---



##### 



TABLE OF CONTENTS
 PageARTICLE 1 Definitions
    
    
    2SECTION 1.01 Defined Terms
    
    
    2SECTION 1.02 Terms Generally
    
    
    29SECTION 1.03 Accounting Terms; GAAP
    
    
    30SECTION 1.04 Rounding
    
    
    30SECTION 1.05 Letter of Credit Amounts
    
    
    30ARTICLE 2 Amount and Terms of Credit
    
    
    31SECTION 2.01 Commitment of the Lenders
    
    
    31SECTION 2.02 Reserves; Changes to Reserves
    
    
    31SECTION 2.03 Making of Loans
    
    
    32SECTION 2.04 Overadvances
    
    
    33SECTION 2.05 Swingline Loans
    
    
    34SECTION 2.06 Letters of Credit
    
    
    34SECTION 2.07 Settlements Amongst Revolving Lenders
    
    
    38SECTION 2.08 Notes; Repayment of Loans
    
    
    39SECTION 2.09 Interest on Loans
    
    
    40SECTION 2.10 Default Interest
    
    
    40SECTION 2.11 Certain Fees
    
    
    41SECTION 2.12 Unused Commitment Fee
    
    
    41SECTION 2.13 Letter of Credit Fees
    
    
    41SECTION 2.14 Nature of Fees
    
    
    42SECTION 2.15 Termination or Reduction of Commitments
    
    
    42SECTION 2.16 Alternate Rate of Interest
    
    
    42SECTION 2.17 Conversion and Continuation of Loans
    
    
    43SECTION 2.18 Mandatory Prepayment; Commitment Termination; Cash Collateral
    
    
    44SECTION 2.19 Optional Prepayment of Loans; Reimbursement of Lenders
    
    
    45SECTION 2.20 Maintenance of Loan Account; Statements of Account
    
    
    47SECTION 2.21 Cash Receipts
    
    
    47SECTION 2.22 Application of Payments
    
    
    49SECTION 2.23 Increased Costs
    
    
    50SECTION 2.24 Change in Legality
    
    
    51SECTION 2.25 Payments; Sharing of Setoff
    
    
    52SECTION 2.26 Taxes
    
    
    53SECTION 2.27 Security Interests in Collateral
    
    
    54SECTION 2.28 Mitigation Obligations; Replacement of Lenders
    
    
    54SECTION 2.29 Increase in Revolving Commitments
    
    
    55
  (i)




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##### 



PageARTICLE 3 Representations and Warranties
    
    
    57SECTION 3.01 Organization; Powers
    
    
    57SECTION 3.02 Authorization; Enforceability
    
    
    57SECTION 3.03 Governmental Approvals; No Conflicts
    
    
    57SECTION 3.04 Financial Condition
    
    
    57SECTION 3.05 Properties
    
    
    58SECTION 3.06 Litigation and Environmental Matters
    
    
    58SECTION 3.07 Compliance with Laws and Agreements
    
    
    59SECTION 3.08 Investment Company Status
    
    
    59SECTION 3.09 Taxes
    
    
    59SECTION 3.10 ERISA
    
    
    59SECTION 3.11 Disclosure
    
    
    59SECTION 3.12 Subsidiaries
    
    
    60SECTION 3.13 Insurance
    
    
    60SECTION 3.14 Labor Matters
    
    
    60SECTION 3.15 Security Documents
    
    
    60SECTION 3.16 Federal Reserve Regulations
    
    
    60SECTION 3.17 Solvency
    
    
    60ARTICLE 4 Conditions
    
    
    61SECTION 4.01 Effective Date
    
    
    61SECTION 4.02 Conditions Precedent to Each Loan and Each Letter of Credit
    
    
    63ARTICLE 5 Affirmative Covenants
    
    
    64SECTION 5.01 Financial Statements and Other Information
    
    
    64SECTION 5.02 Notices of Material Events
    
    
    66SECTION 5.03 Information Regarding Collateral
    
    
    66SECTION 5.04 Existence; Conduct of Business
    
    
    67SECTION 5.05 Payment of Obligations
    
    
    67SECTION 5.06 Maintenance of Properties
    
    
    67SECTION 5.07 Insurance
    
    
    67SECTION 5.08 Casualty and Condemnation
    
    
    68SECTION 5.09 Books and Records; Inspection and Audit Rights; Appraisals
    
    
    68SECTION 5.10 Compliance with Laws
    
    
    69SECTION 5.11 Use of Proceeds and Letters of Credit
    
    
    69SECTION 5.12 Additional Subsidiaries
    
    
    70SECTION 5.13 Further Assurances
    
    
    70SECTION 5.14 Subordinated Debt Indenture
    
    
    71ARTICLE 6 Negative Covenants
    
    
    71SECTION 6.01 Indebtedness and Other Obligations
    
    
    71SECTION 6.02 Liens
    
    
    73SECTION 6.03 Fundamental Changes
    
    
    73SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions
    
    
    74
  (ii)




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##### 



PageSECTION 6.05 Asset Sales
    
    
    75SECTION 6.06 Restricted Payments; Certain Payments of Indebtedness
    
    
    75SECTION 6.07 Transactions with Affiliates
    
    
    76SECTION 6.08 Restrictive Agreements
    
    
    76SECTION 6.09 Amendment of Material Documents
    
    
    77SECTION 6.10 Additional Subsidiaries
    
    
    77SECTION 6.11 Consolidated Fixed Charge Coverage Ratio
    
    
    77ARTICLE 7 Events of Default
    
    
    77SECTION 7.01 Events of Default
    
    
    77SECTION 7.02 When Continuing
    
    
    80SECTION 7.03 Remedies on Default
    
    
    80SECTION 7.04 Application of Proceeds
    
    
    81ARTICLE 8 The Agents
    
    
    82SECTION 8.01 Administration by Administrative Agent
    
    
    82SECTION 8.02 The Collateral Agent
    
    
    82SECTION 8.03 Sharing of Excess Payments
    
    
    83SECTION 8.04 Agreement of Required Lenders
    
    
    83SECTION 8.05 Liability of Agents
    
    
    84SECTION 8.06 Reimbursement and Indemnification
    
    
    84SECTION 8.07 Rights of Agents
    
    
    85SECTION 8.08 Independent Lenders and Issuing Bank
    
    
    85SECTION 8.09 Notice of Transfer
    
    
    85SECTION 8.10 Successor Agent
    
    
    85SECTION 8.11 Reports and Financial Statements
    
    
    86SECTION 8.12 Documentation Agent, Co-Agents, Syndication Agent and Arranger
    
    
    87SECTION 8.13 Collateral and Guaranty Matters
    
    
    87SECTION 8.14 Defaulting Lender
    
    
    88ARTICLE 9 Miscellaneous
    
    
    89SECTION 9.01 Notices
    
    
    89SECTION 9.02 Waivers; Amendments
    
    
    89SECTION 9.03 Expenses; Indemnity; Damage Waiver
    
    
    91SECTION 9.04 Designation of Lead Borrower as Borrowers Agent
    
    
    93SECTION 9.05 Successors and Assigns
    
    
    94SECTION 9.06 Survival
    
    
    97SECTION 9.07 Counterparts; Integration; Effectiveness
    
    
    97SECTION 9.08 Severability
    
    
    97SECTION 9.09 Right of Setoff
    
    
    97SECTION 9.10 Governing Law; Jurisdiction; Consent to Service of Process
    
    
    98SECTION 9.11 WAIVER OF JURY TRIAL
    
    
    99SECTION 9.12 Headings
    
    
    99SECTION 9.13 Interest Rate Limitation
    
    
    99SECTION 9.14 Intentionally Omitted
    
    
    99SECTION 9.15 Additional Waivers
    
    
    99SECTION 9.16 Designated Senior Indebtedness
    
    
    101SECTION 9.17 Existing Credit Agreement Amended and Restated
    
    
    101SECTION 9.18 Treatment of Certain Information; Confidentiality
    
    
    102
  (iii)




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##### 



EXHIBITS
 A
    
    Assignment and AcceptanceB-1
    
    Revolving NotesB-2
    
    Swingline NoteC
    
    Opinion of Counsel to Loan PartiesD
    
    Borrowing Base Certificate
  (iv)




---



##### 



SCHEDULES
 1.1
    
    Lenders and Commitments1.2
    
    Fiscal Periods2.06
    
    Existing Letters of Credit2.21(a)
    
    DDAs2.21(b)
    
    Credit Card Arrangements2.21(c)
    
    Blocked Accounts2.21(f)
    
    Disbursement Accounts3.05(c)(i)
    
    Title to Properties; Real Estate Owned3.05(c)(ii)
    
    Leased Properties3.06
    
    Disclosed Matters3.12
    
    Subsidiaries3.13
    
    Insurance5.01(m)
    
    Financial Reporting Requirements6.01
    
    Indebtedness6.02
    
    Liens6.04
    
    Investments
  (v)




---



##### 



1




---



##### 



W I T N E S S E T H
 Existing Credit Agreement
    Definitions
 Defined Terms.
 ACH
 Account
 Acquisition
  2




---



##### 



Additional Commitment Lender
 Adjusted LIBO Rate
 Adjustment Date
 Administrative Agent
 Affiliate
 Agents
 Alternate Base Rate 1 2
  3




---



##### 



Applicable Commitment Fee Percentage
 Average daily balance in any quarter of the Unused Commitment
    
    Applicable Commitment Fee PercentageLess than or equal to 33% of the Total Commitments
    
    
    0.50
    %Greater than 33% but less than 66% of the Total Commitments
    
    
    0.375
    %Equal to or greater than 66% of the Total Commitments
    
    
    0.25
    %
 Applicable Margin
  provided provided
 Level
    
    Average Excess Availability
    
    Base Rate Loans
    
    
    LIBO Loans1
    
    Greater than or equal to
$175,000,000
    
    
    0.75
    %
    
    
    1.75
    %2
    

Greater than or equal to
$125,000,000 but less than
$175,000,000
    
    
    1.00
    %
    
    
    2.00
    %3
    
    Less than $125,000,000
    
    
    1.25
    %
    
    
    2.25
    %
  4




---



##### 



Appraisal Percentage
 Period
    
    Appraisal PercentageJanuary 1 through September 14 of each year and November 16 through December 31 of each year
    
    
    85
    %September 15 through November 15 of each year
    
    
    90
    %
 Appraised Value
 Arranger
 Assignment and Acceptance Exhibit A
 Availability Reserves
  5




---



##### 



Bankers Acceptance
 Bank of America
 Bank Products
 Bank Product Reserves
 Base Rate Loan
 Blocked Account Agreements
 Blocked Account Banks
 Blocked Accounts
 BOA Concentration Account
 BOA Disbursement Accounts
 Board
  6




---



##### 



Borrowers
 Borrowing
 Borrowing Base
 plus
 multiplied by minus
  Borrowing Base Certificate
 Borrowing Request
 Breakage Costs
 Business Day provided
 Capital Expenditures provided
that
 Capital Lease Obligations
  7




---



##### 



Cash Collateral Account
 Cash Control Event provided that
 Cash Management Reserves
 Cash Management Services
 Cash Receipts
 CERCLA
 Change in Control
 Change in Law
  8




---



##### 



Charges
 Closing Date
 Code
 Collateral
 Collateral Access Agreement
 Collateral Agent
 Commercial Letter of Credit
 Commitment Fee
 Consolidated EBITDA
 Consolidated Fixed Charge Coverage Ratio
  9




---



##### 



Consolidated Interest Charges
 Consolidated Net Income plus provided however
 Control Controlling Controlled
 Cost provided that
 Covenant Compliance Event
  10




---



##### 



Credit Card Notifications
 Credit Extensions
 DDAs
 DDA Notification
 Debt Service Charges
 Debtor Relief Laws
 Default
 Defaulting Lender
 Dollars $
 Effective Date
  11




---



##### 



Eligible Credit Card Receivables
      Eligible In-Transit Inventory
 Eligible Inventory
    12




---



##### 



Eligible L/C Inventory
 Environmental Laws
  13




---



##### 



Environmental Liability
 ERISA
 ERISA Affiliate
 ERISA Event
 Event of Default
 Excess Availability
  14




---



##### 



Excluded Taxes
 Existing Letters of Credit Schedule 2.06
 Facility Guarantee
 Facility Guarantors
 Facility Guarantors Collateral Documents
 Family Group
 Federal Funds Effective Rate
  15




---



##### 



Fee Letter
 Financial Officer
 Fiscal Period Schedule 1.2
 Foreign Lender
 Foreign Subsidiary
 GAAP
 Gift Certificate and Merchandise Credit Liability
 Governmental Authority
 Guarantee guarantor primary
obligor provided
  16




---



##### 



Hazardous Materials
 Hedging Agreement
 Ideaforest Note
 Increase Effective Date
 Indebtedness
 Indemnified Taxes
  17




---



##### 



Indemnitee
 Interest Payment Date
 Interest Period provided
 Inventory
 Inventory Reserves
 Issuing Bank
 L/C Disbursement
 Lead Borrower
  18




---



##### 



Lenders Schedule 1.1
 Letter of Credit
 Letter of Credit Fees
 Letter of Credit Outstandings plus
 LIBO Borrowing
 LIBO Loan
 LIBO Rate
 Lien
  19




---



##### 



Loan Documents
 Loan Party Loan Parties
 Loans
 Margin Stock
 Material Adverse Effect
 Material Agreements
 Material Indebtedness
 Maturity Date
 Maximum Rate
 Measurement Period
  20




---



##### 



Minority Lenders
 Moodys
 Multiemployer Plan
 Net Proceeds
 Noncompliance Notice
 Notes
 Obligations
 Other Liabilities
  21




---



##### 



Other Taxes
 Overadvance
 PBGC
 Payment Conditions
 Perfection Certificate
 Permitted Acquisition
    22




---



##### 



Permitted Encumbrances
       provided
  23




---



##### 



Permitted Investments
     provided that
 Permitted Overadvance provided that provided further further provided that
  24




---



##### 



Person
 Plan Section
3(5)
 Prepayment Amount
 Prepayment Event
     Real Estate
  25




---



##### 



Receivables Advance Rate
 Register
 Regulation U
 Regulation X
 Related Fund
 Related Parties
 Release
 Reports
 Required Lenders
 Reserves
 Restricted Payment
 Revolving Commitment Schedule 1.1
  26




---



##### 



Revolving Commitment Percentage Schedule 1.1 SECTION 2.15
 Revolving Lender Schedule 1.1
 Revolving Loans
 S&P
 Secured Parties
 Security Agreement
 Security Documents
 Settlement Date
 Shrink
 Solvent
  27




---



##### 



Standby Letter of Credit
 Statutory Reserve Rate
 Subordinated Debt Indenture
 Subsidiary parent
 Swingline Lender
 Swingline Loan
 Synthetic Lease
 Taxes
  28




---



##### 



Termination Date
 Total Commitment
 Type
 Unused Commitment minus
 Unrestricted Subsidiary
 Withdrawal Liability
 Terms Generally.
  29




---



##### 



Accounting Terms; GAAP.
 Rounding
  Letter of Credit Amounts
   30




---



##### 



Amount and Terms of Credit
 Commitment of the Lenders.
     pro rata
 Reserves; Changes to Reserves.
      31




---



##### 



plus
 provided that
 Making of Loans.
  shall be
  32




---



##### 



Overadvances.
  33




---



##### 



Swingline Loans.
  Noncompliance Notice
 Letters of Credit.
 provided provided further
 provided
  34




---



##### 



provided provided
 provided
  35




---



##### 



36




---



##### 



provided
  37




---



##### 



Settlements Amongst Revolving Lenders.
   38




---



##### 



Settlement Date
  Notes; Repayment of Loans.
   39




---



##### 



provided however
 Interest on Loans.
 plus
 plus
  Default Interest.
 plus
  40




---



##### 



Certain Fees.
  Unused Commitment Fee.
 Commitment Fee
 Letter of Credit Fees.
        41




---



##### 



Nature of Fees.
  Termination or Reduction of Commitments.
 pro rata
 Alternate Rate of Interest.
      42




---



##### 



Conversion and Continuation of Loans.
   pro rata
        43




---



##### 



Mandatory Prepayment; Commitment Termination; Cash Collateral.
       44




---



##### 



Optional Prepayment of Loans; Reimbursement of Lenders.
  first second third
    45




---



##### 



Breakage Costs
    46




---



##### 



Maintenance of Loan Account; Statements of Account.
 Loan Account
  Cash Receipts.
 Schedule 2. 21(a)
 Schedule 2. 21(b)
 DDA Notification Credit Card
Notification Schedule 2. 21(c) Blocked Accounts Blocked Account Agreements
  47




---



##### 



Cash Receipts BOA Concentration
Account
   BOA Disbursement Accounts Schedule 2.21(f)
  48




---



##### 



Application of Payments.
 first second third fourth fifth sixth
  49




---



##### 



Increased Costs.
       50




---



##### 



Change in Legality.
    51




---



##### 



Payments; Sharing of Setoff.
      52




---



##### 



Taxes.
 provided
     53




---



##### 



Security Interests in Collateral.
  Mitigation Obligations; Replacement of Lenders.
 provided however
  54




---



##### 



provided
 Increase in Revolving Commitments
 Request for Increase provided
 Lender Elections to Increase
 Notification by Administrative Agent; Additional Lenders Additional Commitment Lender provided, however,
  55




---



##### 



Effective Date and Allocations Increase Effective Date Schedule 1.1
 Conditions to Effectiveness of Increase
 Conflicting Provisions
  56




---



##### 



Representations and Warranties
  Organization; Powers.
 Authorization; Enforceability.
 Governmental Approvals; No Conflicts.
 Financial Condition.
  57




---



##### 



Properties.
 Schedules 3. 05(c)(i) 3. 05(c)(ii)
  Schedule 3. 05(c)(i) Schedule 3. 05(c)(ii)
 Litigation and Environmental Matters.
 Schedule 3.06
 Schedule 3.06
 Schedule 3.06
  58




---



##### 



Compliance with Laws and Agreements.
 Investment Company Status.
 Taxes.
 ERISA
 Disclosure
  59




---



##### 



Subsidiaries Schedule 3.12
 Insurance Schedule 3.13
 Labor Matters
 Security Documents
 Federal Reserve Regulations.
    Solvency
  60




---



##### 



Conditions
 Effective Date
        61




---



##### 



62




---



##### 



Conditions Precedent to Each Loan and Each Letter of Credit.
  Notice
 Representations and Warranties
 No Default
 Borrowing Base Certificate
   63




---



##### 



Affirmative Covenants
  Financial Statements and Other Information
      64




---



##### 



Exhibit E Borrowing Base Certificate provided, however
   Schedule 5. 01(i)
     65




---



##### 



Notices of Material Events
          Information Regarding Collateral.
   66




---



##### 



Existence; Conduct of Business
 Payment of Obligations
 Maintenance of Properties
 Insurance.
   67




---



##### 



Casualty and Condemnation
 Books and Records; Inspection and Audit Rights; Appraisals.
   68




---



##### 



provided that provided further that
 Compliance with Laws
 Use of Proceeds and Letters of Credit
  69




---



##### 



Additional Subsidiaries
 Further Assurances.
     70




---



##### 



Subordinated Debt Indenture
 provided that provided
further that
  Negative Covenants
  Indebtedness and Other Obligations.
   Schedule 6.01
  71




---



##### 



provided
 provided that
  provided that
  provided that
  provided that provided further
that
 capital stock.
  72




---



##### 



Liens
   Schedule 6.02 provided that
 provided
 provided
that provided
further that
 Fundamental Changes
    73




---



##### 



Investments, Loans, Advances, Guarantees and Acquisitions
  Schedule 6.04
 provided that
 provided
     provided that
  74




---



##### 



Asset Sales
  provided
     Restricted Payments; Certain Payments of Indebtedness.
   75




---



##### 



then satisfied.
 Transactions with Affiliates arms-length
 Restrictive Agreements
  76




---



##### 



Amendment of Material Documents
 Additional Subsidiaries
 Consolidated Fixed Charge Coverage Ratio.
  Events of Default
 Events of Default.
      77




---



##### 



become due;
  78




---



##### 



79




---



##### 



When Continuing.
  Remedies on Default.
   80




---



##### 



Application of Proceeds
             81




---



##### 



The Agents
 Administration by Administrative Agent.
  The Collateral Agent.
   82




---



##### 



Sharing of Excess Payments.
 excess payment pro rata provided
 Agreement of Required Lenders.
  provided that
  83




---



##### 



Liability of Agents.
    Reimbursement and Indemnification.
   84




---



##### 



Rights of Agents.
  Independent Lenders and Issuing Bank.
  Notice of Transfer.
  Successor Agent.
   85




---



##### 



Reports and Financial Statements.
   Reports
      86




---



##### 



Documentation Agent, Co-Agents, Syndication Agent and Arranger
 Collateral and Guaranty Matters
       87




---



##### 



Defaulting Lender
  pro rata
   88




---



##### 



Miscellaneous
 Notices
     Waivers; Amendments.
   89




---



##### 



provided provided that provided further
   90




---



##### 



Minority Lenders
  Expenses; Indemnity; Damage Waiver.
 out-of-pocket provided that
  91




---



##### 



Indemnitee provided
 provided
    92




---



##### 



Designation of Lead Borrower as Borrowers Agent.
          93




---



##### 



Successors and Assigns.
   94




---



##### 



provided
 Register
   95




---



##### 



Participant provided provided provided
  provided
  96




---



##### 



Survival
 Counterparts; Integration; Effectiveness
 Severability
 Right of Setoff
  97




---



##### 



Governing Law; Jurisdiction; Consent to Service of Process.
      98




---



##### 



WAIVER OF JURY TRIAL
 Headings
 Interest Rate Limitation
 Intentionally Omitted
 Additional Waivers
   99




---



##### 



100




---



##### 



Accommodation Payment Allocable Amount UFTA UFCA
 Designated Senior Indebtedness
 Existing Credit Agreement Amended and Restated
   101




---



##### 



Treatment of Certain Information; Confidentiality
    [Signature pages to follow]
  102




---



##### 



JO-ANN STORES, INC.,
as Lead Borrower and as a BorrowerBy:
    /s/ James KerrJames Kerr, Executive Vice Presidentand Chief Financial OfficerFCA OF OHIO, INC., as a BorrowerBy:
    /s/ James KerrJames Kerr, Vice PresidentHOUSE OF FABRICS, INC., as a BorrowerBy:
    /s/ James KerrJames Kerr, Vice PresidentJOANN.COM, INC., as a BorrowerBy:
    /s/ James KerrJames Kerr, Vice PresidentJO-ANN STORES SUPPLY CHAIN MANAGEMENT, INC., as a
BorrowerBy:
    /s/ James KerrJames Kerr, Vice President




---



##### 



BANK OF AMERICA, N.A.,
as Administrative Agent, as Collateral Agent, as
Swingline Lender, and as LenderBy:
    
    /s/ Richard D. Hill, Jr.

Name: Richard D. Hill, Jr.Title: Managing DirectorAddress:
100 Federal Street, 9th Floor
Boston, Massachusetts 02110
Attn: Richard D. Hill
Telephone: (617) 434-4080
Telecopy: (617) 434-4131
BANK OF AMERICA, N.A.,
as Issuing BankBy:
    
    /s/ Richard D. Hill, Jr.

Name: Richard D. Hill, Jr.Title: Managing DirectorAddress:
100 Federal Street, 9th Floor
Boston, Massachusetts 02110
Attn: Richard D. Hill
Telephone: (617) 434-4080
Telecopy: (617) 434-4131




---



##### 



WELLS FARGO RETAIL FINANCE, LLC, as 
Co-Documentation Agent and as a LenderBy:
    
    /s/ Matthew N. Williams

Name: Matthew N. WilliamsTitle: VPNATIONAL CITY BUSINESS CREDIT, INC., as
Co-Documentation Agent and as a LenderBy:
    
    /s/ Kathryn C. Ellero

Name: Kathryn C. ElleroTitle: Vice PresidentU.S. BANK NATIONAL ASSOCIATION, as 
Co-Documentation Agent and as a LenderBy:
    
    /s/ Matthew Kasper

Name: Matthew KasperTitle: Assistant Vice-PresidentGENERAL ELECTRIC CAPITAL CORPORATION, as a LenderBy:
    
    /s/ Rebecca A. Ford

Name: Rebecca A. FordTitle: Duly Authorized Signatory




---



##### 



WACHOVIA CAPITAL FINANCE CORPORATION (NEW
ENGLAND), as a LenderBy:
    
    /s/ John HussonName: John HussonTitle: Managing DirectorKEYBANK NATIONAL ASSOCIATION, as a LenderBy:
    
    /s/ Nadine M. EamesName: Nadine M. EamesTitle: Vice PresidentRZB FINANCE LLC, as a LenderBy:
    
    /s/ Christoph HoedlName: Christoph HoedlTitle: Group Vice PresidentBy:
    
    /s/ Shirley RitchName: Shirley RitchTitle: Assistant Vice President




---



##### 



SCHEDULE 1.1
 LENDERS AND REVOLVING COMMITMENTS
 RevolvingRevolving
    
    
    CommitmentLender
    
    Commitment
    
    
    PercentageBank of America, N.A.
    
    $
    70,000,000.00
    
    
    
    23.333
    %Wells Fargo Retail Finance, LLC
    
    $
    50,000,000.00
    
    
    
    16.667
    %National City Business Credit, Inc.
    
    $
    40,000,000.00
    
    
    
    13.333
    %U.S. Bank National Association
    
    $
    40,000,000.00
    
    
    
    13.333
    %General Electric Capital Corporation
    
    $
    30,000,000.00
    
    
    
    10.000
    %Wachovia Capital Finance Corporation (New
England)
    
    $
    30,000,000.00
    
    
    
    10.000
    %KeyBank National Association
    
    $
    20,000,000.00
    
    
    
    6.667
    %RZB Finance LLC
    
    $
    20,000,000.00
    
    
    
    6.667
    %TOTAL
    
    $
    300,000,000.00
    
    
    
    100.000
    %