##### 



Exhibit
10.2
 
 REWARDS NETWORK INC.
 AND
 EACH OF ITS DOMESTIC SUBSIDIARIES SIGNATORY HERETO
 
 LOAN AND SECURITY AGREEMENT
  
 RBS BUSINESS CAPITAL,
 a Division of RBS Asset Finance, Inc.,
Individually and as Agent for any Lender which is
or becomes a Party hereto




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TABLE OF CONTENTS
 PageSECTION 1. CREDIT FACILITY
    
    
    11.1 Loans
    
    
    11.2 Letters of Credit; LC Guaranties
    
    
    3SECTION 2. INTEREST, FEES AND CHARGES
    
    
    42.1 Interest
    
    
    42.2 Computation of Interest and Fees
    
    
    42.3 Fee Letter
    
    
    42.4 Letter of Credit and LC Guaranty Fees
    
    
    42.5 Unused Line Fee
    
    
    52.6 Intentionally Omitted
    
    
    52.7 Audit Fees
    
    
    52.8 Reimbursement of Expenses
    
    
    52.9 Bank Charges
    
    
    62.10 Collateral Protection Expenses; Appraisals
    
    
    62.11 Payment of Charges
    
    
    62.12 No Deductions
    
    
    6SECTION 3. LOAN ADMINISTRATION
    
    
    73.1 Manner of Borrowing Revolving Credit Loans/LIBOR Option
    
    
    73.2 Payments
    
    
    113.3 Mandatory Prepayments
    
    
    123.4 Application of Payments and Collections
    
    
    123.5 All Loans to Constitute One Obligation
    
    
    133.6 Loan Account
    
    
    133.7 Statements of Account
    
    
    133.8 Increased Costs
    
    
    133.9 Basis for Determining Interest Rate Inadequate
    
    
    143.10 Sharing of Payments, Etc
    
    
    153.11 Replacement of Lenders
    
    
    15SECTION 4. TERM AND TERMINATION
    
    
    164.1 Term of Agreement
    
    
    164.2 Termination
    
    
    16SECTION 5. SECURITY INTERESTS
    
    
    175.1 Security Interest in Collateral
    
    
    175.2 Other Collateral
    
    
    185.3 Lien Perfection; Further Assurances
    
    
    195.4 Lien on Realty
    
    
    19
  i




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TABLE OF CONTENTS
 PageSECTION 6. COLLATERAL ADMINISTRATION
    
    
    206.1 General
    
    
    206.2 Administration of Accounts
    
    
    216.3 Intentionally Omitted
    
    
    226.4 Administration of Equipment
    
    
    226.5 Payment of Charges
    
    
    23SECTION 7. REPRESENTATIONS AND WARRANTIES
    
    
    237.1 General Representations and Warranties
    
    
    237.2 Continuous Nature of Representations and Warranties
    
    
    317.3 Survival of Representations and Warranties
    
    
    31SECTION 8. COVENANTS AND CONTINUING AGREEMENTS
    
    
    318.1 Affirmative Covenants
    
    
    318.2 Negative Covenants
    
    
    358.3 Specific Financial Covenants
    
    
    39SECTION 9. CONDITIONS PRECEDENT
    
    
    399.1 Documentation
    
    
    399.2 No Default
    
    
    409.3 Other Conditions
    
    
    409.4 Availability
    
    
    409.5 No Litigation
    
    
    409.6 Material Adverse Effect
    
    
    409.7 Cash Deposit
    
    
    40SECTION 10. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT
    
    
    4010.1 Events of Default
    
    
    4010.2 Acceleration of the Obligations
    
    
    4310.3 Other Remedies
    
    
    4310.4 Setoff and Sharing of Payments
    
    
    4410.5 Remedies Cumulative; No Waiver
    
    
    45SECTION 11. AGENT
    
    
    4511.1 Authorization and Action
    
    
    4511.2 Agents Reliance, Etc
    
    
    4611.3 RBS and Affiliates
    
    
    4711.4 Lender Credit Decision
    
    
    4711.5 Indemnification
    
    
    4711.6 Rights and Remedies to Be Exercised by Agent Only
    
    
    4711.7 Agency Provisions Relating to Collateral
    
    
    4811.8 Agents Right to Purchase Commitments
    
    
    48
  ii




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TABLE OF CONTENTS
 Page11.9 Right of Sale, Assignment, Participations
    
    
    4911.10 Amendment
    
    
    5011.11 Resignation of Agent; Appointment of Successor
    
    
    5111.12 Audit and Examination Reports; Disclaimer by Lenders
    
    
    51SECTION 12. MISCELLANEOUS
    
    
    5212.1 Power of Attorney
    
    
    5212.2 Indemnity
    
    
    5312.3 Sale of Interest
    
    
    5312.4 Severability
    
    
    5312.5 Successors and Assigns
    
    
    5312.6 Cumulative Effect; Conflict of Terms
    
    
    5312.7 Execution in Counterparts
    
    
    5412.8 Notice
    
    
    5412.9 Consent
    
    
    5512.10 Credit Inquiries
    
    
    5512.11 Time of Essence
    
    
    5512.12 Entire Agreement
    
    
    5512.13 Interpretation
    
    
    5512.14 Confidentiality
    
    
    5512.15 GOVERNING LAW; CONSENT TO FORUM
    
    
    5512.16 WAIVERS BY BORROWERS
    
    
    5612.17 Advertisement
    
    
    5712.18 Reimbursement
    
    
    5712.19 Patriot Act Notice
    
    
    58
  iii




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Execution Copy
 LOAN AND SECURITY AGREEMENT
 THIS LOAN AND SECURITY AGREEMENT
 SECTION 1. CREDIT FACILITY
  Loans
 Revolving Credit Loans minus minus minus minus




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Overadvances
  2




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Use of Proceeds
 Agent Loans provided
 Letters of Credit; LC Guaranties provided multiplied by multiplied by
  3




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SECTION 2. INTEREST, FEES AND CHARGES
 Interest
 Rates of Interest plus plus
 Default Rate of Interest plus
 Maximum Interest
 Computation of Interest and Fees
 Fee Letter
  4




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Letter of Credit and LC Guaranty Fees plus
 Unused Line Fee plus
 Intentionally Omitted
 Audit Fees provided provided
 Reimbursement of Expenses
  5




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provided
 Bank Charges
 Collateral Protection Expenses; Appraisals provided provided
 Payment of Charges
  6




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No Deductions
 SECTION 3. LOAN ADMINISTRATION
 Manner of Borrowing Revolving Credit Loans/LIBOR Option
 Loan Requests; Revolving Credit Loans . provided however
 Disbursement
  7




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Payment by Lenders
 Authorization
 Letter of Credit and LC Guaranty Requests provided
 Method of Making Requests
  8




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LIBOR Rate Loan Request
 Continuation and Conversion Elections provided however
 Voluntary Prepayment of LIBOR Rate Loans
  9




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Inability to Make LIBOR Rate Loans
  10




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Payments
 Principal; Revolving Credit Loans provided however
 Interest Provisions
 Costs, Fees and Charges
 Other Obligations
 LIBOR Rate Loans
  11




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Mandatory Prepayments
 Proceeds of Sale, Loss, Destruction or Condemnation of Collateral
 Proceeds from Issuance of Additional Indebtedness or Equity
 Application of Payments and Collections
 Collections
 Apportionment, Application and Reversal of Payments first second
  12




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third fourth fifth sixth seventh
 All Loans to Constitute One Obligation
 Loan Account
 Statements of Account
 Increased Costs
    13




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Section 3.8
 Basis for Determining Interest Rate Inadequate
    14




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Sharing of Payments, Etc provided
 Replacement of Lenders provided
  15




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SECTION 4. TERM AND TERMINATION
 Term of Agreement
 Termination
 Termination by Lenders
 Termination by Borrowers provided however
  16




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Effect of Termination
 SECTION 5. SECURITY INTERESTS
 Security Interest in Collateral
            17




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provided
 Other Collateral
 Commercial Tort Claims
  18




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Other Collateral
 Lien Perfection; Further Assurances
 Lien on Realty
  19




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SECTION 6. COLLATERAL ADMINISTRATION
 General
 Location of Collateral Exhibit 6.1.1
 Insurance of Collateral
   20




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Protection of Collateral
 Administration of Accounts
 Records, Schedules and Assignments of Accounts
 Discounts, Allowances, Disputes
 Account Verification
  21




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Maintenance of Dominion Account
 Collection of Accounts, Proceeds of Collateral
 Taxes
 Intentionally Omitted
 Administration of Equipment
 Records and Schedules of Equipment
  22




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Dispositions of Equipment provided provided provided
 Payment of Charges
 SECTION 7. REPRESENTATIONS AND WARRANTIES
 General Representations and Warranties
 Qualification Exhibit 7.1.1
 Power and Authority
  23




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Legally Enforceable Agreement
 Capital Structure Exhibit 7.1.4 Exhibit 7.1.4
 Names; Organization Exhibit 7.1.5 Exhibit 7.1.5 Exhibit 7.1.5 Exhibit 7.1.5
  24




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Business Locations; Agent for Process Exhibit 6.1.1 Exhibit 6.1.1 Exhibit 6.1.1
 Title to Properties; Priority of Liens
 Accounts; Dining Credits and RCR Loans
   bona fide
    25




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##### 



bona fide
     26




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bona fide
    Equipment
 Financial Statements; Fiscal Year
  27




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Full Disclosure
 Solvent Financial Condition Section 12.18
 Surety Obligations Exhibit 7.1.13
 Taxes Exhibit 7.1.14
 Brokers Exhibit 7.1.15
 Patents, Trademarks, Copyrights and Licenses Exhibit 7.1.16 Exhibit 7.1.16
  28




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Exhibit 7.1.16 Exhibit 7.1.16
 Governmental Consents
 Compliance with Laws
 Restrictions Exhibit 7.1.19
 Litigation Exhibit 7.1.20
  29




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No Defaults
 Leases Exhibit 7.1.22
 Pension Plans Exhibit 7.1.23
 Trade Relations
 Labor Relations Exhibit 7.1.25
  30




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Related Businesses
 Continuous Nature of Representations and Warranties
 Survival of Representations and Warranties
  31




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SECTION 8. COVENANTS AND CONTINUING AGREEMENTS
 Affirmative Covenants
 Visits and Inspections; Lender Meeting
 Notices
 Financial Statements
    32




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Exhibit 8.1.3
 Borrowing Base Certificates
  33




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Landlord Agreements
 Guarantor Financial Statements
 Projections
 Subsidiaries
 Deposit and Brokerage Accounts
 Cash Management Services
  34




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Negative Covenants
 Mergers; Consolidations; Acquisitions; Structural Changes
   Loans provided
 Total Indebtedness
  Exhibit 8.2.3
      35




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Affiliate Transactions .
 Limitation on Liens
     Exhibit 8.2.5
  36




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provided
   Payments and Amendments of Certain Debt
      37




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Distributions
     Capital Expenditures
 Disposition of Assets
       38




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Securities of Subsidiaries
 Restricted Investment
 Subsidiaries and Joint Ventures
 Tax Consolidation
 Organizational Documents
 Fiscal Year End
 Negative Pledges
 Specific Financial Covenants
 SECTION 9. CONDITIONS PRECEDENT
  Documentation
  39




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No Default
 Other Conditions
 Availability
 No Litigation Schedule 7.1.20
 Material Adverse Effect
 Cash Deposit
 SECTION 10. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT
 Events of Default
 Payment of Obligations
 Misrepresentations
  40




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Breach of Specific Covenants
 Breach of Other Covenants
 Default Under Security Documents or Other Agreements
 Other Defaults
 Uninsured Losses
 Insolvency and Related Proceedings
  41




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Business Disruption; Condemnation
 Change of Ownership
 ERISA
 Challenge to Agreement
 Repudiation of or Default Under Guaranty Agreement
  42




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Criminal Forfeiture
 Judgments
 Acceleration of the Obligations provided
 Other Remedies
    43




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Setoff and Sharing of Payments
  44




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Remedies Cumulative; No Waiver
 SECTION 11. AGENT
 Authorization and Action provided
  45




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Agents Reliance, Etc
  46




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RBS and Affiliates
 Lender Credit Decision
 Indemnification provided
 Rights and Remedies to Be Exercised by Agent Only
  47




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Agency Provisions Relating to Collateral
 Agents Right to Purchase Commitments
  48




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Right of Sale, Assignment, Participations
 Sales, Assignments
 Participations provided provided
 Certain Agreements of Borrowers
  49




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Non U.S. Resident Transferees
 Amendment provided Borrowing Base Majority
Lenders
  50




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Resignation of Agent; Appointment of Successor
 Audit and Examination Reports; Disclaimer by Lenders
      51




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SECTION 12. MISCELLANEOUS
 Power of Attorney
    52




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Indemnity
 Sale of Interest
 Severability
 Successors and Assigns
 Cumulative Effect; Conflict of Terms
  53




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Execution in Counterparts
 Notice
 (A) If to Agent:
    
    RBS Business Capital,a division of RBS Asset Finance, Inc.71 South Wacker DriveSuite 2800Chicago, Illinois 60606Attention: Senior Portfolio ManagerFacsimile No.: (312) 777-4003With a copy to:
    
    Vedder, Price, Kaufman & Kammholz, P.C.222 North LaSalle StreetSuite 2600Chicago, Illinois 60601Attention: John T. McEnroeFacsimile No.: (312) 609-5005(B) If to Borrowers:
    
    Rewards Network Inc.Two North Riverside Plaza, Suite 950Chicago, Illinois 60606Attention: Christopher Locke, Chief Financial OfficerFacsimile No.: (312) 264-6295With a copy to:
    
    Reed Smith LLP10 South Wacker Drive, 40th FloorChicago, Illinois 60606-7507Attention: Benjamin L. BrimeyerFacsimile No.: (312) 207-6400
 provided however
  54




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Consent
 Credit Inquiries
 Time of Essence
 Entire Agreement
 Interpretation
 Confidentiality
  55




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GOVERNING LAW; CONSENT TO FORUM . THIS AGREEMENT HAS BEEN NEGOTIATED, EXECUTED
AND DELIVERED IN AND SHALL BE DEEMED TO HAVE BEEN MADE IN CHICAGO, ILLINOIS. THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS; PROVIDED , HOWEVER, THAT IF ANY OF THE COLLATERAL SHALL BE LOCATED IN ANY JURISDICTION OTHER
THAN ILLINOIS, THE LAWS OF SUCH JURISDICTION SHALL GOVERN THE METHOD, MANNER AND PROCEDURE FOR FORECLOSURE OF AGENTS LIEN UPON SUCH COLLATERAL AND THE ENFORCEMENT
OF AGENTS OTHER REMEDIES IN RESPECT OF SUCH COLLATERAL TO THE EXTENT THAT THE LAWS OF SUCH
JURISDICTION ARE DIFFERENT FROM OR INCONSISTENT WITH THE LAWS OF ILLINOIS. AS PART OF THE
CONSIDERATION FOR NEW VALUE RECEIVED, AND REGARDLESS OF ANY PRESENT OR FUTURE DOMICILE OR PRINCIPAL
PLACE OF BUSINESS OF ANY BORROWER, AGENT OR ANY LENDER, EACH BORROWER HEREBY CONSENTS AND AGREES
THAT THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS, OR, AT AGENTS OPTION, THE UNITED STATES DISTRICT
COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION, SHALL HAVE EXCLUSIVE JURISDICTION TO
HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWERS ON THE ONE HAND AND AGENT OR ANY LENDER
ON THE OTHER HAND PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS
AGREEMENT. EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY
ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH BORROWER HEREBY WAIVES ANY OBJECTION WHICH ANY
BORROWER MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE
RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF THE
SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF
SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO
BORROWERS AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED
COMPLETED UPON THE EARLIER OF BORROWERS ACTUAL RECEIPT THEREOF OR 3 DAYS AFTER DEPOSIT IN THE U.S.
MAILS, PROPER POSTAGE PREPAID. NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE
RIGHT OF AGENT OR ANY LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO
PRECLUDE THE ENFORCEMENT BY AGENT OR ANY LENDER OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR
THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR
JURISDICTION.
 WAIVERS BY BORROWERS . EACH BORROWER WAIVES (i) THE RIGHT TO TRIAL BY JURY
(WHICH AGENT AND EACH LENDER HEREBY ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF
ANY KIND ARISING OUT OF OR RELATED TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL;
(ii) PRESENTMENT, DEMAND AND PROTEST AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NON PAYMENT,
MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY OR ALL COMMERCIAL PAPER,
ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS , CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD
BY AGENT OR ANY LENDER ON WHICH BORROWERS MAY IN ANY WAY BE LIABLE AND HEREBY RATIFIES AND CONFIRMS
  56




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WHATEVER AGENT OR ANY LENDER MAY DO IN THIS REGARD; (iii) NOTICE PRIOR TO AGENTS TAKING POSSESSION OR
CONTROL OF THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO
ALLOWING AGENT TO EXERCISE ANY OF AGENTS REMEDIES; (iv) THE BENEFIT OF ALL VALUATION, APPRAISEMENT
AND EXEMPTION LAWS; (v) NOTICE OF ACCEPTANCE HEREOF; AND (vi) EXCEPT AS PROHIBITED BY LAW, ANY
RIGHT TO CLAIM OR RECOVER ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES
OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH BORROWER ACKNOWLEDGES THAT THE FOREGOING
WAIVERS ARE A MATERIAL INDUCEMENT TO AGENTS AND EACH LENDERS ENTERING INTO THIS AGREEMENT AND
THAT AGENT AND EACH LENDER IS RELYING UPON THE FOREGOING WAIVERS IN ITS FUTURE DEALINGS WITH
BORROWERS. EACH BORROWER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THE FOREGOING WAIVERS WITH
ITS LEGAL COUNSEL AND HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.
 Advertisement
 Reimbursement
  57




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Patriot Act Notice
 (Signature Page Follows)
  58




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(Signature Page to Loan and Security Agreement)
 IN WITNESS WHEREOF
 REWARDS NETWORK INC.By:
    
    /s/ Christopher J. LockeChristopher J. Locke
Senior Vice President and TreasurerREWARDS NETWORK ESTABLISHMENT SERVICES INC.By:
    
    /s/ Christopher J. LockeChristopher J. Locke
Senior Vice President and TreasurerREWARDS NETWORK INTERNATIONAL, INC.By:
    
    /s/ Christopher J. LockeChristopher J. Locke
Senior Vice President and TreasurerRTR FUNDING LLCBy:
    
    /s/ Christopher J. LockeChristopher J. Locke
Senior Vice President and Treasurer




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(Signature Page to Loan and Security Agreement)
 RESTAURANT CASH LLCBy:
    
    /s/ Christopher J. LockeChristopher J. Locke
Senior Vice President and TreasurerRESTAURANT CASH CALIFORNIA LLCBy:
    
    /s/ Christopher J. LockeChristopher J. Locke
Senior Vice President and TreasurerREWARDS NETWORK SERVICES INC.By:
    
    /s/ Christopher J. LockeChristopher J. Locke
Senior Vice President and Treasurer




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(Signature Page to Loan and Security Agreement)
 RBS BUSINESS CAPITAL, a division of RBS Asset Finance, Inc.,
as Agent and as a LenderBy:
    
    /s/ John S. GilJohn S. Gil
Vice PresidentRevolving Loan Commitment: $25,000,000




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APPENDIX A
  Account Certificated Security Chattel Paper Commercial Tort Claims Deposit
Account Document Electronic Chattel Paper Equipment Financial
Asset Fixture General Intangibles Goods Instruments Inventory Investment Property Letter-of-Credit Rights Payment
Intangibles Proceeds Security Security Entitlement Software Supporting Obligations Tangible Chattel Paper Uncertificated Security
 Account Debtor
 Affiliate
 Agent
 Agents Judgment
 Agent Loans
 Aggregate Percentage divided
 Agreement
  A-1




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ALTA Survey
 Applicable Margin
 Assignment and Acceptance Agreement
 Availability
 Average Life
 Bank
 Borrowing Base
   plus
 plus
   A-2




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Borrowing Base Certificate Exhibit 8.1.4 provided
 Borrower Representative
 Business Day
 Canadian Subsidiary(ies)
 Capital Expenditures
 Capitalized Lease Obligation
  A-3




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Change of Control
 provided
    Closing Date
 Collateral
 Collateral Borrowing Base
 Compliance Certificate
 Computer Hardware and Software
 Consolidated
  A-4




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Continuing Director
 Contract Right
 Convertible Debentures
 Default
 Default Rate
 Defaulted Lender
 Derivative Obligations
 Dining Contract(s)
 Dining Credit Account Debtor
 Dining Credits inter alia
 Distribution
  A-5




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Dominion Account
 Eligible Account
     provided
     A-6




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et seq.
         provided however
 Eligible Dining Credits
    A-7




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provided
          A-8




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Eligible RCR Loans
     provided
     A-9




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Environmental Laws
 Equity Interest
 ERISA
 Event of Default
 Fee Letter
 GAAP
 Gross Availability
 Guarantors
 Guaranty Agreements
 Inactive Subsidiary
 Indebtedness
  A-10




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Intellectual Property
 Interest Payment Date
 Interest Period
 Section 3.1 Section 3.1
  A-11




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provided however
      LC Amount
 LC Guaranty
 LC Obligations
 Letter of Credit
 LIBOR
 LIBOR Lending Rate
  A-12




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LIBOR Lending Rate
    
    =
    
    LIBOR(1.00  LIBOR Reserve Percentage)
 LIBOR Rate Loans
 LIBOR Option
 LIBOR Request
 LIBOR Reserve Percentage
 LIBOR Revolving Loan
 Lien
 Loan Account
 Loan Commitment
 Loan Documents
  A-13




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Loans
 London Banking Day
 Majority Lenders provided
 Material Adverse Effect
 Money Borrowed
 Multiemployer Plan
 New Mortgages
 Notes
  A-14




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Obligations
 Organizational I.D. Number
 Other Agreements
 Overadvance
 Patent Security Agreement
 Payment Item
 Permitted Liens
 Permitted Purchase Money Indebtedness
 Permitted Refinancing provided however
    A-15




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Person
 Plan
 Pledge Agreement
 Prime Rate
 Prime Rate Revolving Loan or Prime Rate Loans
 Product Obligations
 Projections
 Property
  A-16




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Public Filings
 Purchase Money Indebtedness
 Purchase Money Lien
 RBS
 RCR Account Debtor
 RCR Loans
 RCR Loan Documents
 Refinance Refinanced Refinancing
 Reportable Event
 Reserve Percentage
 Responsible Officer
  A-17




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Restricted Investment
    provided
       Revolving Credit Loan
 Revolving Credit Maximum Amount
 Revolving Loan Commitment
 Revolving Loan Percentage divided by
 Revolving Notes Exhibit 1.1
 SEC
 Security
  A-18




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Security Documents
 Solvent
 Stated Maturity
 Subordinated Debt
 Subsidiary
 Term
 Total Credit Facility
 Trademark Security Agreement
 Trigger Period
 Type of Organization
 UCC
 Unused Line Fee
 Voting Stock
  A-19




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Other Terms
 Certain Matters of Construction
  A-20




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EXHIBIT 8.3
  DEFINITIONS
 Consolidated Net Income (Loss)
 Current Assets
 Current Liabilities
 EBITDA plus plus plus
 Fixed Charge Coverage Ratio minus plus
 Fixed Charges plus
  Exhibit 8.3 - Page 1




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Interest Expense plus
 Quick Ratio
 COVENANTS
 1. Gross Availability
 2. Fixed Charge Coverage Ratio
 Period
    
    RatioThree Month Period Ended December 31, 2007
    
    1.10 to 1.0Six Month Period Ended March 31, 2008
    
    1.10 to 1.0Nine Month Period Ended June 30, 2008
    
    1.10 to 1.0Twelve Month Period Ended September 30, 2008 and the last day
of each December, March, June and September thereafter
    
    1.10 to 1.0
 3. Quick Ratio
 Date
    
    RatioDecember 31, 2007 and the last day of March, June, September
and December thereafter
    
    4.00 to 1.0
  Exhibit 8.3 - Page 2