Fourth Amendment to Revolving Credit and Security Agreement between Wachovia Bank and AutoInfo, Inc., et al

secured by the Collateral, and shall be repaid on demand. Borrower shall complete and sign such applications and supplemental agreements and provide such other documentation as Bank may require. The form and substance of all standby letters of credit, including expiration dates, shall be subject to Bank’s approval. Bank may charge a fee or commission for issuance, renewal or extension of a standby letter of credit based upon Bank’s then standard rates. Borrower unconditionally guarantees all obligations of any Subsidiary with respect to letters of credit issued by Bank for the account of such Subsidiary and all acceptances of any Subsidiary’s drafts. Upon a Default, Borrower shall, on demand, deliver to Bank good funds equal to 105% of Bank’s maximum liability under all outstanding letters of credit and bankers acceptances, to be held as cash Collateral for Borrower’s reimbursement obligations and other Indebtedness. No standby letter of credit issued by Bank shall have an expiration of more than three hundred sixty five (365) days after its issuance and no standby letter of credit shall expire later than thirty (30) days after the Termination Date.

(b)           Any standby letter of credit issued hereunder shall be governed by the Uniform Customs of Practice for Documentary Credit (1993 Rev.), International Chamber of Commerce Publication No. 500, as revised from time to time, except to the extent that the terms of such publication would limit or diminish rights granted to Bank hereunder or in any other Loan Document.

Capital Expenditures. Borrower shall not during any fiscal year expend on gross fixed assets (including gross leases to be capitalized under GAAP and leasehold improvements), unless approved in writing by Bank, in an amount exceeding $250,000 in the aggregate.

3.             Effectiveness. The effectiveness of this Fourth Amendment shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 2:

4.            No Event of Default/Representations and Warranties. The Borrower certifies to the Bank that Borrower has kept, observed, performed and fulfilled each and every covenant, provision and condition of the Credit Agreement and each other Loan Document to which Borrower is a party on its part to be performed and that no Event of Default has occurred with respect to Borrower under the Credit Agreement or any other Loan Document to which Borrower is a party. The Borrower further certifies to Bank that, both immediately before and after giving effect to this Fourth Amendment, the representations and warranties set forth in Article 4 of the Credit Agreement with respect to the Borrower, are true and correct in all material respects on and as of the date of this Fourth Amendment.

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