or performing any of the covenants contained in this License, or from any fault or neglect of Licensee or any of its officers, directors, agents, contractors, employees, licensees or invitees.

8. LIABILITY INSURANCE. Licensor and Licensee shall each obtain and keep in effect throughout the term of this License, liability insurance insuring their respective liabilities hereunder in amounts and under policies that are commercially reasonable, and from insurers licensed to do business in the State in which the Building is located. All such insurance policies shall not be canceled, materially altered or non-renewed except upon thirty (30) days prior written notice to the other party, and shall waive all of the insurer's rights of subrogation. A certificate of such insurance shall be delivered by either party to the other upon the request of such other party. Upon occupancy Licensee shall provide a certificate of insurance to Licensor indicating that Licensor and Lessor/Owner are named as additional insureds on the policy with respect to Licensee's activities on the property.

9. PROPERTY DAMAGE AND INSURANCE. Licensee shall bear all risk of loss, damage, theft, misappropriation or other casualty to all or any portion of Licensee's personal property located at or about the Property, and for the interruption of Licensee's business, irrespective of the cause. Licensee shall, at its own discretion, procure property/casualty and/or business interruption insurance in amounts, with deductibles and from insurers as Licensee deems appropriate. In no event shall Licensor be liable for interruption to Licensee's business, or for damage to, or replacement or repair of, Licensee's personal property. Licensor shall procure appropriate property/casualty insurance for the Property, and shall be liable for all damage thereto except as otherwise set forth herein.

10. CASUALTY/CONDEMNATION. Except as otherwise set forth herein, Licensor shall have no obligation at any time during the term of this Agreement to make any changes, repairs or improvements to the Property. If the Property shall be damaged or destroyed by fire or other casualty, or shall be subject to full or partial condemnation, Licensor shall have no obligation to repair or restore the same unless it shall so elect in its sole and absolute discretion. If Licensor shall not elect to repair or restore the Property, this License shall terminate as of the date of the casualty or date of taking, without further liability of either party to the other except for obligations previously accrued, but unpaid or unperformed as provided herein. If no material portion of the Property shall be damaged or condemned, this License shall continue until its expiration or earlier termination as provided herein.

11. NO ASSIGNMENT. Licensee shall not assign this License without the prior written consent of Licensor, which consent Licensor may withhold in its sole and absolute discretion. The consent by Licensor to any assignment shall not constitute a waiver of the necessity for such consent to any subsequent assignment. This prohibition against assigning shall be construed to include a prohibition against any assignment by operation of law. Notwithstanding any assignment, Licensee shall remain fully liable and shall not be released from any obligations under this License. The prohibition

against assignment herein shall not prevent assignment by Licensee to any successor in interest or any affiliate.

12. IMMEDIATE TERMINATION. If Licensee should fail to perform any covenant or obligation arising hereunder, Licensor may, at Licensor's sole discretion and upon prior 30 days written notice to Licensee, immediately terminate all of Licensee's rights and privileges granted herein, and thereafter, this License shall be of no further force or effect.

13. NOT A LEASE. It is hereby declared by and between the parties that it is not the intention of either Licensor or Licensee to create between them the relationship of Landlord and Tenant. Rather, this Agreement is intended solely to create a bare privilege on the part of the Licensee, personal to Licensee, to operate its business in the Property in the manner described herein.

14. NO BROKERS. Each party hereto warrants to the other that no broker was used in connection with the negotiation of this License, and that no broker's fee is owed by any party.

15. NOTICES. Any notice required or permitted herein shall be made in writing, and shall be sent (i) by registered or certified U.S. mail, return receipt requested; (ii) by reliable overnight courier service; (iii) or by hand delivery; to the addresses for the respective party set forth below, or any other address provided to the other party in writing from time to time:

 If to Licensee:    Insurance Auto Auctions, Inc.
                    850 E. Algonquin Road, Suite 100
                    Schaumburg, IL 60173
                    ATTN: Scott P. Pettit, Chief Financial Officer

With a copy to:     Insurance Auto Auctions, Inc.
                    850 E. Algonquin Road, Suite 100
                    Schaumburg, IL 60173
                    ATTN: Michael J. Madden, Vice President Real Estate

 If to Licensor:    Melvin R. Martin
                    4639 North 14th Drive Phoenix,
                    AZ 85023-5194

Written notice to any party shall be deemed to have been given upon being mailed to the proper address provided above, with proper postage prepaid, or upon actual delivery if hand delivered or sent by overnight courier.

16. LICENSE FEE PAYMENT. License fee payments shall be made directly to Licensor at Melvin R. Martin, 14639 North 14th Drive, Phoenix, AZ 85023-5194.

17. ENVIRONMENTAL PROVISIONS. Licensor recognizes that Licensee in the normal and ordinary course of their business may use and utilize certain hazardous materials. "Hazardous Materials" shall mean petroleum, including crude oil, or any other product thereof, asbestos, polychlorinated biphenyls, any material, defined as hazardous in the Comprehensive Environmental Response Compensation Liability Act of 1980, as amended, 42 U.S.C. ss.9601-9657, the Hazardous Materials Transportation Act of 1975, 49 U.S.C. ss.1801-1812; the Resource Conservation Recovery Act of 1976, 42 U.S.C. ss.6901-6987; or any substance defined as a hazardous substance or hazardous waste in any federal, state or local statute, law, ordinance, code, regulation, order or decree regulating or relating to, or imposing liability on standards of conduct concerning hazardous waste, materials, or substances, now or at any time hereafter in effect. Licensee agrees, and agrees to require each sublicensee, to comply with all legal requirements applicable to the use, utilization, handling, storage and transportation of any Hazardous Materials.

Licensee covenants and agrees to indemnify and defend Licensor from any and all claims, losses, liabilities, penalties, costs or expenses of any kind or nature whatsoever, including without limitation, attorney and expert fees which may at any time during Licensee's occupancy, be asserted or imposed against Licensor and which arise out of and are caused by the presence or use of hazardous materials on the Property by Licensee including without limitation: (i) the cost to remove the hazardous materials, or otherwise remediate the Property because of the Hazardous Materials; and (ii) costs incurred to comply with any laws, orders, judgments, or regulations with respect to the presence of hazardous materials. Licensor shall fully cooperate with Licensee in responding to any claim, order or other legal action.

Licensee, at its sole cost, expense and option, may cause Phase I and Phase II environmental assessments to be conducted on the Premises. Licensee will share the written results of this assessment with Licensor. It is stipulated and agreed by and between Licensor and Licensee that this environmental assessment shall provide the "baseline" for Licensee's environmental responsibility and potential liability. That is, Licensee shall absolutely and without qualification neither be responsible nor liable for any pre-existing environmental concerns or issues revealed as a result of its Phase I and Phase II environmental assessments.

18. MISCELLANEOUS. All provisions herein shall be binding upon and shall inure to the benefit of the parties hereto, and to their respective legal representatives, successors and permitted assigns. Each provision to be performed by Licensee shall be construed to be both a covenant and a condition, and if there shall be more than one Licensee, they shall all be bound, jointly and severally. The provisions of this License shall be severable, and shall be construed pursuant to the laws of the State in which the Building is located. Time is of the essence. This License, and any exhibits and/or addendum attached hereto, set forth the entire agreement between the parties hereto

relating to the subject matter hereof. Any prior conversation or writing are merged herein and extinguished. No subsequent amendment to this Agreement shall be binding upon Licensor or Licensee unless reduced to writing and signed by both parties hereto, except as otherwise provided herein. This License shall have no binding effect on either party unless and until executed by both Licensor and Licensee.

18. TRUE LICENSE. Notwithstanding any term or provision herein to the contrary, this document is merely granting Licensee a bare license to use and occupy the Licensed Premises; and does not in any way imply any affiliation of Licensor with Licensee, or establish or memorialize any partnership, joint venture or other such relationship between Licensor and Licensee.

IN WITNESS WHEREOF, Licensor and Licensee have caused this License to be executed and delivered, being first fully authorized so to do, on the date first above written.

LICENSOR:

MRM INVESTMENTS LIMITED PARTNERSHIP
an Arizona limited liability limited
partnership

By:  /s/  Mel Martin
     -------------------------------
Name:  Mel Martin
       -----------------------------
Title: Principal & Owner
       -----------------------------

LICENSEE:

INSURANCE AUTO AUCTIONS, INC.
AN ILLINOIS CORPORATION

By:  /s/ Scott P. Pettit
     -------------------------------
Name:  Scott P. Pettit
       -----------------------------
Title: Chief Financial Officer
       -----------------------------

Exhibit 10.127

EXECUTION COPY

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF MARCH 19, 2004

AMONG

INSURANCE AUTO AUCTIONS, INC.,
AS THE BORROWER

THE LENDERS FROM TIME TO TIME PARTIES HERETO,

AND

LASALLE BANK NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT

Exhibit 10.127

TABLE OF CONTENTS

                                                                                                                    PAGE
                                                                                                                    ----
ARTICLE I DEFINITIONS ...........................................................................................     1

         1.1.     Certain Defined Terms..........................................................................     1
         1.2.     References.....................................................................................    23
         1.3.     Supplemental Disclosure........................................................................    23

ARTICLE II THE CREDITS...........................................................................................    23

         2.1.     Description of Facilities......................................................................    23
                  2.1.1.       Revolving Loans; Commitment.......................................................    23
                  2.1.2.       Term Loans........................................................................    24
                  2.1.3.       Departing Lender..................................................................    24
         2.2.     Required Payments; Termination Date............................................................    24
                  2.2.1.       Required Payments.................................................................    24
                  2.2.2.       Termination Date..................................................................    24
         2.3.     Ratable Loans..................................................................................    25
         2.4.     Types of Advances..............................................................................    25
         2.5.     Commitment Fee;  Reductions in Aggregate Commitment............................................    25
                  2.5.1.       Commitment Fee....................................................................    25
                  2.5.2.       Reductions in Aggregate Commitment.  .............................................    25
         2.6.     Minimum Amount of Each Advance.................................................................    25
         2.7.     Optional Principal Payments; Mandatory Principal Prepayments...................................    25
                  2.7.1.       Optional Principal Payments.......................................................    25
                  2.7.2.       Mandatory Principal Prepayments...................................................    26
         2.8.     Method of Selecting Types and Interest Periods for New Advances................................    26
         2.9.     Conversion and Continuation of Outstanding Advances............................................    27
         2.10.    Interest Rates.................................................................................    27
         2.11.    Rates Applicable After Default.................................................................    28
         2.12.    Method of Payment..............................................................................    28
         2.13.    Noteless Agreement; Evidence of Indebtedness...................................................    28
         2.14.    Telephonic Notices.............................................................................    29
         2.15.    Interest Payment Dates; Interest and Fee Basis.................................................    29
         2.16.    Notification of Advances, Interest Rates, Prepayments and Commitment Reductions;
                  Availability of Credit Extensions..............................................................    30
         2.17.    Lending Offices................................................................................    30
         2.18.    Non-Receipt of Funds by the Administrative Agent...............................................    30
         2.19.    Facility LC's..................................................................................    31
                  2.19.1.      Issuance..........................................................................    31
                  2.19.2.      Participations....................................................................    31
                  2.19.3.      Notice............................................................................    31
                  2.19.4.      LC Fees...........................................................................    32
                  2.19.5.      Administration; Reimbursement by Lenders..........................................    32

SIDLEY AUSTIN BROWN & WOOD LLP

                  2.19.6.      Reimbursement by Borrower.........................................................    32
                  2.19.7.      Obligations Absolute..............................................................    33
                  2.19.8.      Actions of LC Issuer..............................................................    33
                  2.19.9.      Indemnification...................................................................    34
                  2.19.10.     Lenders' Indemnification..........................................................    34
                  2.19.11.     Facility LC Collateral Account....................................................    34
                  2.19.12.     Rights as a Lender................................................................    35
         2.20.    Replacement of Lender..........................................................................    35

ARTICLE III......................................................................................................    35

YIELD PROTECTION; TAXES..........................................................................................    36

         3.1.     Yield Protection...............................................................................    36
         3.2.     Changes in Capital Adequacy Regulations........................................................    37
         3.3.     Availability of Types of Advances..............................................................    37
         3.4.     Funding Indemnification........................................................................    37
         3.5.     Taxes..........................................................................................    38
         3.6.     Lender Statements; Survival of Indemnity.......................................................    39

ARTICLE IV CONDITIONS PRECEDENT..................................................................................    40

         4.1.     Effectiveness of this Agreement................................................................    40
         4.2.     Each Credit Extension..........................................................................    41

ARTICLE V REPRESENTATIONS AND WARRANTIES.........................................................................    41

         5.1.     Existence and Standing.........................................................................    41
         5.2.     Authorization and Validity.....................................................................    42
         5.3.     No Conflict; Government Consent................................................................    42
         5.4.     Financial Statements...........................................................................    42
         5.5.     Material Adverse Change; No Default............................................................    43
         5.6.     Taxes..........................................................................................    43
         5.7.     Litigation and Contingent Obligations..........................................................    43
         5.8.     Subsidiaries...................................................................................    43
         5.9.     Accuracy of Information........................................................................    43
         5.10.    Regulation U...................................................................................    44
         5.11.    Material Agreements............................................................................    44
         5.12.    Compliance With Laws...........................................................................    44
         5.13.    Ownership of Properties........................................................................    44
         5.14.    ERISA; Foreign Pension Matters.................................................................    44
         5.15.    Plan Assets; Prohibited Transactions...........................................................    45
         5.16.    Environmental Matters..........................................................................    45
         5.17.    Investment Company Act: Other Regulation.......................................................    45
         5.18.    Indebtedness...................................................................................    45
         5.19.    Insurance......................................................................................    45
         5.20.    Solvency.......................................................................................    45

SIDLEY AUSTIN BROWN & WOOD LLP

         5.21.    Permits; Intellectual Property.................................................................    45
         5.22.    Labor Matters..................................................................................    46
         5.23.    Collateral Documents...........................................................................    46

ARTICLE VI COVENANTS.............................................................................................    46

         6.1.     Financial Reporting............................................................................    46
         6.2.     Use of Proceeds................................................................................    48
         6.3.     Notice of Default..............................................................................    48
         6.4.     Conduct of Business; Charter Amendments; Accounting Changes....................................    48
                  6.4.1.       Conduct of Business...............................................................    49
                  6.4.2.       Charter Amendments................................................................    49
                  6.4.3.       Accounting Changes................................................................    49
         6.5.     Taxes; Claims, Judgments, Etc..................................................................    49
         6.6.     Insurance......................................................................................    49
         6.7.     Compliance with Laws...........................................................................    50
         6.8.     Maintenance of Properties......................................................................    50
         6.9.     Further Assurances.............................................................................    50
         6.10.    Restricted Payments............................................................................    50
         6.11.    Indebtedness...................................................................................    51
         6.12.    Merger.........................................................................................    52
         6.13.    Sale of Assets.................................................................................    52
         6.14.    Investments and Acquisitions...................................................................    52
         6.15.    Liens..........................................................................................    53
         6.16.    Consolidated Rentals.  ........................................................................    54
         6.17.    Affiliates.....................................................................................    54
         6.18.    ERISA..........................................................................................    54

         6.19.    Financial Covenants............................................................................    55
                  6.19.1.      Minimum Consolidated EBITDA.......................................................    55
                  6.19.2.      Leverage Ratio....................................................................    55
                  6.19.3.      Minimum Net Worth.................................................................    56
                  6.19.4.      Capital Expenditures, Acquisitions and Stock Repurchases..........................    56
                  6.19.5.      Liquidity.........................................................................    56
         6.20.    Addition of Guaranty; Guarantors...............................................................    56
         6.21.    Sale and Leaseback Transactions and other Off-Balance Sheet Liabilities........................    56
         6.22.    Reduction of Revolving Loans...................................................................    57
         6.23.    Collateral Documents...........................................................................    57

ARTICLE VII DEFAULTS.............................................................................................    58

         7.1.     Breach of Representations or Warranties........................................................    58
         7.2.     Failure to Make Payments When Due..............................................................    58
         7.3.     Breach of Covenants............................................................................    58
         7.4.     Other Breaches.................................................................................    58
         7.5.     Default as to Other Indebtedness...............................................................    58
         7.6.     Voluntary Bankruptcy; Appointment of Receiver; Etc.............................................    59
         7.7.     Involuntary Bankruptcy; Appointment of Receiver; Etc...........................................    59

SIDLEY AUSTIN BROWN & WOOD LLP

         7.8.     Custody or Control of Property.................................................................    59
         7.9.     Judgments......................................................................................    60
         7.10.    Unfunded Liabilities...........................................................................    60
         7.11.    Other ERISA Liabilities........................................................................    60
         7.12.    Environmental Matters..........................................................................    60
         7.13.    Change in Control..............................................................................    60
         7.14.    Other Default..................................................................................    60
         7.15.    Rate Management Obligation.....................................................................    61
         7.16.    Loss of Licenses...............................................................................    61
         7.17.    Material Adverse Change........................................................................    61
         7.18.    Guaranty.......................................................................................    61

ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES......................................................    61

         8.1.     Acceleration; Facility LC Collateral Account...................................................    61
         8.2.     Amendments.....................................................................................    62
         8.3.     Preservation of Rights.........................................................................    63

ARTICLE IX GENERAL PROVISIONS....................................................................................    63

         9.1.     Survival of Representations....................................................................    63
         9.2.     Governmental Regulation........................................................................    63
         9.3.     Headings.......................................................................................    63
         9.4.     Entire Agreement...............................................................................    63
         9.5.     Several Obligations; Benefits of this Agreement................................................    63
         9.6.     Expenses; Indemnification......................................................................    64
         9.7.     Numbers of Documents...........................................................................    64
         9.8.     Accounting.....................................................................................    65
         9.9.     Severability of Provisions.....................................................................    65
         9.10.    Nonliability of Lenders........................................................................    65
         9.11.    Confidentiality................................................................................    65
         9.12.    Lenders Not Utilizing Plan Assets..............................................................    66
         9.13.    Nonreliance....................................................................................    66
         9.14.    Disclosure.....................................................................................    66
         9.15.    Subordination of Intercompany Indebtedness.....................................................    66

ARTICLE X THE ADMINISTRATIVE AGENT...............................................................................    67

         10.1.    Appointment; Nature of Relationship............................................................    67
         10.2.    Powers.........................................................................................    67
         10.3.    General Immunity...............................................................................    68
         10.4.    No Responsibility for Credit Extensions, Recitals, etc.........................................    68
         10.5.    Action on Instructions of Lenders..............................................................    68
         10.6.    Employment of the Administrative Agent and Counsel.............................................    68
         10.7.    Reliance on Documents; Counsel.................................................................    69
         10.8.    Administrative Agent's Reimbursement and Indemnification.......................................    69
         10.9.    Notice of Default..............................................................................    69
         10.10.   Rights as a Lender.............................................................................    69

SIDLEY AUSTIN BROWN & WOOD LLP

         10.11.   Lender Credit Decision.........................................................................    70
         10.12.   Successor Administrative Agent.................................................................    70
         10.13.   Agent and Arranger Fees........................................................................    71
         10.14.   Delegation to Affiliates.......................................................................    71
         10.15.   Collateral Documents...........................................................................    71

ARTICLE XI SETOFF; RATABLE PAYMENTS..............................................................................    72

         11.1.    Setoff.........................................................................................    72
         11.2.    Ratable Payments...............................................................................    72

ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS....................................................    72

         12.1.    Successors and Assigns.........................................................................    73
                  12.1.1.      Successors and Assigns............................................................    73
         12.2.    Participations.................................................................................    73
                  12.2.1.      Permitted Participants; Effect....................................................    73
                  12.2.2.      Voting Rights.....................................................................    73
                  12.2.3.      Benefit of Setoff.................................................................    74
         12.3.    Assignments....................................................................................    74
                  12.3.1.      Permitted Assignments.............................................................    74
                  12.3.2.      Effect; Effective Date............................................................    74
                  12.3.3.      The Register......................................................................    75
         12.4.    Dissemination of Information...................................................................    75
         12.5.    Tax Treatment..................................................................................    75

ARTICLE XIII NOTICES.............................................................................................    76

         13.1.    Notices........................................................................................    76
         13.2.    Change of Address..............................................................................    76

ARTICLE XIV COUNTERPARTS.........................................................................................    76

ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL..........................................    76

         15.1.    CHOICE OF LAW..................................................................................    76
         15.2.    CONSENT TO JURISDICTION........................................................................    77
         15.3.    WAIVER OF JURY TRIAL...........................................................................    77

ARTICLE XVI NO NOVATION; REFERENCES TO THIS AGREEMENT IN LOAN DOCUMENTS..........................................    77

         16.1.    No Novation....................................................................................    77
         16.2.    References to This Agreement In Loan Documents.................................................    77

SIDLEY AUSTIN BROWN & WOOD LLP

Exhibit A         -        Form of Compliance Certificate

Exhibit B         -        Form of Assignment Agreement

Exhibit C         -        Form of Promissory Note (if requested)

Exhibit D         -        Form of Guaranty

Exhibit E         -        List of Closing Documents Delivered Under the
                           Existing Credit Agreement

Exhibit F         -        Form of Borrowing Base Certificate

                                    SCHEDULES

Pricing Schedule

Commitment Schedule

Schedule 1- Investments

Schedule 2- Indebtedness

Schedule 3- Liens

Schedule 4- Subsidiaries

ATTACHMENTS

Attachment A - Reaffirmation

SIDLEY AUSTIN BROWN & WOOD LLP

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This Second Amended and Restated Credit Agreement, dated as of March 19, 2004, is entered into by and among INSURANCE AUTO AUCTIONS, INC., an Illinois corporation, the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to
Section 12.3), the institutions from time to time parties hereto as LC Issuers, and LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent, to amend and restate the Existing Credit Agreement (as defined below), and from and after the Effective Date the Existing Credit Agreement is hereby amended and restated in its entirety. The Borrower, the Lenders, and the Agent have agreed that, following the execution and delivery of this Agreement, the Departing Lender shall cease to be a party to the Existing Credit Agreement, as evidenced by its execution and delivery of its Departing Lender Signature Page. The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1. Certain Defined Terms. As used in this Agreement:

"ACCOUNT DEBTOR" means the account debtor or obligor with respect to any of the Receivables.

"ACCOUNTING CHANGES" is defined in Section 9.8 hereof.

"ACQUISITION" means any transaction, or any series of related transactions, consummated on or after the Closing Date, by which the Borrower or any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any firm, corporation or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or
(ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage of voting power) of the outstanding ownership interests of a partnership or limited liability company.

"ADMINISTRATIVE AGENT" means LaSalle Bank in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article X.

"ADVANCE" means a borrowing hereunder consisting of the aggregate amount of several Loans (i) made by the Lenders on the same Borrowing Date, or
(ii) converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Loans of the same Type and, in the case of LIBOR Loans, for the same Interest Period.

"AFFECTED LENDER" is defined in Section 2.20.

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"AFFILIATE" of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person is the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of ten percent (10%) or more of any class of voting securities (or other voting interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of voting securities, by contract or otherwise.

"AGGREGATE COMMITMENT" means the aggregate of the Commitments of all the Lenders, as may be adjusted from time to time pursuant to the terms hereof. The initial Aggregate Commitment is Twenty Million and 00/100 Dollars ($20,000,000).

"AGGREGATE OUTSTANDING CREDIT EXPOSURE" means, at any time, the aggregate of the Outstanding Credit Exposure of all the Lenders.

"AGREEMENT" means this Amended and Restated Credit Agreement, as it may be amended, restated, supplemented or otherwise modified and as in effect from time to time.

"AGREEMENT ACCOUNTING PRINCIPLES" means generally accepted accounting principles as in effect in the United States from time to time, applied in a manner consistent with that used in preparing the financial statements of the Borrower referred to in Section 5.4; provided, however, that except as provided in Section 9.8, with respect to the calculation of financial ratios and other financial tests required by this Agreement, "Agreement Accounting Principles" means generally accepted accounting principles as in effect in the United States as of the Closing Date, applied in a manner consistent with that used in preparing the financial statements of the Borrower referred to in Section 5.4 hereof.

"ALTERNATE BASE RATE" means, for any day, a fluctuating rate of interest per annum equal to the higher of (i) the Prime Rate for such day and
(ii) the sum of (a) the Federal Funds Effective Rate for such day and (b) one-half of one percent (0.5%) per annum.

"APPLICABLE COMMITMENT FEE RATE" means, at any time, the percentage rate per annum at which Commitment Fees are accruing on the unused portion of the Aggregate Commitment at such time as set forth in the Pricing Schedule.

"APPLICABLE LC FEE RATE" means, at any time, the percentage rate per annum at which Commitment Fees are accruing on the unused portion of the Aggregate Commitment at such time as set forth in the Pricing Schedule.

"APPLICABLE MARGIN" means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type consisting of Revolving Loans or Term Loans, as applicable, as set forth in the Pricing Schedule.

"ARRANGER" means LaSalle Bank.

"ARTICLE" means an article of this Agreement unless another document is specifically referenced.

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"ASSET SALE" is defined in Section 6.13.

"ASSIGNMENT AGREEMENT" is defined in Section 12.3.1.

"AUTHORIZED OFFICER" means any of the chief executive officer, president, chief operating officer, chief financial officer, chief accounting officer or treasurer of the Borrower, acting singly.

"AVAILABLE AGGREGATE COMMITMENT" means, at any time, the Aggregate Commitment then in effect minus the Aggregate Outstanding Credit Exposure (exclusive of the portion thereof constituting Term Loans) at such time.

"BORROWER" means Insurance Auto Auctions, Inc., an Illinois corporation, and its permitted successors and assigns (including, without limitation, a debtor-in-possession on its behalf).

"BORROWING BASE" means, as of any date of calculation, an amount, as set forth on the most current Borrowing Base Certificate delivered to the Administrative Agent, equal to (i) eighty-five percent (85%) of the Gross Amount of Eligible Receivables, minus (ii) such reserves as the Administrative Agent deems appropriate in the exercise of its reasonable credit judgment, as adjusted by Borrowing Base Adjustments.

"BORROWING BASE ADJUSTMENTS" means, (i) the reduction of the advance rates and/or the establishment of reserves in respect of the Borrowing Base, as determined by the Administrative Agent in its reasonable business discretion after consultation with the Borrower, and/or (ii) the revision of the standards of eligibility in respect of Eligible Receivables by the Administrative Agent in its reasonable credit judgment after consultation with the Borrower; provided that, no Borrowing Base Adjustments shall be made except (a) when a Default or Event of Default shall have occurred and is continuing, (b) a Material Adverse Change has occurred, (c) by mutual agreement between the Agent and the Borrower or (d) upon recommendation from the auditors performing a field exam on the books, records and assets of the Borrower on behalf of the Administrative Agent.

"BORROWING BASE CERTIFICATE" means a certificate, in substantially the form of Exhibit F attached hereto and made a part hereof, setting forth the Borrowing Base and the component calculations thereof.

"BORROWING DATE" means a date on which a Credit Extension is made hereunder.

"BORROWING NOTICE" is defined in Section 2.8.

"BUSINESS ACTIVITY REPORT" means (i) a Notice of Business Activities Report from the State of Minnesota, Department of Revenue or (ii) any similar report required by any other State relating to the ability of the Borrower or any Guarantor to enforce their accounts receivable claims against Account Debtors located in any such state.

"BUSINESS DAY" means (i) with respect to any borrowing, payment or rate selection of LIBOR Advances, a day (other than a Saturday or Sunday) on which banks generally are open in

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Chicago, Illinois for the conduct of substantially all of their commercial lending activities, interbank wire transfers can be made on the Fedwire system and dealings in Dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago, Illinois for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system.

"CAPITAL EXPENDITURES" means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including Capitalized Leases and purchase money Indebtedness) by the Borrower and its consolidated Subsidiaries during that period that, in conformity with Agreement Accounting Principles, are required to be included in or reflected by the property, plant, equipment or similar fixed asset accounts reflected in the consolidated balance sheet of the Borrower and its Subsidiaries.

"CAPITALIZED LEASE" of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

"CAPITALIZED LEASE OBLIGATIONS" of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

"CASH EQUIVALENT INVESTMENTS" means, as to any Person, (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition, (ii) time deposits and certificates of deposit of any investment grade commercial bank having, or which is the principal banking subsidiary of an investment grade bank holding company organized under the laws of the United States, any State thereof, the District of Columbia or any foreign jurisdiction having capital, surplus and undivided profits aggregating in excess of $500,000,000, with maturities of not more than one year from the date of acquisition by such Person, (iii) repurchase obligations with a term of not more than ninety (90) days for underlying securities of the types described in clause (i) above entered into with any bank meeting the qualifications specified in clause (ii) above, provided that such repurchase obligations are secured by a first priority security interest in such underlying securities which have, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations, (iv) commercial paper issued by any Person incorporated in the United States rated at least A-1 by S&P or P-1 by Moody's and in each case maturing not more than one year after the date of acquisition by such Person, (v) investments in money market funds substantially all of the assets of which are comprised of securities of the types described in clauses (i) through (iv) above, (vi) investment in variable rate demand obligations rated at least A by S&P or A2 by Moody's and (vii) demand deposit accounts maintained in the ordinary course of business.

"CHANGE" is defined in Section 3.2.

"CHANGE IN CONTROL" means (i) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities

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and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of thirty percent (30%) or more (provided, however, that ValueAct Capital Partners, L.P., shall be permitted to, directly or indirectly, acquire a beneficial ownership of not more than thirty-nine percent (39%) in the aggregate) of the outstanding shares of voting stock of the Borrower; or (ii) the majority of the Board of Directors of the Borrower fails to consist of Continuing Directors; or (iii) except as expressly permitted under the terms of this Agreement, the Borrower consolidates with or merges into another Person or conveys, transfers or leases all or substantially all of its property to any Person, or any Person consolidates with or merges into the Borrower, in either event pursuant to a transaction in which the outstanding capital stock of the Borrower is reclassified or changed into or exchanged for cash, securities or other property; or (iv) except as otherwise expressly permitted under the terms of this Agreement, the Borrower shall cease to own and control, directly or indirectly, free and clear of all Liens and other encumbrances all of the economic and voting rights associated with all of the outstanding capital stock of each of the Borrower's Subsidiaries or shall cease to have the power, directly or indirectly, to elect all of the members of the board of directors of each of the Borrower's Subsidiaries.

"CLOSING DATE" means February 15, 2002, which date was the date of the initial extensions of credit under the Existing Credit Agreement.

"CODE" means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time, and any rule or regulation issued thereunder.

"COLLATERAL DOCUMENTS" means all agreements, instruments and documents executed in connection with this Agreement that are intended to create or evidence Liens to secure the Obligations and the Rate Management Obligations, including, without limitation, all security agreements, mortgages, deeds of trust, loan agreements, notes, guarantees, subordination agreements, pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing statements and all other written matter whether heretofore, now, or hereafter executed by or on behalf of the Borrower or any of its Subsidiaries and delivered to the Administrative Agent or any of the Lenders, together with all agreements and documents referred to therein or contemplated thereby.

"COLLATERALIZATION DATE" is defined in Section 6.23.

"COLLATERAL SHORTFALL AMOUNT" is defined in Section 8.1.

"COMMITMENT" means, for each Lender, the obligation of such Lender to make Revolving Loans to, and participate in Facility LC's issued upon the application of, the Borrower not exceeding the amount set forth on the Commitment Schedule or in an Assignment Agreement executed pursuant to Section 12.3, as it may be modified as a result of any assignment that has become effective pursuant to Section 12.3.2 or as otherwise modified from time to time pursuant to the terms hereof.

"COMMITMENT FEE" is defined in Section 2.5.1.

"COMMITMENT SCHEDULE" means the Schedule identifying each Lender's Commitment as of the Effective Date and the principal amount of Term Loans held by each Lender, if any, as of the Effective Date, as attached hereto and identified as such.

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"CONSOLIDATED" refers to the consolidation of accounts in accordance with Agreement Accounting Principles.

"CONSOLIDATED EBITDA" means Consolidated Net Income plus, to the extent deducted from revenues in determining Consolidated Net Income, (i) Consolidated Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation,
(iv) amortization and (v) extraordinary non-cash losses incurred other than in the ordinary course of business, minus, to the extent included in Consolidated Net Income, extraordinary gains realized other than in the ordinary course of business, all calculated for the Borrower and its Subsidiaries on a consolidated basis.

"CONSOLIDATED INDEBTEDNESS" means, at any time, the Indebtedness of the Borrower and its Subsidiaries (exclusive of Off-Balance Sheet Liabilities) calculated on a consolidated basis as of such time.

"CONSOLIDATED INTEREST EXPENSE" means, with reference to any period, the interest expense of the Borrower and its Subsidiaries calculated on a consolidated basis for such period.

"CONSOLIDATED NET INCOME" means, with reference to any period, the net after-tax income (or loss) of the Borrower and its Subsidiaries calculated on a consolidated basis for such period.

"CONSOLIDATED NET WORTH" means at any time the consolidated stockholders' equity of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time in accordance with Agreement Accounting Principles.

"CONSOLIDATED RENTALS" means, with reference to any period, the Rentals of the Borrower and its Subsidiaries calculated on a consolidated basis for such period.

"CONSTITUENT DOCUMENTS" means, as applied to any Person, the certificate of incorporation, articles of incorporation or certificate of formation, by-laws or operating agreement and any other applicable organizational document of such Person.

"CONTINGENT OBLIGATIONS" of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or the obligations of any such Person as general partner of a partnership with respect to the liabilities of the partnership.

"CONTINUING DIRECTOR" means, with respect to any Person as of any date of determination, any member of the board of directors of such Person who (a) was a member of such board of directors on the Closing Date, or (b) was nominated for election or elected to such board of directors with the approval of the required majority of the Continuing Directors who were members of such board at the time of such nomination or election; provided that any individual who is so elected or nominated in connection with a merger, consolidation, acquisition

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or similar transaction shall not be a Continuing Director unless such individual was a Continuing Director prior thereto.

"CONTRACTUAL OBLIGATION", as applied to any Person, means any provision of any indenture, mortgage, deed of trust, contract, undertaking, document or other agreement, instrument or securities to which that Person is a party or by which it or any of its properties is bound, or to which it or any of its properties is subject.

"CONTROLLED GROUP" means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.

"CONVERSION/CONTINUATION NOTICE" is defined in Section 2.9.

"CREDIT EXTENSION" means the making of an Advance or the issuance of a Facility LC hereunder.

"DEFAULT" means an event described in Article VII.

"DEPARTING LENDER" means Fleet National Bank.

"DEPARTING LENDER SIGNATURE PAGE" means each signature page to this Agreement on which it indicated that the Departing Lender executing the same shall cease to be a party to the Existing Credit Agreement upon this Agreement becoming effective.

"DOLLAR" and "$" means the lawful currency of the United States of America.

"EFFECTIVE DATE" means March 19, 2004.

"ELIGIBLE RECEIVABLES" means Receivables created by the Borrower or any Guarantor in the ordinary course of its business arising out of the sale of goods or rendition of services by such Person, which Receivables are and at all times shall continue to meet standards of eligibility hereunder as adjusted from time to time by Borrowing Base Adjustments (it being understood that any Receivable (or portion thereof) that fails to meet the standards of eligibility below shall qualify as an Eligible Receivable if it later satisfies all such standards of eligibility). The following Receivables shall not qualify as Eligible Receivables:

(i) any Receivable which remains unpaid ninety (90) days after the date of the original applicable invoice;

(ii) Receivables owing by any Account Debtor who, individually or collectively with a group of other Account Debtors of which it is an Affiliate, is obligated in respect of then-existing Receivables owing to the Borrower and the Guarantors which exceed in face amount twenty-five percent (25%) of the total Eligible Receivables; provided, that this requirement shall only exclude the amount of Receivables in excess of such concentration limit;

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(iii) any Receivable which is due more than thirty (30) days after the date of the original applicable invoice;

(iv) any Receivable with respect to which the Account Debtor is a director, officer, employee, Subsidiary or Affiliate of the Borrower or any Subsidiary of the Borrower;

(v) any Receivable with respect to which the Account Debtor is any federal Governmental Authority, the United States of America, or, in each case, any department, agency or instrumentality thereof, unless with respect to any such Receivable, the Borrower has complied to the Administrative Agent's satisfaction with the provisions of the Federal Assignment of Claims Act or other applicable statutes, including executing and delivering to the Administrative Agent all statements of assignment and/or notification which are in form and substance acceptable to the Administrative Agent and which are deemed necessary by the Administrative Agent to effectuate the assignment of such Receivables to the Administrative Agent;

(vi) any Receivable not denominated in Dollars;

(vii) any Receivable with respect to which the Account Debtor either
(a) does not maintain its residence or chief executive office in the United States (which shall not be deemed to include any territories of the United States) or (b) is not organized under the laws of the United States of America or any state or political subdivision thereof;

(viii) any Receivable that is subject to any dispute, contra-account, defense, offset or counterclaim, volume rebate or advertising or other allowance provided that if any portion of any such Receivable is not subject to any dispute, contra-account, defense, offset, counterclaim, volume rebate or advertising or other allowance and the payment of such portion is not being withheld or delayed or otherwise affected in any manner due to the portion that is subject to such dispute, contra-account, defense, offset, counterclaim, volume rebate or advertising or other allowance, then such portion which is not subject to any dispute, contra-account, defense, offset, counterclaim, volume rebate or advertising or other allowance shall not be excluded from Eligible Receivables because of this clause (viii);

(ix) from and after the Collateralization Date, any Receivable with respect to which the Administrative Agent does not have a first and valid fully perfected and enforceable security interest;

(x) any Receivable with respect to which the Account Debtor is the subject of a bankruptcy or similar insolvency proceeding or has made an assignment for the benefit of creditors or whose assets have been conveyed to a receiver, trustee or assignee for the benefit of creditors;

(xi) any Receivable with respect to which the Account Debtor is located in Minnesota or New Jersey (or any other jurisdiction which adopts a statute or other

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requirement with respect to which any Person that obtains business from within such jurisdiction is required to file a Business Activity Report or make any other required filings in a timely manner in order to enforce its claims in such jurisdiction's courts or arising under such jurisdiction's laws); provided, however, such Receivables shall nonetheless be eligible if (i) the Borrower or the applicable Guarantor has filed a Business Activity Report (or other applicable report) with the applicable state office or is qualified to do business in such jurisdiction and, at the time the Receivable was created, was qualified to do business in such jurisdiction or had on file with the applicable state office a current Business Activity Report (or other applicable report) or (ii) the Borrower has reasonably determined that the filing of a Business Activity Report or qualifying in the applicable state is not necessary for the Borrower or the applicable Guarantor to enforce its claims with respect thereto in such jurisdiction's courts or arising under such jurisdiction's laws, and the related jurisdiction has not, pursuant to a final, non-appealable order, ruled otherwise;

(xii) any Receivable with respect to which the Account Debtor's obligation does not constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms;

(xiii) any Receivable with respect to which the Borrower or the applicable Guarantor has not yet performed the applicable service; provided only that portion of the Receivable not due and payable because of such non-performance shall be deemed ineligible;

(xiv) any Receivable which is not in conformity with the representations and warranties made by the Borrower or the applicable Guarantor to the Administrative Agent with respect thereto whether contained in this Agreement or any Collateral Document, as applicable;

(xv) any Receivable in connection with which Borrower or the applicable Guarantor has not complied with all material requirements contained in the Constituent Documents of the Borrower or such Guarantor, as applicable, and any law, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon the Borrower or such Guarantor, as applicable, or any of its property or to which the Borrower or such Guarantor or any of its property is subject, including all laws, rules, regulations and orders of any Governmental Authority or judicial authority relating to truth in lending, billing practices, fair credit reporting, equal credit opportunity, debt collection practices and consumer debtor protection, applicable to such Receivable (or any related contracts) directly affecting the collectibility of such Receivable;

(xvi) any Receivable in connection with which the Borrower or the applicable Guarantor (or any other party to such Receivable) is in default in the performance or observance of any of the terms thereof (other than payment of such Receivable) in any material respect; provided that if any portion of any such Receivable is not

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subject to any dispute, contra-account, defense, offset, counterclaim, volume rebate or advertising or other allowance and the payment of such portion is not being withheld or delayed or otherwise affected in any manner due to the portion that is subject to such dispute, contra-account, defense, offset, counterclaim, volume rebate or advertising or other allowance, then such portion which is not subject to any dispute, contra-account, defense, offset, counterclaim, volume rebate or advertising or other allowance shall not be excluded from Eligible Receivables because of this clause (xvi);

(xvii) any Receivable that is not the bona fide existing obligation created by the rendition of services or the sale of goods to a customer of the Borrower or the applicable Guarantor in the ordinary course of business;

(xviii) any Receivables subject to any Lien (except a Lien in favor of the Administrative Agent under the Loan Documents or any Lien described in Section 6.15(a), (f), or (h));

(xix) any Receivable that has been classified by the applicable Guarantor or the Borrower as doubtful or that have otherwise failed to meet established or customary credit standards of the Borrower, to the extent of such write-down;

(xx) any Receivable evidenced by a promissory note or other similar instrument; and

(xxi) any Receivable that is consigned or otherwise assigned to any Person for collection or otherwise.

"ENVIRONMENTAL LAWS" means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to
(i) the protection of the environment, (ii) the effect of the environment on human health, (iii) emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into surface water, ground water or land, or (iv) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation thereof.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time including (unless the context otherwise requires) any rules or regulations promulgated thereunder.

"EXCLUDED TAXES" means, in the case of each Lender or applicable Lending Office and the Administrative Agent, taxes imposed on its overall net income, and franchise taxes imposed on it, by (i) the jurisdiction under the laws of which such Lender or Agent is incorporated or organized or any political combination or subdivision or taxing authority thereof or (ii) the jurisdiction in which the Administrative Agent's or Lender's principal executive office or such Lender's applicable Lending Office is located or in which, other than as a result of the transaction evidenced by this Agreement, the Administrative Agent or Lender otherwise is, or at any time was, engaged in business.

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"EXHIBIT" refers to an exhibit to this Agreement, unless another document is specifically referenced.

"EXISTING CREDIT AGREEMENT" means that certain Amended and Restated Credit Agreement, dated as of June 25, 2003, by and among the Borrower, the Lenders from time to time parties thereto, and LaSalle Bank National Association, as Administrative Agent, as amended or modified from time to time prior to the effective date.

"FACILITY LC" is defined in Section 2.19.1.

"FACILITY LC APPLICATION" is defined in Section 2.19.3.

"FACILITY LC COLLATERAL ACCOUNT" is defined in Section 2.19.11.

"FEDERAL FUNDS EFFECTIVE RATE" means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago time) on such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent in its sole discretion.

"FISCAL QUARTER" means any quarter of a Fiscal Year of the Borrower.

"FISCAL YEAR" means the annual fiscal reporting period of the Borrower and its Subsidiaries consisting of a period of 12 consecutive months ending on the last Sunday in December in any calendar year.

"FLOATING RATE" means, for any day, a rate per annum equal to the Alternate Base Rate for such day, changing when and as the Alternate Base Rate changes.

"FLOATING RATE ADVANCE" means an Advance which, except as otherwise provided in Section 2.11, bears interest at the Floating Rate.

"FLOATING RATE LOAN" means a Loan, or portion thereof, which, except as otherwise provided in Section 2.11, bears interest at the Floating Rate.

"FOREIGN PENSION PLAN" means any employee benefit plan as described in
Section 3(3) of ERISA for which the Borrower or any member of its Controlled Group is a sponsor or administrator and which (i) is maintained or contributed to for the benefit of employees of the Borrower, any of its respective Subsidiaries or any member of its Controlled Group, (ii) is not covered by ERISA pursuant to Section 4(b)(4) of ERISA, and (iii) under applicable local law, is required to be funded through a trust or other funding vehicle.

"GOVERNMENTAL AUTHORITY" means any nation or government, any federal, state, local or other political subdivision thereof and any entity exercising executive, legislative, judicial,

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regulatory or administrative authority or functions of or pertaining to government, including any authority or other quasi-governmental entity established to perform any of such functions.

"GROSS AMOUNT OF ELIGIBLE RECEIVABLES" means the outstanding face amount of Eligible Receivables of the Borrower and the Guarantors, determined in accordance with Agreement Accounting Principles, consistently applied, less (i) all finance charges, late fees and other fees that are unearned and (ii) the value of any accrual which has been recorded by the applicable Guarantor or the Borrower with respect to downward price adjustments.

"GUARANTOR" means each Material Subsidiary of the Borrower.

"GUARANTY" means each Guaranty Agreement (and any and all supplements thereto) executed from time to time by each Guarantor, in favor of the Administrative Agent for the benefit of itself and the Lenders, in substantially the form of Exhibit D attached hereto, as amended, restated, supplemented or otherwise modified from time to time.

"INDEBTEDNESS" of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services, including without limitation, earn-outs and other similar forms of contingent purchase prices (except accounts payable arising in the ordinary course of business but only if and so long as the same are payable on customary terms in trade and in any event no later than one year after the incurrence thereof), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to possession or sale of such property), (e) all obligations of such Person constituting Capitalized Lease Obligations, (f) all obligations, contingent or otherwise, of such Person under acceptance, letter of credit or similar facilities, (g) all obligations of such Person to purchase or redeem Redeemable Preferred Stock valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (h) all obligations of such Person in respect of Rate Management Agreements (valued in an amount equal to the highest termination payment, if any, that would be payable upon termination for any reason on the date of determination), (i) all Contingent Obligations of such Person, (j) all Off-Balance Sheet Liabilities of such Person and (k) all Indebtedness referred to in clauses (a) through (h) above secured by (or for which the holder of such Indebtedness has existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness; but in each case excluding obligations under operating leases and obligations under employment contracts entered into in the ordinary course of business. The amount of Indebtedness with respect to earn-outs and other similar forms of contingent purchase prices shall be equal to the present value of the obligation, in the case of known recurring obligations, and, in all other cases, the maximum reasonably anticipated liability in respect of the obligation assuming such Person is required to perform thereunder.

"INTEREST PERIOD" means, with respect to a LIBOR Advance, a period of one, two, three or six months or such other period agreed to by the Lenders and the Borrower, commencing on a Business Day selected by the Borrower pursuant to this Agreement. Such Interest Period shall

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end on but exclude the day which corresponds numerically to such date one, two, three or six months or such other agreed upon period thereafter, provided, however, that if there is no such numerically corresponding day in such next, second, third or sixth succeeding month or such other succeeding period, such Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month or such other succeeding period. If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however, that if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day.

"INVESTMENT" of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade, or stock, securities, membership interests or other similar property received from an account obligor in full or partial settlement of a delinquent account receivable, only so long as such stock, securities, membership interests or other similar property shall be held for a period of one (1) year or less) or contribution of capital by such Person; stocks, bonds, mutual funds, partnership interests, notes, debentures or other securities owned by such Person; any deposit accounts and certificate of deposit owned by such Person; and structured notes, derivative financial instruments and other similar instruments or contracts owned by such Person, any other direct or indirect purchase or acquisition by such Person of any assets other than assets used in the ordinary course of business; and any non-arms length transaction by such Person with another Person or any other transfer of assets by such Person in another Person, with the amount of such Investment being an amount equal to the net benefit derived by such other Person resulting from any such transactions.

"LASALLE BANK" means LaSalle Bank National Association, a national banking association, in its individual capacity, and its successors.

"LC FEE" is defined in Section 2.19.4.

"LC ISSUER" means LaSalle Bank (or any subsidiary or affiliate of LaSalle Bank designated by LaSalle Bank) or any of the other Lenders, as applicable, in its respective capacity as issuer of Facility LC's hereunder.

"LC OBLIGATIONS" means, at any time, the sum, without duplication, of
(i) the aggregate undrawn stated amount under all Facility LC's outstanding at such time plus (ii) the aggregate unpaid amount at such time of all Reimbursement Obligations.

"LC PAYMENT DATE" is defined in Section 2.19.5.

"LENDERS" means the lending institutions listed on the signature pages of this Agreement and their respective successors and assigns.

"LENDING OFFICE" means, with respect to a Lender or the Administrative Agent, the office, branch, subsidiary or affiliate of such Lender or Agent listed on the signature pages hereof, or on the administrative information sheets provided to the Administrative Agent in connection herewith, or otherwise selected by such Lender or Agent pursuant to Section 2.17.

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"LEVERAGE RATIO" is defined in Section 6.19.2.

"LIBOR ADVANCE" means an Advance which, except as otherwise provided in
Section 2.11, bears interest at the applicable LIBOR Rate.

"LIBOR BASE RATE" means, with respect to a LIBOR Rate Loan for the relevant Interest Period, the applicable London interbank offered rate for deposits in Dollars appearing on as displayed in the Bloomberg Financial Markets System as of 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, provided that, if the Bloomberg Financial Markets System rate is not available for any reason, the applicable LIBOR Base Rate for the relevant Interest Period shall instead be the applicable British Bankers' Association Interest Settlement Rate for deposits in Dollars appearing on Reuters Screen FRBD as of 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period. Any LIBOR Base Rate determined on the basis of the rate displayed on Bloomberg Financial Markets System in accordance with the foregoing provisions of this subparagraph shall be subject to corrections, if any, made in such rate and displayed by the Bloomberg Financial Markets System within one hour of the time when such rate is first displayed by such service.

"LIBOR LOAN" means a Loan which, except as otherwise provided in
Section 2.11, bears interest at the applicable LIBOR Rate requested by the Borrower pursuant to Sections 2.8 and 2.9.

"LIBOR RATE" means, with respect to a LIBOR Advance for the relevant Interest Period, the sum of (i) the quotient of (a) the LIBOR Base Rate applicable to such Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus
(ii) the then Applicable Margin, changing as and when the Applicable Margin changes. The LIBOR Rate shall be rounded to the next higher multiple of 1/16th of 1% if the rate is not such a multiple.

"LIEN" means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement, and, in the case of stock, stockholders agreements, voting trust agreements and all similar agreements).

"LOAN" means, with respect to a Lender, such Lender's loan made pursuant to Article II (or any conversion or continuation thereof), including, without limitation, Revolving Loans and Term Loans.

"LOAN DOCUMENTS" means this Agreement, the Facility LC Applications (including the LBNA Master Letter of Credit Agreement entered into with LaSalle Bank in its capacity as LC Issuer), the Collateral Documents, if any, the Guaranty and all other documents (including any other guaranties (or supplements thereto) executed pursuant to Section 6.20), instruments, notes (including any Notes issued pursuant to Section 2.13 (if requested)) and agreements executed in

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connection herewith or therewith or contemplated hereby or thereby, as the same may be amended, restated or otherwise modified and in effect from time to time.

"MATERIAL ADVERSE CHANGE" means a material adverse change in the business, properties, condition (financial or otherwise), performance, results of operations or prospects of the Borrower or its Subsidiaries, or any event or circumstance or series of events or circumstances, which has had a Material Adverse Effect.

"MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the business, Property, condition (financial or otherwise), operations, performance, results of operations or prospects of the Borrower, or the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its obligations under the Loan Documents, or (iii) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent, the LC Issuers or the Lenders thereunder.

"MATERIAL INDEBTEDNESS" is defined in Section 7.5(i).

"MATERIAL SUBSIDIARY" means any direct or indirect Subsidiary of the Borrower that at any time has (i) assets with a total book value equal to or greater than one percent (1%) of the aggregate book value of the Consolidated total assets of the Borrower and its Subsidiaries or (ii) Consolidated Net Worth that is equal to or greater than one percent (1%) of the Consolidated Net Worth of the Borrower and its Subsidiaries, or (iii) assets that contributed one percent (1%) or more of the Borrower's Consolidated Net Income, in each case as reported in the most recent financial statements delivered to the Lenders pursuant to Section 6.1.

"MODIFY" and "MODIFICATION" are defined in Section 2.19.1.

"MOODY'S" means Moody's Investors Service, Inc. and any successor thereto.

"MULTIEMPLOYER PLAN" means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the Borrower or any member of the Controlled Group is a party to which more than one employer is obligated to make contributions.

"NET CASH PROCEEDS" means, with respect to any Asset Sale by any Person, (a) cash or Cash Equivalent Investments (freely convertible into Dollars) received by such Person or any Subsidiary of such Person from such Asset Sale (including cash received as consideration for the assumption or incurrence of liabilities incurred in connection with or in anticipation of such Asset Sale), after (i) provision for all income or other taxes measured by or resulting from such Asset Sale, (ii) payment of all brokerage commissions and other fees and expenses and commissions related to such Asset Sale, and (iii) all amounts used to repay Indebtedness (and any premium or penalty thereon) secured by a Lien on any asset disposed of in such Asset Sale or which is or may be required (by the express terms of the instrument governing such Indebtedness or by applicable law) to be repaid in connection with such Asset Sale (including payments made to obtain or avoid the need for the consent of any holder of such Indebtedness); and (b) cash or Cash Equivalent Investments payments in respect of any other consideration received by such Person or any Subsidiary of such Person from such Asset Sale upon receipt of such cash payments by such Person or such Subsidiary.

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"NON-U.S. LENDER" is defined in Section 3.5(iv).

"NOTE" is defined in Section 2.13.

"OBLIGATIONS" means all Revolving Loans, all Term Loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to any of the Administrative Agent, any Lender, the Arranger, any affiliate of the Administrative Agent or any Lender, any LC Issuer, the Arranger, or any indemnitee under the provisions of Section 9.6 or any other provisions of the Loan Documents, in each case of any kind or nature, present or future, arising under this Agreement or any other Loan Document, whether or not evidenced by any note, guaranty or other instrument, whether or not for the payment of money, whether arising by reason of an extension of credit, loan, foreign exchange risk, guaranty, indemnification, or in any other manner, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired. The term includes, without limitation, all interest, charges, expenses, fees, attorneys' fees and disbursements, paralegals' fees, and any other sum chargeable to the Borrower or any of its Subsidiaries under this Agreement or any other Loan Document.

"OFF-BALANCE SHEET LIABILITY" of a Person means (i) any repurchase obligation or liability of such Person or any of its Subsidiaries with respect to accounts or notes receivable sold by such Person or any of its Subsidiaries (calculated to include the unrecovered investment of purchasers or transferees of accounts or any other obligation of the Borrower or such transferor to purchasers/transferees of interests in accounts or notes receivable or the agent for such purchasers/transferees), (ii) any liability under any sale and leaseback transaction which is not a Capitalized Lease, (iii) any liability under any financing lease or so-called "synthetic lease" or "tax ownership operating lease" transaction entered into by such Person, or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheets of such Person, but excluding from this clause
(iv) Operating Leases.

"OPERATING LEASE" of a Person means any lease of Property (other than a Capitalized Lease) by such Person as lessee which has an original term (including any required renewals and any renewals effective at the option of the lessor) of one year or more.

"OPERATING LEASE OBLIGATIONS" means, as at any date of determination, the amount obtained by aggregating the present values, determined in the case of each particular Operating Lease by applying a discount rate (which discount rate shall equal the discount rate which would be applied under Agreement Accounting Principles if such Operating Lease were a Capitalized Lease) from the date on which each fixed lease payment is due under such Operating Lease to such date of determination, of all fixed lease payments due under all Operating Leases of the Borrower and its Subsidiaries.

"OTHER TAXES" is defined in Section 3.5(ii).

"OUTSTANDING CREDIT EXPOSURE" means, as to any Lender at any time, (i) the aggregate principal amount of its Loans outstanding at such time, plus (ii) an amount equal to its Revolving Loan Pro Rata Share of the LC Obligations at such time.

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"PARTICIPANTS" is defined in Section 12.2.1.

"PAYMENT DATE" means the last day of each March, June, September and December, the Revolving Facility Termination Date and the Term Loan Maturity Date.

"PBGC" means the Pension Benefit Guaranty Corporation, or any successor thereto.

"PERMITTED ACQUISITION" means any Acquisition that satisfies the following requirements:

(i) no Default or Unmatured Default shall have occurred and be continuing or would result from such Acquisition or the incurrence of any Indebtedness in connection therewith;

(ii) in the case of an Acquisition of the capital stock of an entity, the Acquisition shall be of at least eighty percent (80%) of such capital stock of such entity, and such acquired entity shall be (x) merged with and into the Borrower or any wholly-owned Subsidiary of the Borrower immediately following such Acquisition, with the Borrower or such wholly-owned Subsidiary being the surviving corporation following such merger or (y) the results of operations of such entity shall be reported on a consolidated basis with the Borrower and its consolidated Subsidiaries;

(iii) the purchase is consummated pursuant to a negotiated acquisition agreement on a non-hostile basis and approved by the target company's board of directors (and shareholders, if necessary) prior to the consummation of the Acquisition, and, from and after the Collateralization Date, the Borrower shall have delivered all such Collateral Documents necessary or required under Section 6.23 for the perfection of a first priority security interest (subject to Liens permitted under Section 6.15) in substantially all of the assets to be acquired or all of the equity interests and substantially all of the assets of the entity to be acquired, together with opinions of counsel, if requested by the Administrative Agent, in each case in form and substance reasonably acceptable to the Administrative Agent; provided that, as set forth in Section 6.23, if any pledge of capital stock of any foreign subsidiary shall result in materially adverse tax consequences to the Borrower, 65% of such foreign subsidiary's capital stock and not 100% shall be pledged;

(iv) the businesses being acquired shall be substantially similar, related or incidental to the businesses or activities engaged in by the Borrower and its Subsidiaries on the Closing Date;

(v) effective as of the date of each such Acquisition (taking into account the effect of such purchase and any Indebtedness incurred in connection therewith), the Borrower shall deliver to the Administrative Agent a certificate executed by an Authorized Officer, which certificate shall demonstrate that sum of (a) all cash and Cash Equivalent Investments as of such date plus (b) the Available Aggregate Commitment as of such date shall not be less than $10,000,000;

(vi) prior to such Acquisition, the Borrower shall deliver to the Administrative Agent and the Lenders a certificate from one of the Authorized Officers, demonstrating to the satisfaction of the Administrative Agent that after giving effect to such Acquisition and the

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incurrence of any Indebtedness permitted by Section 6.12 in connection therewith, on a pro forma basis using historical audited (if any) or reviewed unaudited financial statements obtained from the seller(s) in respect of each such Acquisition as if the Acquisition and such incurrence of Indebtedness had occurred on the first day of the twelve-month period ending on the last day of the Borrower's most recently completed Fiscal Quarter, the Borrower would have been in compliance with the financial covenants in Section 6.19 and not otherwise in Default, provided, however, no such certificate demonstrating the foregoing shall be required for Permitted Acquisitions for which the purchase price paid (taking into account any Indebtedness incurred in connection therewith) is equal to or less than $3,000,000; and

(vii) after giving effect to all Indebtedness consisting of seller financing incurred in connection with such Acquisition, the Borrower and its Subsidiaries shall be in compliance with Section 6.11.

"PERMITTED INVESTMENTS" means Investments existing on the Closing Date and described on Schedule 1 hereto and other Investments consisting of: (i) loans or advances in the ordinary course of business to suppliers, officers, directors and employees incidental to carrying on the business of the Borrower or any Subsidiary (including employee relocation loans); (ii) receivables arising from the sale of goods and services in the ordinary course of business of the Borrower and its Subsidiaries; (iii) loans to Subsidiaries and loans by a Subsidiary to the Borrower or another Subsidiary to the extent permitted under
Section 6.11, in each case in the ordinary course of business and (iv) Permitted Acquisitions.

"PERMITTED PURCHASE MONEY INDEBTEDNESS" means, with respect to any Person, any Indebtedness, whether secured or unsecured, including Capitalized Leases, incurred by such Person to finance the acquisition of fixed assets, so long as (1) at the time of such incurrence, no Default or Unmatured Default has occurred and is continuing or would result from such incurrence, (2) such Indebtedness has a scheduled maturity and is not due on demand and (3) such Indebtedness does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired.

"PERSON" means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

"PLAN" means an employee benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the Borrower or any member of the Controlled Group may have liability.

"PRICING SCHEDULE" means the Schedule identifying the Applicable Margin, the Applicable LC Fee Rate and Applicable Commitment Fee Rate attached hereto and identified as such.

"PRIME RATE" means a rate per annum equal to the prime rate of interest announced from time to time by LaSalle Bank or its parent (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.

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"PROPERTY" of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

"PRO RATA SHARE" means, with respect to a Lender, a portion equal to a fraction the numerator of which is the sum of such Lender's Commitment and the aggregate outstanding principal amount of such Lender's Term Loans at such time (in each case, as adjusted from time to time in accordance with the provisions of this Agreement) and the denominator of which is the sum of the Aggregate Commitment at such time and the aggregate outstanding principal amount of all of the Term Loans at such time, or, if the Aggregate Commitment has been terminated, a fraction the numerator of which is such Lender's Outstanding Credit Exposure at such time and the denominator of which is the sum of the Aggregate Outstanding Credit Exposure at such time.

"PURCHASERS" is defined in Section 12.3.1.

"PREFERRED STOCK" means, with respect to any corporation, capital stock issued by such corporation that is entitled to a preference or priority over any other capital stock issued by such corporation upon any distribution of such corporation's assets, whether by dividend or upon liquidation.

"RATE MANAGEMENT OBLIGATIONS" of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all Rate Management Transactions, and (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Rate Management Transactions.

"RATE MANAGEMENT TRANSACTION" means any transaction (including an agreement with respect thereto) now existing or hereafter entered into between the Borrower and any Lender or Affiliate thereof which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

"RECEIVABLE(S)" means and includes, with respect to any Person, all of such Person's presently existing and hereafter arising or acquired accounts, accounts receivable, and all present and future rights of such Person to payment for goods sold or leased or for services rendered (except those evidenced by instruments or chattel paper), whether or not they have been earned by performance, and all rights in any merchandise or goods which any of the same may represent, and all rights, title, security and guaranties with respect to each of the foregoing, including, without limitation, any right of stoppage in transit.

"REDEEMABLE" means, with respect to any capital stock, Indebtedness or other right or obligation, any such capital stock, Indebtedness or other right or obligation that (a) the issuer has undertaken to redeem at a fixed or determinable date or dates, whether by operation of a sinking

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fund or otherwise, or upon the occurrence of a condition not solely within the control of the issuer, or (b) is redeemable at the option of the holder.

"REGULATION U" means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks, non-banks and non-broker lenders for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.

"REGULATION X" means Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by foreign lenders for the purpose of purchasing or carrying margin stock (as defined therein).

"REIMBURSEMENT OBLIGATIONS" means, at any time, the aggregate of all obligations of the Borrower then outstanding under Section 2.19 to reimburse any LC Issuer for amounts paid by such LC Issuer in respect of any one or more drawings under Facility LC's.

"RENTALS" of a Person means the aggregate fixed amounts payable by such Person under any Operating Lease.

"REPORTABLE EVENT" means a reportable event, as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC has by regulation or otherwise waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event, provided, however, that a failure to meet the minimum funding standard of Section 412 of the Code and of
Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.

"RESERVE REQUIREMENT" means the maximum aggregate reserve requirement (including all basic supplemental, marginal and other reserves), stated as a decimal, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) with respect to "Eurocurrency liabilities" or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on LIBOR Rate Loans is determined or category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to United States residents.

"RESTRICTED PAYMENTS" has the meaning set forth in Section 6.10.

"REVOLVING CREDIT OBLIGATIONS" means, at any particular time, the sum of (i) the outstanding principal amount of the Revolving Loans at such time, plus (ii) the outstanding LC Obligations at such time.

"REVOLVING FACILITY TERMINATION DATE" means the earlier of (a) December 31, 2006 and (b) the date the Aggregate Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof, including, without limitation, pursuant to Sections 2.2 and 2.5 and Article VIII hereof.

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"REVOLVING LOAN" means, with respect to a Lender, such Lender's loan made pursuant to its commitment to lend set forth in Section 2.1 (and any conversion or continuation thereof).

"REVOLVING LOAN PRO RATA SHARE" means, with respect to a Lender, a portion equal to a fraction the numerator of which is such Lender's Commitment at such time and the denominator of which is the Aggregate Commitment at such time; provided, however, that if the Commitments have been terminated pursuant to the terms of this Agreement, "Revolving Loan Pro Rata Share" means a portion equal to a fraction the numerator of which is such Lender's Outstanding Credit Exposure (exclusive of Term Loans) at such time and the denominator of which is the Aggregate Outstanding Credit Exposure (exclusive of Term Loans) outstanding at such time.

"RISK BASED CAPITAL GUIDELINES" is defined in Section 3.2.

"SALE AND LEASEBACK TRANSACTION" means any sale or other transfer of Property by any Person with the intent to lease such Property as lessee.

"S&P" means Standard and Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

"SCHEDULE" refers to a specific schedule to this Agreement, unless another document is specifically referenced.

"SECTION" means a numbered section of this Agreement, unless another document is specifically referenced.

"SENIOR NOTES" means the 8.60% Senior Notes due February 15, 2002 issued by the Borrower pursuant to the Senior Note Agreement, including any notes issued in substitution thereof or exchange therefor pursuant to the Senior Note Agreement, as such notes may be amended, supplemented or otherwise modified from time to time.

"SENIOR NOTE DOCUMENTS" means the Senior Note Agreement and the Senior Notes.

"SENIOR NOTE AGREEMENT" means the Note Agreement dated as of December 1, 1994 among the Borrower and the Purchasers named in Schedule I thereto, as such agreement may be amended, supplemented or otherwise modified from time to time.

"SINGLE EMPLOYER PLAN" means a Plan maintained by the Borrower or any member of the Controlled Group for employees of the Borrower or any member of the Controlled Group.

"SOLVENT" means, when used with respect to any Person, that at the time of determination:

(i) the fair value of its assets (both at fair valuation and at present fair saleable value) is equal to or in excess of the total amount of its liabilities, including, without limitation, contingent liabilities;

(ii) it is then able and expects to be able to pay its debts as they mature; and

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(iii) it has capital sufficient to carry on its business as conducted or as proposed to be conducted.

With respect to contingent liabilities (such as litigation, guarantees and pension plan liabilities), such liabilities shall be computed at the amount which, in light of all the facts and circumstances existing at the time, represent the amount which can be reasonably be expected to become an actual or matured liability.

"SUBSIDIARY" of a Person means (i) any corporation more than fifty percent (50%) of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, limited liability company, association, joint venture or similar business organization more than fifty percent (50%) of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a "Subsidiary" shall mean a Subsidiary of the Borrower.

"SUBSTANTIAL PORTION" means, with respect to the Property of the Borrower and its Subsidiaries, Property which (i) represents more than ten percent (10%) of the consolidated tangible assets of the Borrower and its Subsidiaries as would be shown in the consolidated financial statements of the Borrower and its Subsidiaries as at the end of the four Fiscal Quarter periods ending with the Fiscal Quarter immediately prior to the Fiscal Quarter in which such determination is made, or (ii) is responsible for more than ten percent (10%) of the Consolidated Net Income of the Borrower and its Subsidiaries as reflected in the financial statements referred to in clause (i) above.

"TAXES" means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes.

"TERM LOAN" means, with respect to a Lender, such Lender's term loan made under the Existing Credit Agreement and re-evidenced hereunder pursuant to
Section 2.1.2.

"TERM LOAN MATURITY DATE" means the earlier of (a) December 31, 2006 and (b) the date on which all of the Obligations shall become due and payable pursuant to the terms hereof, including, without limitation, pursuant to Article VIII hereof.

"TRANSFEREE" is defined in Section 12.4.

"TYPE" means, with respect to any Advance, its nature as a Floating Rate Advance or a LIBOR Advance.

"UNFUNDED LIABILITIES" means the amount (if any) by which the present value of all vested and unvested accrued benefits under all Single Employer Plans exceeds the fair market value of all such Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plans using PBGC actuarial assumptions for single employer plan terminations.

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"UNMATURED DEFAULT" means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.

"WHOLLY-OWNED SUBSIDIARY" of a Person means (i) any Subsidiary all of the outstanding voting securities of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, limited liability company, association, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

Any accounting terms used in this Agreement which are not specifically defined herein shall have the meanings customarily given them in accordance with Agreement Accounting Principles.

1.2. References. Any references to the Borrower's Subsidiaries shall not in any way be construed as consent by the Administrative Agent or any Lender to the establishment, maintenance or acquisition of and Subsidiary, except as may otherwise be permitted hereunder.

1.3. Supplemental Disclosure. At any time at the request of the Administrative Agent and at such additional times as the Borrower determines, the Borrower shall supplement each schedule or representation herein or in the other Loan Documents with respect to any matter hereafter arising which, if existing or occurring at the Closing Date, would have been required to be set forth as an exception to such representation or which is necessary to correct any information in such representation which has been rendered inaccurate thereby. Notwithstanding that any such supplement to such representation may disclose the existence or occurrence of events, facts or circumstances which are either prohibited by the terms of this Agreement or any other Loan Documents or which result in the breach of any representation or warranty, such supplement to such representation shall not be deemed either an amendment thereof or a waiver of such breach unless expressly consented to in writing by Administrative Agent and the requisite number of Lenders under Section 8.2, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by the Administrative Agent or any Lender of any Default disclosed therein. Any items disclosed in any such supplemental disclosures shall be included in the calculation of any limits, baskets or similar restrictions contained in this Agreement or any of the other Loan Documents.

ARTICLE II

THE CREDITS

2.1. Description of Facilities.

2.1.1. Revolving Loans; Commitment. From and including the Effective Date and prior to the Revolving Facility Termination Date, upon the satisfaction of the conditions precedent set forth in Section 4.1 and 4.2, as applicable, each Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, (i) to make Revolving Loans to the Borrower

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from time to time in Dollars in amounts not to exceed in the aggregate at any one time outstanding of its Revolving Loan Pro Rata Share of the Available Aggregate Commitment and (ii) participate in Facility LC's issued upon the request of the Borrower; provided that at no time shall the Aggregate Outstanding Credit Exposure (exclusive of the portion thereof constituting Term Loans) hereunder exceed the Aggregate Commitment, provided, further that at no time shall the Aggregate Outstanding Credit Exposure hereunder exceed the Borrowing Base. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Facility Termination Date. The Commitments to lend hereunder shall expire automatically on the Revolving Facility Termination Date. The LC Issuers will issue Facility LC's hereunder on the terms and conditions set forth in Section 2.19.

2.1.2. Term Loans. The Borrower, the Lenders and the Administrative Agent agree that term loans in an aggregate principal amount of $22,500,000.00 were outstanding to the Borrower under the Existing Credit Agreement immediately prior to the Effective Date. The Borrower, the Administrative Agent, and the Lenders agree that such term loans shall be re-evidenced as and shall constitute Term Loans under this Agreement. Each Lender holding a Term Loan on the Effective Date is identified, together with the principal amount of its Term Loan, on the Commitment Schedule to this Agreement. In accordance with Section 2.1.3 below, on the Effective Date, Bank of America, N.A. shall make Term Loans hereunder in the amount of the aggregate outstanding principal amount of the Departing Lender's "Term Loans" under (and as defined in) the Existing Credit Agreement.

2.1.3. Departing Lender. The "Commitments", outstanding "Revolving Loans" and outstanding "Term Loans" of the Departing Lender under the Existing Credit Agreement shall be repaid in full and terminated and the Departing Lender shall not be a Lender under this Agreement. The proceeds of the Revolving Loans and Term Loans made by Bank of America, N.A. on the Effective Date hereof shall be applied first to repay in full all of the aggregate outstanding principal amount of the Departing Lender's "Revolving Loans" and "Term Loans" under and as defined in the Existing Credit Agreement. Notwithstanding the foregoing, the Departing Lender shall continue to retain the protections due to Lenders and LC Issuers under Section 2.19.9, Section 3.6 and Section 9.6 hereof.

2.2. Required Payments; Termination Date.

2.2.1. Required Payments. Any outstanding Revolving Loans and all other unpaid Obligations (other than the Term Loans and amounts owing under or in connection with Term Loans) shall be paid in full by the Borrower on the Revolving Facility Termination Date, and outstanding Term Loans and amounts owing under or in connection with Term Loans shall be paid in full by the Borrower on the Term Loan Maturity Date. The aggregate unpaid principal balance of all Term Loans hereunder shall be repaid in twelve (12) consecutive equal installments, payable on each Payment Date (other than the Revolving Facility Termination Date) commencing on March 31, 2004, and continuing thereafter until the Term Loan Maturity Date, in an amount equal to $1,875,000.

2.2.2. Termination Date. Notwithstanding the termination of the Commitments under this Agreement on the Revolving Facility Termination Date, until all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing

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arrangements among the Borrower and the Lenders hereunder and under the other Loan Documents shall have been terminated, all of the rights and remedies under this Agreement and the other Loan Documents shall survive.

2.3. Ratable Loans. Each Advance (other than the Term Loans outstanding on the Effective Date) hereunder shall consist of Revolving Loans made from the several Lenders ratably in proportion to the ratio that their respective Commitments bear to the Aggregate Commitment.

2.4. Types of Advances. The Advances may be Loans consisting of Floating Rate Loans or LIBOR Loans, or a combination thereof, selected by the Borrower in accordance with Sections 2.8 and 2.9.

2.5. Commitment Fee; Reductions in Aggregate Commitment.

2.5.1. Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender with a Commitment a commitment fee (the "COMMITMENT FEE") at a per annum rate equal to the Applicable Commitment Fee Rate on the daily unused portion of such Lender's Commitment from and including the Effective Date to and including the Revolving Facility Termination Date, payable quarterly in arrears on each Payment Date (other than the Term Loan Maturity Date) hereafter and until all Obligations hereunder (other than amounts owing under or in connection with Term Loans) have been paid in full; provided, that such Lender's Pro Rata Share of the LC Obligations shall be deemed to constitute usage of such Lender's Commitment for purposes of calculating the Commitment Fee due hereunder.

2.5.2. Reductions in Aggregate Commitment. The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in a minimum amount of $500,000 (and in multiples of $500,000 if in excess thereof), upon at least three (3) Business Days' prior written notice to the Administrative Agent of such reduction, which notice shall specify the amount of any such reduction; provided, however, that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure (other than amounts owing under or in connection with Term Loans). All accrued Commitment Fees shall be payable on the effective date of any termination of all or any part of the obligations of the Lenders to make Revolving Loans hereunder.

2.6. Minimum Amount of Each Advance. Each LIBOR Advance shall be in the minimum amount of $500,000 (and in multiples of $500,000 if in excess thereof), and each Floating Rate Advance shall be in the minimum amount of $500,000 (and in multiples of $500,000 if in excess thereof), provided, however, that any Floating Rate Advance may be in the amount of the Available Aggregate Commitment. The Borrower shall not request a LIBOR Advance if, after giving effect to the requested LIBOR Advance, more than three (3) Interest Periods would be in effect (unless such limit has been waived by the Administrative Agent in its sole discretion).

2.7. Optional Principal Payments; Mandatory Principal Prepayments.

2.7.1. Optional Principal Payments. The Borrower may from time to time pay, without penalty or premium, all outstanding Floating Rate Advances, or, in a minimum aggregate amount

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of $500,000 or any integral multiple of $100,000 in excess thereof, any portion of the outstanding Floating Rate Advances, upon not less than two Business Days' prior notice to the Administrative Agent. The Borrower may from time to time pay, subject to the payment of any funding indemnification amounts required by
Section 3.4 but without penalty or premium, all outstanding LIBOR Advances, or, in a minimum aggregate amount of $500,000 or any integral multiple of $500,000 in excess thereof, any portion of the outstanding LIBOR Advances upon three Business Days' prior notice to the Administrative Agent. Principal payments made with respect to the Term Loans pursuant to this Section 2.7.1 shall be applied to the principal installments payable under Section 2.2 in the inverse order of maturity.

2.7.2. Mandatory Principal Prepayments. If, at any time, (i) the Borrower shall, or it shall permit any Subsidiary to, consummate any Asset Sale or Sale and Leaseback Transaction (other than Asset Sales permitted under
Section 6.13(a)), (ii) the Borrower, or any of its Subsidiaries, shall incur any Indebtedness under Section 6.11(f), or (iii) the Aggregate Outstanding Credit Exposure shall exceed the Borrowing Base, the Borrower shall immediately make a mandatory prepayment of the Obligations (to be applied (a) in the case of clauses (i) and (ii) above, first to outstanding principal amount of Term Loans and, thereafter, to outstanding Revolving Loans (without any reduction to the Commitment), and (b) in the case of clause (iii) above, first to outstanding principal amount of Revolving Loans (without any reduction to the Commitment) and, thereafter, to outstanding Term Loans, in each case with Term Loan payments to be made in inverse order of maturity)(1) in an amount equal to the Net Cash Proceeds, provided, that the Borrower shall be permitted to retain (i) the first $1,000,000 of Net Cash Proceeds it receives in the aggregate for any Asset Sales made under Sections 6.13 (b) and (c), and (ii) the first $3,000,000 of Net Cash Proceeds it receives in the aggregate for any Asset Sales made under Section 6.13(d), Sale and Leaseback Transactions or Indebtedness under Section 6.11(f).

2.8. Method of Selecting Types and Interest Periods for New Advances. The Borrower shall select the Type of Advance and, in the case of each LIBOR Advance, the Interest Period applicable thereto from time to time. The Borrower shall give the Administrative Agent irrevocable notice (a "BORROWING NOTICE") not later than 11:00 a.m. (Chicago time) at least one (1) Business Day before the Borrowing Date of each Floating Rate Advance and two (2) Business Days before the Borrowing Date for each LIBOR Advance. A Borrowing Notice shall specify:

(a) the Borrowing Date, which shall be a Business Day, of such Advance,

(b) the aggregate amount of such Advance,

(c) the Type of Advance selected, and

(d) in the case of each LIBOR Advance, the Interest Period applicable thereto.

(1) LaSalle to confirm.

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2.9. Conversion and Continuation of Outstanding Advances. Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into LIBOR Advances pursuant to this
Section 2.9 or are repaid in accordance with Section 2.7. Each LIBOR Advance shall continue as a LIBOR Advance until the end of the then applicable Interest Period therefor, at which time such LIBOR Advance shall be automatically converted into a Floating Rate Advance unless (x) such LIBOR Advance is or was repaid in accordance with Section 2.7, (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such LIBOR Advance continue as a LIBOR Advance for the same or another Interest Period or (z) upon the occurrence and during the continuance of any Default, each LIBOR Advance, may, at the Required Lender's direction, on the last day of the then existing Interest Period therefor, convert into a Floating Rate Advance and the obligations of the Lenders to make, or to convert Floating Rate Advances into LIBOR Advances shall be suspended. Subject to the terms of Section 2.6, the Borrower may elect from time to time to convert all or any part of a Floating Rate Advance into a LIBOR Advance. Notwithstanding anything to the contrary contained in this Section 2.9, no Advance may be converted or continued as a LIBOR Advance (except with the consent of all of the Lenders) when any Default or Unmatured Default has occurred and is continuing. The Borrower shall give the Administrative Agent irrevocable notice (a "CONVERSION/CONTINUATION NOTICE") of each conversion of a Floating Rate Advance into a LIBOR Advance or continuation of a LIBOR Advance not later than 10:00 a.m. (Chicago time) at least three (3) Business Days prior to the date of the requested conversion or continuation, specifying:

(a) the requested date, which shall be a Business Day, of such conversion or continuation,

(b) the aggregate amount and Type of the Advance which is to be converted or continued, and

(c) the amount of such Advance which is to be converted into or continued as a LIBOR Advance and the duration of the Interest Period applicable thereto.

2.10. Interest Rates. Each Floating Rate Advance shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made or is automatically converted from a LIBOR Advance into a Floating Rate Advance pursuant to Section 2.9, to but excluding the date it is paid or is converted into a LIBOR Advance pursuant to Section 2.9 hereof, at a rate per annum equal to the Floating Rate for such day. Changes in the rate of interest on that portion of any Advance maintained as a Floating Rate Advance will take effect simultaneously with each change in the Alternate Base Rate. Each LIBOR Advance shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the LIBOR Rate for such Interest Period. No Interest Period may end after the Revolving Facility Termination Date with respect to Revolving Loans, or the Term Loan Maturity Date with respect to Term Loans.

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2.11. Rates Applicable After Default. Notwithstanding anything to the contrary contained in Section 2.8 or 2.9, during the continuance of a Default or Unmatured Default the Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that no Advance may be made as, converted into or continued as a LIBOR Advance. During the continuance of a Default the Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that (i) each LIBOR Advance shall bear interest for the remainder of the applicable Interest Period at the rate otherwise applicable to such Interest Period plus 2% per annum, (ii) each Floating Rate Advance and all fees and other Obligations hereunder shall bear interest at a rate per annum equal to the Floating Rate in effect from time to time plus 2% per annum, and
(iii) the LC Fee shall be increased by 2% per annum, provided that, during the continuance of a Default under Section 7.6 or 7.7, the interest rates set forth in clauses (i) and (ii) above and the increase in the LC Fee set forth in clause
(iii) above shall be applicable to all Credit Extensions and on any accrued but unpaid fees and other Obligations without any election or action on the part of the Administrative Agent or any Lender.

2.12. Method of Payment. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent's address specified pursuant to Article XIII, or at any other Lending Office of the Administrative Agent specified in writing by the Administrative Agent to the Borrower, by 12:00 noon (Chicago time) on the date when due and shall (except in the case of Reimbursement Obligations for which the LC Issuers have not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the Lenders entitled thereto. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at such Lender's address specified pursuant to Article XIII or at any Lending Office specified in a notice received by the Administrative Agent from such Lender. The Administrative Agent is hereby authorized to charge the account of the Borrower maintained with LaSalle Bank or any of its Affiliates for each payment of principal, interest and fees as it becomes due hereunder. Each reference to the Administrative Agent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to the LC Issuers, in the case of payments required to be made to by the Borrower to the LC Issuers pursuant to Section 2.19.6.

2.13. Noteless Agreement; Evidence of Indebtedness.

(i) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(ii) The Administrative Agent shall also maintain accounts in which it will record (a) the date and the amount of each Loan made hereunder, the Type thereof and the Interest Period, if any, applicable thereto, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (c) the original stated

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amount of each Facility LC and the amount of LC Obligations outstanding at any time, (d) the effective date and amount of each Assignment Agreement delivered to and accepted by it and the parties thereto pursuant to Section 12.3, (e) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof, and (f) all other appropriate debits and credits as provided in this Agreement, including, without limitation, all fees, charges, expenses and interest.

(iii) The entries maintained in the accounts maintained pursuant to clauses (i) and (ii) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms.

(iv) Any Lender may request that the Loans made or to be made by it be evidenced by a promissory note in substantially the form of Exhibit C (each, a "Note"). In such event, the Borrower shall prepare, execute and deliver to such Lender such Note or Notes payable to the order of such Lender. Thereafter, the Loans evidenced by each such Note and interest thereon shall at all times (including after any assignment pursuant to Section 12.3) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 12.3, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in clauses (i) and (ii) above.

2.14. Telephonic Notices. The Borrower hereby authorizes the Lenders and the Administrative Agent to extend, convert or continue Advances, effect selections of Types of Advances and transfer funds based on telephonic notices made by any person or persons the Administrative Agent or any Lender in good faith believes to be acting on behalf of the Borrower, it being understood that the foregoing authorization is specifically intended to allow Borrowing Notices and Conversion/Continuation Notices to be given telephonically. The Borrower agrees to deliver promptly to the Administrative Agent a written confirmation, signed by an Authorized Officer, of each telephonic notice signed by an Authorized Officer. If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.

2.15. Interest Payment Dates; Interest and Fee Basis. Interest accrued on each Floating Rate Advance shall be payable in arrears on each Payment Date, commencing with the first such date to occur after the Effective Date, on any date on which the Floating Rate Advance is prepaid, whether due to acceleration or otherwise, and at maturity. Interest accrued on that portion of the outstanding principal amount of any Floating Rate Advance converted into a LIBOR Advance on a day other than a Payment Date shall be payable on the next succeeding Payment Date. Interest accrued on each LIBOR Advance shall be payable on the last day of its applicable Interest Period, on any date on which the LIBOR Advance is prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued on each LIBOR Advance having an Interest Period longer than three (3) months shall also be payable on the last day of each three-month interval during such Interest Period. Interest on all Advances and fees (including LC Fees) shall be calculated for actual days elapsed on the basis of a 360-day year. Interest shall be

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payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to 2:00 p.m. (Chicago time) at the place of payment. If any payment of principal of or interest on an Advance, any fees or any other amounts payable to the Administrative Agent or any Lender hereunder shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest, fees and commissions in connection with such payment.

2.16. Notification of Advances, Interest Rates, Prepayments and Commitment Reductions; Availability of Credit Extensions. Promptly after receipt thereof, the Administrative Agent will notify each Lender of the contents of each Aggregate Commitment reduction notice, Borrowing Notice, Conversion/Continuation Notice, and repayment notice received by it hereunder. Promptly after notice from any LC Issuer, the Administrative Agent will notify each Lender of the contents of each request for issuance of a Facility LC hereunder. The Administrative Agent will notify each Lender of the interest rate applicable to each LIBOR Advance promptly upon determination of such interest rate and will give each Lender prompt notice of each change in the Alternate Base Rate. Not later than 12:00 noon (Chicago time) on each Borrowing Date, each Lender shall make available its Credit Extensions in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Unless the Administrative Agent determines that any applicable condition specified in Article IV has not been satisfied, the Administrative Agent will make the funds so received from the Lenders available to the Borrower at the Administrative Agent's aforesaid address.

2.17. Lending Offices. Each Lender may book its Loans and its participation in any LC Obligations and any LC Issuer may book the Facility LC's at any Lending Office selected by such Lender or such LC Issuer, as the case may be, and may change its Lending Office from time to time. All terms of this Agreement shall apply to any such Lending Office and the Loans, Facility LC's and any Notes issued hereunder shall be deemed held by each Lender or each LC Issuer, as the case may be, for the benefit of any such Lending Office. Each Lender and each LC Issuer may, by written notice to the Administrative Agent and the Borrower in accordance with Article XIII, designate replacement or additional Lending Offices through which Loans will be made by it or Facility LC's will be issued by it and for whose account Loan payments or payments with respect to Facility LC's are to be made.

2.18. Non-Receipt of Funds by the Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies the Administrative Agent prior to the time on which it is scheduled to make payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per

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annum equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three (3) days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan, including the interest rate applicable pursuant to Section 2.11.

2.19. Facility LC's.

2.19.1. Issuance. The LC Issuers hereby agree, on the terms and conditions set forth in this Agreement, to issue standby letters of credit (each, a "FACILITY LC") and to renew, extend, increase, decrease or otherwise modify each Facility LC ("MODIFY," and each such action a "MODIFICATION"), from time to time from and including the date of this Agreement and prior to the Revolving Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $5,000,000 and (ii) the Aggregate Outstanding Credit Exposure (excluding Term Loans) shall not exceed the Aggregate Commitment, provided, further, that at no time shall the Aggregate Outstanding Credit Exposure exceed the Borrowing Base. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Revolving Facility Termination Date and (y) eighteen months after its issuance; provided that any Facility LC with an eighteen-month tenor may provide for the renewal thereof for additional one-year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.19.11, on or before the 10th day prior to the Revolving Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LC's with (or to Modify Facility LC's to have) an expiry date on or after the Revolving Facility Termination Date but not later than the twelve-month anniversary of the Revolving Facility Termination Date.

2.19.2. Participations. Upon the issuance or Modification by any LC Issuer of a Facility LC in accordance with this Section 2.19, such LC Issuer shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from such LC Issuer, a participation in such Facility LC (and each Modification thereof) and the related LC Obligations in proportion to its Revolving Loan Pro Rata Share.

2.19.3. Notice. Subject to Section 2.19.1, the Borrower shall give the applicable LC Issuer notice prior to 10:00 a.m. (Chicago time) at least three Business Days prior to the proposed date of issuance or Modification of each Facility LC, specifying the beneficiary, the proposed date of issuance (or Modification) and the expiry date of such Facility LC, and describing the proposed terms of such Facility LC and the nature of the transactions proposed to be supported thereby. Upon receipt of such notice, the applicable LC Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender, of the contents thereof and of the amount of such Lender's participation in such proposed Facility LC. The issuance or Modification by the applicable LC Issuer of any Facility LC shall, in addition to the conditions precedent set forth in Article IV (the satisfaction of which the applicable LC Issuer shall have no duty to ascertain), be subject to the conditions precedent that such Facility LC shall be satisfactory to the applicable LC Issuer and that the Borrower shall have executed and delivered such application agreement and/or such other instruments and

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agreements relating to such Facility LC as the applicable LC Issuer shall have reasonably requested (including, with respect to any Facility LC issued by LaSalle Bank, in its capacity as LC Issuer, the LBNA Master Letter of Credit Agreement) (each, a "FACILITY LC APPLICATION"). In the event of any conflict between the terms of this Agreement and the terms of any Facility LC Application, the terms of this Agreement shall control.

2.19.4. LC Fees. The Borrower shall pay to the Administrative Agent, for the account of the Lenders ratably in accordance with their respective Revolving Loan Pro Rata Shares, with respect to each standby Facility LC, a letter of credit fee at a per annum rate equal to the Applicable LC Fee Rate in effect from time to time on the average daily undrawn stated amount under such standby Facility LC, such fee to be payable in arrears on each Payment Date (the "LC FEE"). The Borrower shall also pay to each LC Issuer for its own account (x) at the time of issuance of each Facility LC, a fronting fee in an amount to be agreed upon between such LC Issuer and the Borrower, and (y) documentary and processing charges in connection with the issuance or Modification of and draws under Facility LC's in accordance with such LC Issuer's standard schedule for such charges as in effect from time to time.

2.19.5. Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, each LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the "LC PAYMENT DATE"). The responsibility of such LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LC's as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender's Revolving Loan Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer's demand for such reimbursement (or, if such demand is made after 11:00 a.m. (Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three days and, thereafter, at a rate of interest equal to the rate applicable to Floating Rate Advances.

2.19.6. Reimbursement by Borrower. The Borrower shall be irrevocably and unconditionally obligated to reimburse each LC Issuer on or before the applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any drawing under any Facility LC, without presentment, demand, protest or other formalities of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such

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Facility LC or (ii) such LC Issuer's failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by such LC Issuer and remaining unpaid by the Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Revolving Loan Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by such LC Issuer, but only to the extent such Lender has made payment to such LC Issuer in respect of such Facility LC pursuant to Section 2.19.5. Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

2.19.7. Obligations Absolute. The Borrower's obligations under this
Section 2.19 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against any LC Issuer, any Lender or any beneficiary of a Facility LC. The Borrower further agrees with the LC Issuers and the Lenders that the LC Issuers and the Lenders shall not be responsible for, and the Borrower's Reimbursement Obligation in respect of any Facility LC shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrower, any of its Affiliates, the beneficiary of any Facility LC or any financing institution or other party to whom any Facility LC may be transferred or any claims or defenses whatsoever of the Borrower or of any of its Affiliates against the beneficiary of any Facility LC or any such transferee. The LC Issuer shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Facility LC. The Borrower agrees that any action taken or omitted by the LC Issuers or any Lender under or in connection with each Facility LC and the related drafts and documents, if done without gross negligence or willful misconduct, shall be binding upon the Borrower and shall not put the LC Issuers or any Lender under any liability to the Borrower. Nothing in this Section 2.19.7 is intended to limit the right of the Borrower to make a claim against the LC Issuers for damages as contemplated by the proviso to the first sentence of Section 2.19.6.

2.19.8. Actions of LC Issuer. The LC Issuer shall be entitled to rely, and shall be fully protected in relying, upon any Facility LC, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the LC Issuers. The LC Issuer shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first have received such advice or concurrence of the Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.

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Notwithstanding any other provision of this Section 2.19, the LC Issuers shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and any future holders of a participation in any Facility LC.

2.19.9. Indemnification. The Borrower hereby agrees to indemnify and hold harmless each Lender, the LC Issuers and the Administrative Agent, and their respective directors, officers, agents and employees from and against any and all claims and damages, losses, liabilities, costs or expenses which such Lender, the LC Issuers or the Administrative Agent may incur (or which may be claimed against such Lender, the LC Issuers or the Administrative Agent by any Person whatsoever) by reason of or in connection with the issuance, execution and delivery or transfer of or payment or failure to pay under any Facility LC or any actual or proposed use of any Facility LC, including, without limitation, any claims, damages, losses, liabilities, costs or expenses which the LC Issuers may incur by reason of or in connection with (i) the failure of any other Lender to fulfill or comply with its obligations to the LC Issuers hereunder (but nothing herein contained shall affect any rights the Borrower may have against any defaulting Lender) or (ii) by reason of or on account of any LC Issuer issuing any Facility LC which specifies that the term "Beneficiary" included therein includes any successor by operation of law of the named Beneficiary, but which Facility LC does not require that any drawing by any such successor Beneficiary be accompanied by a copy of a legal document, satisfactory to such LC Issuer, evidencing the appointment of such successor Beneficiary; provided that the Borrower shall not be required to indemnify any Lender, such LC Issuer or the Administrative Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of such LC Issuer in determining whether a request presented under any Facility LC complied with the terms of such Facility LC or (y) such LC Issuer's failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. Nothing in this Section 2.19.9 is intended to limit the obligations of the Borrower under any other provision of this Agreement.

2.19.10. Lenders' Indemnification. Each Lender shall, ratably in accordance with its Revolving Loan Pro Rata Share, indemnify each LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct or any LC Issuer's failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of the Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.19 or any action taken or omitted by such indemnitees hereunder.

2.19.11. Facility LC Collateral Account. The Borrower agrees that it will, upon the request of the Administrative Agent or the Lenders and until the final expiration date of any Facility LC and thereafter as long as any amount is payable to any LC Issuer or the Lenders in respect of any Facility LC, maintain a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the "FACILITY LC COLLATERAL ACCOUNT") at the Administrative Agent's office at the address specified pursuant to Article XIII, in the name of such Borrower but under the sole dominion and control of the Administrative Agent, for the

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benefit of the Lenders and in which such Borrower shall have no interest other than as set forth in Section 8.1. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the LC Issuers, a security interest in all of the Borrower's right, title and interest in and to all funds which may from time to time be on deposit in the Facility LC Collateral Account to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the Facility LC Collateral Account in certificates of deposit of LaSalle Bank having a maturity not exceeding 30 days. Nothing in this Section 2.19.11 shall either obligate the Administrative Agent to require the Borrower to deposit any funds in the Facility LC Collateral Account or limit the right of the Administrative Agent to release any funds held in the Facility LC Collateral Account in each case other than as required by
Section 8.1.

2.19.12. Rights as a Lender. In its capacity as a Lender, each LC Issuer shall have the same rights and obligations as any other Lender.

2.20. Replacement of Lender. The Borrower shall have the right, in its sole discretion, at any time and from time to time to terminate or replace the Commitment of any Lender (an "AFFECTED LENDER"), in whole, upon at least thirty (30) days' prior notice to the Administrative Agent and such Lender, (a) if such Lender has failed or refused to make available the full amount of any Credit Extension as required by its Commitment hereunder, (b) if such Lender has been merged or consolidated with, or transferred all or substantially all of its assets to, or otherwise been acquired by any other Person, or (c) if such Lender has demanded that the Borrower make any additional payment to any Lender pursuant to Section 3.1, 3.2 or 3.5, or if such Lender's obligation to make or continue, or convert Floating Rate Advances into, LIBOR Advances has been suspended pursuant to Section 3.3, provided, however that no such Commitment reduction shall reduce the Aggregate Commitment by more than fifteen percent (15%) thereof; provided further, that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement, and that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement substantially in the form of Exhibit B and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, to the extent applicable, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the LIBOR Advance of such Affected Lender been prepaid on such date rather than sold to the replacement Lender and (iii) if the Affected Lender is being terminated, the Borrower shall pay to such Affected Lender all of the Obligations due to such Affected Lender (including amounts described in the immediately preceding clauses (i) and (ii) plus the outstanding principal balance of such Lender's Credit Extensions).

ARTICLE III

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YIELD PROTECTION; TAXES

3.1. Yield Protection. If, on or after the Closing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Office or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

(i) subjects any Lender or any applicable Lending Office or any LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any LC Issuer in respect of its LIBOR Loans, Facility LC's or participations therein, or

(ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Office or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances), or

(iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Office or any LC Issuer of making, funding or maintaining its Commitment or LIBOR Loans, or of issuing or participating in Facility LC's, or reduces any amount receivable by any Lender or any applicable Lending Office or any LC Issuer in connection with its Commitment or LIBOR Loans, Facility LC's or participations therein, or requires any Lender or any applicable Lending Office or any LC Issuer to make any payment calculated by reference to the amount of Commitment or LIBOR Loans, Facility LC's or participations therein held or interest received by it, by an amount deemed material by such Lender or any LC Issuer, as the case may be,

and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Office or such LC Issuer of making or maintaining its LIBOR Loans or Commitment or issuing or participating in Facility LC's or to reduce the return received by such Lender or applicable Lending Office or such LC Issuer, as the case may be, in connection with such LIBOR Loans or Commitment, then, within fifteen (15) days of demand by such Lender or such LC Issuer, the Borrower shall pay such Lender or such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or LC Issuer, as the case may be, for such increased cost or reduction in amount received, provided however, such Lender or LC Issuer shall only be entitled to receive compensation from the Borrower for such increased costs for a period of 90 days prior to the date such Lender or LC Issuer made a demand for payment of such increased costs plus such increased costs that accrue after the date of such demand by such Lender or LC Issuer, except that with respect to any retroactive change in any law, rule, regulation, policy, guideline or directive giving rise to increased costs to any such Lender or LC Issuer, the Borrower shall pay such Lender or LC Issuer, as the case may be, such additional amount or

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amounts as will compensate such Lender or LC Issuer for such increased cost or reduction in amount received for the period from and including the effective date of such retroactive change.

3.2. Changes in Capital Adequacy Regulations. If a Lender or an LC Issuer determines the amount of capital required or expected to be maintained by such Lender or such LC Issuer, any Lending Office of such Lender or such LC Issuer or any corporation controlling such Lender or such LC Issuer is increased as a result of a Change, then, within fifteen (15) days of demand by such Lender or such LC Issuer, the Borrower shall pay such Lender or such LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender or such LC Issuer determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LC's, as the case may be, hereunder (after taking into account such Lender's or such LC Issuer's policies as to capital adequacy) provided however, such Lender or LC Issuer shall only be entitled to receive compensation from the Borrower for such shortfall for a period of 90 days prior to the date such Lender or LC Issuer made a demand for payment of such shortfall plus such additional shortfalls that accrue after the date of such demand by such Lender or LC Issuer, provided that if such Change has a retroactive effect, then the Lender or the LC Issuer shall be entitled to receive compensation from the Borrower for such shortfall for the period from and including the effective date of such retroactive Change. "CHANGE" means (i) any change after the Closing Date in the Risk-Based Capital Guidelines or (ii) any adoption of, change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Closing Date which affects the amount of capital required or expected to be maintained by any Lender or any LC Issuer or any Lending Office or any corporation controlling any Lender or any LC Issuer. "RISK-BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the United States on the Closing Date, including transition rules, and
(ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such regulations adopted prior to the Closing Date.

3.3. Availability of Types of Advances. If (x) any Lender determines that maintenance of its LIBOR Loans at a suitable Lending Office would violate any applicable law, rule, regulation or directive, whether or not having the force of law, or if (y) the Lenders determine that (i) deposits of a type and maturity appropriate to match fund LIBOR Advances are not available or
(ii) the interest rate applicable to LIBOR Advances does not accurately reflect the cost of making or maintaining LIBOR Advances, then the Administrative Agent shall suspend the availability of LIBOR Advances and require any affected LIBOR Advances to be repaid or converted to Floating Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.4.

3.4. Funding Indemnification. If any payment of a LIBOR Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a LIBOR Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, or a LIBOR Advance is not prepaid on the date specified by the Borrower for any reason, the Borrower will indemnify each Lender

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for any actual and verifiable loss or cost incurred by it resulting therefrom, including, without limitation, any actual and verifiable loss or cost in liquidating or employing deposits acquired to fund or maintain such LIBOR Advance.

3.5. Taxes.

(i) All payments by the Borrower to or for the account of any Lender, any LC Issuer or Administrative Agent hereunder or under any Note shall be made free and clear of and without deduction for any and all Taxes. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender, any LC Issuer or Administrative Agent, (a) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.5) such Lender, such LC Issuer or Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (b) the Borrower shall make such deductions, (c) the Borrower shall pay the full amount deducted to the relevant authority in accordance with applicable law and (d) the Borrower shall furnish to the Administrative Agent the original copy of a receipt evidencing payment thereof within thirty (30) days after such payment is made.

(ii) In addition, the Borrower hereby agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or Facility LC Application or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note or Facility LC Application other than any of the foregoing which constitute Excluded Taxes ("OTHER TAXES").

(iii) The Borrower hereby agrees to indemnify the Administrative Agent, each LC Issuer and each Lender for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by the Administrative Agent, such LC Issuer or such Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payments due under this indemnification shall be made within thirty (30) days of the date the Administrative Agent, such LC Issuer or such Lender makes demand therefor pursuant to Section 3.6.

(iv) Each Lender that is not incorporated under the laws of the United States of America or a state thereof (each a "NON-U.S. LENDER") agrees that it will, not more than ten (10) Business Days after the date on which it becomes a party to this Agreement, (i) deliver to each of the Borrower and the Administrative Agent two (2) duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, and (ii) deliver to each of the Borrower and the Administrative Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of the Borrower and the Administrative Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Borrower or the Administrative

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Agent. All forms or amendments described in the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

(v) For any period during which a Non-U.S. Lender has failed to provide the Borrower with an appropriate form pursuant to clause (iv), above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Lender shall not be entitled to indemnification under this Section 3.5 with respect to Taxes imposed by the United States; provided that, should a Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required under clause (iv), above, the Borrower shall take such steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to recover such Taxes.

(vi) Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate.

(vii) If the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any political subdivision thereof asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or properly completed, because such Lender failed to notify the Administrative Agent of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax, withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Administrative Agent under this subsection, together with all costs and expenses related thereto (including attorneys' fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent). The obligations of the Lenders under this Section 3.5(vii) shall survive the payment of the Obligations and termination of this Agreement.

3.6. Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender and each LC Issuer shall designate an alternate Lending Office with respect to its Credit Extensions to reduce any liability of the Borrower to such Lender or LC Issuer under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of LIBOR Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender or LC Issuer, materially disadvantageous to such Lender or LC Issuer. Each Lender and each LC Issuer shall deliver a

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written statement of such Lender or LC Issuer to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined the actual amount of its loss or additional cost, and such calculation shall be final, conclusive and binding on the Borrower in the absence of manifest error. Unless otherwise provided herein, the amount specified in the written statement of any Lender or LC Issuer shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement.

ARTICLE IV

CONDITIONS PRECEDENT

4.1. Effectiveness of this Agreement. The Lenders' Commitments shall not be effective hereunder and the terms loans extended under the Existing Credit Agreement described in Article XVI hereof shall not constitute Term Loans hereunder unless (a) the representations and warranties contained in Article V are true and correct as of such date and (b) the following conditions precedent have been satisfied:

(x) the Borrower or the applicable Guarantor has furnished to the Administrative Agent with sufficient copies for the Lenders:

(i) Copies of a certificate of good standing of the Borrower and each of the initial Guarantors, certified by the appropriate governmental officer in its jurisdiction of incorporation.

(ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower and each of the initial Guarantors, of their respective Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party.

(iii) Incumbency certificates, executed by the Secretary or Assistant Secretary of the Borrower and each of the initial Guarantors, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower and each of the initial Guarantors, respectively, authorized to sign the Loan Documents to which it is a party and, with respect to the Borrower, to request Credit Extensions hereunder, upon which certificates the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or the applicable Guarantor.

(iv) A certificate signed by the chief financial officer or treasurer of the Borrower, stating that on the Effective Date
(a) no Default or Unmatured Default has occurred and is continuing, (b) all of the representations and warranties in Article V shall be true and correct as of such date, and (c) no material adverse change in the business, financial condition, operations or prospects of the Borrower has occurred since December 31, 2002.

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(v) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender.

(vi) Duly executed originals of (a) this Agreement from each of the Borrower, the Administrative Agent and the Lender and (b) a Reaffirmation in the form of Attachment A hereto.

(vii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.

(viii) An initial executed Borrowing Base Certificate dated as of the Effective Date, reflecting the calculation of the Borrowing Base as of January 31, 2004.

(ix) Such other documents as any Lender or its counsel may have reasonably requested.

and (y) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an up-front fee equal to 0.20% multiplied by each Lender's Outstanding Credit Exposure as of the Effective Date (after giving effect to all payments made by Borrower thereunder on such date).

4.2. Each Credit Extension. The Lenders shall not be required to make any Credit Extension unless on the applicable Borrowing Date:

(i) There exists no Default or Unmatured Default.

(ii) The representations and warranties contained in Article V are true and correct as of such Borrowing Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.

(iii) All legal matters incident to the making of such Credit Extension shall be satisfactory to the Lenders and their counsel.

Each Borrowing Notice with respect to each such Credit Extension shall constitute a representation and warranty by the Borrower that the conditions contained in Section 4.2(i) and (ii) have been satisfied. Any Lender may require a duly completed compliance certificate in substantially the form of Exhibit A as a condition to making an Credit Extension.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants as follows to each Lender and the Administrative Agent as of the Effective Date, on the date of the initial Revolving Loans hereunder (if different from the Effective Date) and thereafter on each date as required by Section 4.2:

5.1. Existence and Standing. The Borrower and each of its Subsidiaries is a corporation, partnership or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and in good standing under the laws of its

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jurisdiction of incorporation or organization and is properly qualified and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except to the extent that the failure to have such authority could not reasonably be expected to have a Material Adverse Effect.

5.2. Authorization and Validity. The Borrower has the power and authority and legal right to execute and deliver the Loan Documents and to perform its obligations thereunder. The execution and delivery by the Borrower of the Loan Documents and the consummation of the transactions contemplated thereby and the performance of its obligations thereunder have been duly authorized by the Board of Directors or similar corporate proceedings and no other corporate proceedings are necessary to consummate such transactions, and the Loan Documents to which the Borrower is a party constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally.

5.3. No Conflict; Government Consent. Neither the execution, delivery and performance by the Borrower of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or (ii) the Borrower's or any Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any material Contractual Obligations, to which the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with, or constitute a default under, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary pursuant to the terms of, any material Contractual Obligation. The execution, delivery and performance of the Loan Documents and the consummation of the transactions contemplated thereby do not and will not require any approval of shareholders or any approval or consent of any Person under Contractual Obligations. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

5.4. Financial Statements. The December 31, 2000 consolidated financial statements of the Borrower and its Subsidiaries heretofore delivered to the Administrative Agent and the Lenders, copies of which are included in the Borrower's 2000 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as filed with the Securities and Exchange Commission, were prepared in accordance with generally accepted accounting principles in effect on the date such statements were prepared and fairly present, the consolidated financial condition and operations of the Borrower and its Subsidiaries at such date and the consolidated results of their