Exhibit 10.1


	
  CHASE

  	
  Credit
  Agreement

  



 


This agreement
dated as of September 19, 2007 between JPMorgan Chase Bank, NA. (together with
its successors and assigns, the “Bank”) whose address is 1717 Main Street,
Dallas, TX 75201, and Heeling Sports Limited (whether one or more, and if more
than one, individually and collectively, the “Borrower’), whose address is 3200
Belmeade Drive, Suite 100, Carrollton, TX 75006.


1.                                      Credit
Facilities.


1.1                               Scope.  This
agreement governs Facility A, and, unless otherwise agreed to in writing by the
Bank and the Borrower or prohibited by applicable law, governs the Credit
Facilities as defined below. Advances under the Credit Facilities shall be
subject to the procedures established from time to time by the Bank. Any
procedures agreed to by the Bank with respect to obtaining advances including
automatic loan sweeps shall not vary the terms or conditions of this agreement
or the Related Documents regarding the Credit Facilities.


1.2                               Facility A (Line of Credit).  The
Bank has approved a credit facility to the Borrower in the principal sum not to
exceed $2,000,000.00 in the aggregate at any one time outstanding (“Facility A”).
Credit under Facility A shall be repayable as set forth in a Line of Credit
Note executed concurrently with this agreement, and any renewals,
modifications, extensions, rearrangements, restatements thereof and
replacements or substitutions therefor.


1.3                               Letter of Credit Sub-Limit.  At
any time the Borrower is entitled to an advance under Facility A, the Bank
agrees to issue letters of credit (all letters of credit issued for the account
of the Borrower which are outstanding on the date of the Line of Credit Note
and any letter of credit issued under this agreement, together with any and all
amendments, modifications, renewals, extensions, increases, restatements and
rearrangements of and substitutions and replacements for, any of the foregoing,
a “Letter of Credit” or “Letters of Credit”) for the account of the Borrower in
an amount not in excess of the maximum advance that the Borrower would then be
entitled to obtain under Facility A, provided that (a) the aggregate maximum
amount which is drawn and remains unreimbursed under all Letters of Credit plus
the aggregate maximum available amount which may be drawn under all Letters of
Credit which are outstanding at any time (the “L/C Obligations”), shall not
exceed $100,000.00, (b) the issuance of any Letter of Credit with an expiration
date beyond the maturity date of the Line of Credit Note shall be entirely at
the discretion of the Bank, (c) any Letter of Credit shall be a standby or
commercial letter of credit and the form of the requested Letter of Credit
shall be satisfactory to the Bank, in the Bank’s sole discretion, and (d) the
Borrower shall have executed an application and reimbursement agreement for any
Letter of Credit in the Bank’s standard form. While any Letter of Credit is
outstanding, the maximum amount of advances that may be outstanding under the
Line of Credit Note shall be automatically reduced by the L/C Obligations. The
Borrower shall pay the Bank a fee for each standby letter of credit that is
issued, calculated at the rate of 2.00% per annum of the original maximum
amount available of such standby Letter of Credit, with the fee being
calculated on the basis of a 360-day year and the actual number of days in the
period during which the standby Letter of Credit will be outstanding. The
Borrower shall pay the Bank a fee for each commercial letter of credit that is
issued, equal to 2.00% of the original maximum available amount of such
commercial Letter of Credit. No credit shall be given for fees paid due to
early termination of any Letter of Credit. The Borrower shall also pay the Bank’s
standard transaction fees with respect to any transactions occurring on an
account of any Letter of Credit. Each fee shall be payable when the related
letter of credit is issued, and transaction fees shall be payable upon
completion of the transaction as to which they are charged. All fees may be
debited by the Bank to any deposit account of the Borrower carried with the
Bank without further authority and, in any event, shall be paid by the Borrower
within ten (10) days following billing. The Bank is authorized, but not
obligated to make an advance under the Line of Credit Note without notice to
the Borrower, to make payment on a drawing under any Letter of Credit. The
aggregate principal amount of advances outstanding at any one time under the
Facility A plus the aggregate amount of L/C 












Obligations outstanding at any time (the “Aggregate
Outstanding Amount”) shall not exceed the maximum amount of Facility A. If the
Aggregate Outstanding Amount still exceeds the maximum amount of Facility A
after the Line of Credit Note balance is reduced to zero (that is, L/C
Obligations exceed the maximum amount of Facility A), the Borrower shall
provide cash collateral to the Bank for the L/C Obligations in an amount
sufficient to eliminate the excess.


2.                                      Definitions.  As used in this agreement, the following
terms have the following respective meanings:


2.1                               “Credit Facilities” means all extensions of
credit from the Bank to the Borrower, whether now existing or hereafter
arising, including but not limited to those described in Section 1 if any, and
those extended contemporaneously with this agreement.


2.2                               “Liabilities” means all debts, obligations,
indebtedness and liabilities of every kind and character of the Borrower
whether individual, joint and several, contingent or otherwise, now or
hereafter existing in favor of the Bank, including, without limitation, all
liabilities, interest, costs and fees, arising under or from any note, open
account, overdraft, credit card, lease, Rate Management Transaction, letter of
credit application, endorsement, surety agreement, guaranty, acceptance,
foreign exchange contract or depository service contract, whether payable to
the Bank or to a third party and subsequently acquired by the Bank, any
monetary obligations (including interest) incurred or accrued during the pendency
of any bankruptcy, insolvency, receivership or other similar proceedings,
regardless of whether allowed or allowable in such proceeding, and all
renewals, extensions, modifications, consolidations, rearrangements,
restatements, replacements or substitutions of any of the foregoing. The term “Rate
Management Transaction” in this agreement means any transaction (including an
agreement with respect thereto) that 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, derivative transaction 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.


2.3                               “Notes” means all promissory notes,
instruments and/or contracts evidencing the terms and conditions of any of the
Credit Facilities.


2.4                               “Account” means a trade account, account
receivable, other receivable, or other right to payment for goods sold or
leased or services rendered owing to the Borrower (or to a third party grantor
acceptable to the Bank).


2.5                               “Account Debtor” means the person or entity
obligated upon an Account.


2.6                               “Affiliate” means any person, corporation or
other entity directly or indirectly controlling, controlled by or under common
control with the Borrower and any director or officer of the Borrower or any
Subsidiary of the Borrower.


2.7                               “Intangible Assets” means the aggregate
amount of: (1) all assets classified as intangible assets under generally
accepted accounting principles, including, without limitation, goodwill,
trademarks, patents, copyrights, organization expenses, franchises, licenses,
trade names, brand names, mailing lists, catalogs, excess of cost over book
value of assets acquired, and bond discount and underwriting expenses; and (2)
loans or advances to, investments in, or receivables from (i) Affiliates,
officers, directors, employees or shareholders of the Borrower or (ii) any
person or entity if such loan, advance, investment or receivable is outside the
Borrower’s normal course of business.


2.8                               “Subsidiary” means, as to a particular
person, any entity of which fifty (50%)  or
more of the indicia of equity rights is at the time of determination directly
or indirectly owned by the person or by one or more persons controlled by,
controlling or under common control with the person.



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2.9                               “Tangible Net Worth” means total assets less
the sum of Intangible Assets and total liabilities.


2.10                        “Related Documents” means the Notes, Letters
of Credit, all loan agreements, credit agreements, reimbursement agreements,
security agreements, mortgages, deeds of trust, pledge agreements, assignments,
guaranties, and any other instrument or document executed in connection with
this agreement or in connection with any of the Liabilities.


3.                                      Conditions
Precedent to Extensions of Credit.


3.1                               Conditions Precedent to
Initial Extension of Credit under each of the Credit Facilities. 
Before the first extension of credit governed by this agreement, whether
by disbursement of a loan, issuance of a letter of credit, or otherwise, the
Borrower shall deliver to the Bank, in form and substance satisfactory to the
Bank:


A.            Loan
Documents.  The Notes, and as applicable, the letter of
credit applications, reimbursement agreements, the security agreements, the
pledge agreements, financing statements, mortgages or deeds of trust, the
guaranties, the subordination agreements, and any other documents which the
Bank may reasonably require to give effect to the transactions described in
this agreement or the other Related Documents;


B.            Evidence
of Due Organization and Good Standing.  Evidence, satisfactory to the Bank, of the
due organization, valid existence and good standing of the Borrower and every
other business entity that is a party to this agreement or any other Related
Document; and


C.            Evidence
of Authority to Enter into Loan Documents. 
Evidence that
(i) each party to this agreement and any other document required by this
agreement is authorized to enter into the transactions described in this
agreement and the other Related Documents, and (ii) the person signing on
behalf of each party is authorized to do so.


3.2                               Conditions Precedent to Each
Extension of Credit.  Before any extension of credit governed by
this agreement, whether by disbursement of a loan, issuance of a letter of
credit or otherwise, the following conditions must be satisfied:


A.            Representations.  The representations of the Borrower are true on and as of the date of
the request for and funding of the extension of credit with the same effect as
though such representations and warranties had been made on such date, except
to the extent that such representations and warranties relate to an earlier
date;


B.            No
Event of Default.  No default has occurred in any provision of
this agreement, the Notes or any other Related Documents and is continuing or
would result from the extension of credit, and no event has occurred which
would constitute the occurrence of any default but for the lapse of time until
the end of any grace or cure period;


C.            Additional
Approvals, Opinions,  and Documents.  The
Bank has received any other approvals, opinions and documents as it may
reasonably request; and


D.            No
Prohibition or Onerous Conditions.  The making of the extension of
credit is not prohibited by or subjects the Bank to any penalty or onerous
condition under any law, ordinance, decree, requirement, order, judgment, rule,
regulation (or interpretation of any of the foregoing), foreign governmental
authority, the United States of America, any state thereof and any political
subdivision of any of the foregoing and any agency, department, commission,
board, bureau, court or other tribunal having jurisdiction over the Bank or the
Borrower, or any Subsidiary of the Borrower or their respective properties.



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4.                                      Affirmative
Covenants.   The  Borrower
agrees to do, and cause each of its Subsidiaries to do, each of the following:


4.1                               Insurance.  Maintain insurance with financially sound and reputable insurers, with
such insurance and insurers to be acceptable to the Bank, covering its
properties and business against those casualties and contingencies and in the
types and amounts as are in accordance with sound business and industry practices,
and furnish to the Bank, upon request of the Bank, reports on each existing
insurance policy showing such information as the Bank may reasonably request.


4.2                               Existence. 
Maintain its existence and business operations as presently in effect in
accordance with all applicable laws and regulations, pay its debts and
obligations when due under normal terms, and pay on or before their due date,
all taxes, assessments, fees and other governmental monetary obligations,
except as they may be contested in good faith if they have been properly
reflected on its books and, at the Bank’s request, adequate funds or security
has been pledged to insure payment.


4.3                                 Financial
Records.  Maintain proper
books and records of account, in accordance with generally accepted accounting
principles, and consistent with financial statements previously submitted to
the Bank.


4.4                               Inspection. 
Permit the Bank, its assigns or agents, at such times and at such
intervals as the Bank may reasonably require: (1) to inspect, examine, audit
and copy the Borrower’s business records, and to discuss the Borrower’s
business, operations, and financial condition with the Borrower’s officers and
accountants; (2) to inspect the Borrower’s business operations and sites during
normal business hours; and (3) at the Borrower’s expense, to confirm with
Account Debtors during normal business hours the accuracy of Accounts.


4.5                               Financial  Reports.  Furnish to the Bank whatever
information, books and records the Bank may from time to time reasonably
request, including at a minimum:


A.            Provide the Bank, at the following times: (A)
within sixty (60) days after each quarterly period in which there was an
outstanding advance of principal or an outstanding letter of credit under
Facility A on the last day of such fiscal quarterly period, and (B) if no
statement has been provided or is otherwise due as of the end of the
immediately preceding fiscal quarterly period, with any request of an advance
under the Credit Facilities or for the issuance of a letter of credit, the
consolidated, if applicable, balance sheet as of the end of that period and
statements of income, from the beginning of that fiscal year to the end of that
period, certified as correct by one of its authorized agents.


B.            Provide the Bank, at the following times: (A)
within ninety (90) days after each fiscal year end period in which there was an
outstanding advance of principal or an outstanding letter of credit under
Facility A on the last day of such fiscal year end period, and (B) if no
statement has been provided or is otherwise due as of the end of the
immediately preceding fiscal year end period, with any request of an advance
under the Credit Facilities or for the issuance of a letter of credit, the
consolidated, if applicable, balance sheet as of the end of that period and
statements of income, from the beginning of that fiscal year to the end of that
period, certified as correct by one of its authorized agents.


4.6                               Notices of Claims,
Litigation, Defaults, etc.  Promptly inform the Bank in writing of (1)
all existing and all threatened litigation, claims, investigations,
administrative proceedings and similar actions affecting the Borrower which
could materially affect its business, assets, affairs, prospects or financial
condition of the Borrower or its Subsidiaries; (2) the occurrence of any event
which gives rise to the Bank’s option to terminate the Credit Facilities; (3)
the institution of steps by the Borrower to withdraw from, or the institution
of any steps to terminate, any employee benefit plan as to which the Borrower
may have liability; (4) any reportable event or any prohibited transaction in
connection with any employee benefit plan; (5)  any additions to or changes in the
locations of the Borrower’s or any of the Borrower’s or Subsidiary’s
businesses; and (6) any alleged breach of



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any provision of this agreement or of any other
agreement related to the Credit Facilities by the Bank.


4.7                               Other Agreements.  Comply with all terms and conditions of all other agreements, whether
now or hereafter existing, between the Borrower and any other party.


4.8                               Title to Assets  and
Property.  Maintain good and
marketable title to all of the Borrower’s assets and properties, and defend
such assets and properties against all claims and demands of all persons at any
time claiming any interest in them.


4.9                               Additional Assurances. 
Promptly make, execute and deliver any and all agreements, documents,
instruments and other records that the Bank may reasonably request to evidence
any of the Credit Facilities, cure any defect in the execution and delivery of
any of the Related Documents, perfect any lien, comply with legal requirements
applicable to the Bank or the Credit Facilities or more fully to describe
particular aspects of the agreements set forth or intended to be set forth in
any of the Related Documents.


4.10                        Employee Benefit Plans.  Maintain each employee benefit plan as to which the Borrower may have
any liability, in compliance with all applicable requirements of law and
regulations.


4.11                        Banking Relationship.  Establish and maintain its primary banking depository and disbursement
relationship with the Bank.


4.12                        Compliance
Certificates.  Provide the Bank a compliance certificate, at
the following times: (A) within forty-five (45)  days after and as of the end of each
fiscal quarter in which there was an outstanding advance of principal or an
outstanding letter of credit under Facility A on the last day of such fiscal
quarter, and (B) if no certificate has been provided or is otherwise due as of
the end of the immediately preceding fiscal quarter, with any request of an
advance under the Credit Facilities or for the issuance of a letter of credit.
within forty-five (45) days after the end of each fiscal quarter, executed by
the Borrower’s chief financial officer, or other officer or a person acceptable
to the Bank, certifying that, as of the date of the certificate, no default
exists under any provision of this agreement.


5.                                      Negative
Covenants.


5.1                               Unless otherwise noted, the financial
requirements set forth in this section will be computed in accordance with
generally accepted accounting principles applied on a basis consistent with
financial statements previously submitted by the Borrower to the Bank.


5.2                               Without the written consent of the Bank, the
Borrower will not:


A.            Debt.  Incur, contract for, assume, or permit to remain outstanding,
indebtedness for borrowed money, installment obligations, or obligations under
capital leases or operating leases, other than (1) unsecured trade debt
incurred in the ordinary course of business, (2) indebtedness owing to the
Bank, (3) indebtedness reflected in the latest financial statement of the
Borrower furnished to the Bank prior to execution of this agreement and that is
not to be paid with proceeds of borrowings under the Credit Facilities, and (4)
indebtedness outstanding as of the date hereof that has been disclosed to the
Bank in writing and that is not to be paid with proceeds of borrowings under
the Credit Facilities.


B.            Guaranties. 
Guarantee or otherwise become or remain secondarily liable on the
undertaking of another, except for endorsement of drafts for deposit and
collection in the ordinary course of business.


C.            Liens.  Create or permit to exist any lien on any of its property, real or
personal, except: existing liens known to the Bank; liens to the Bank; liens
incurred in the ordinary course of



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business securing current non-delinquent liabilities
for taxes, worker’s compensation, unemployment insurance, social security and
pension liabilities.


D.            Use
of Proceeds.  Use, or permit any proceeds of the Credit
Facilities to be used, directly or indirectly, for: (1) any personal, family or
household purpose; or (2) the purpose of “purchasing or carrying any margin
stock” within the meaning of Federal Reserve Board Regulation U. At the Bank’s
request, the Borrower will furnish a completed Federal Reserve Board Form U-1.


E.             Continuity
of Operations.  (1) Engage in any business activities
substantially different from those in which the Borrower is presently engaged; (2)
cease operations, liquidate, merge, transfer, acquire or consolidate with any
other entity, change its name, dissolve, or sell any assets out of the ordinary
course of business; (3) enter into any arrangement with any person providing
for the leasing by the Borrower or any Subsidiary of real or personal property
which has been sold or transferred by the Borrower or Subsidiary to such
person; or (4) change its business organization, the jurisdiction under which
its business organization is formed or organized, or its chief executive
office, or any places of its businesses.


F.             Limitation
on Negative  Pledge Clauses. 
Enter into any agreement with any person other than the Bank
which prohibits or limits the ability of the Borrower or any of its
subsidiaries to create or permit to exist any lien on any of its property,
assets or revenues, whether now owned or hereafter acquired.


G.            Conflicting
Agreements.  Enter into any agreement containing any
provision which would be violated or breached by the performance of the
Borrower’s obligations under this agreement or any of the other Related
Documents.


H.            Partnership
Agreement.  Alter, amend or modify its partnership
agreement.


I.              Tangible
Net Worth.  Permit at any time, its Tangible Net Worth to
be less than $75,000,000.00.


J.             Interest
Coverage. Permit at
any time, its ratio of net income, before interest expense and taxes, for the
twelve month period then ending, to interest expense for the same such period,
to be less than 2.50 to 1.00.


K.            Government
Regulation.  (1) Be or become subject at any time to any
law, regulation, or list of any government agency (including, without
limitation, the U.S. Office of Foreign Asset Control list) that prohibits or
limits Bank from making any advance or extension of credit to Borrower or from
otherwise conducting business with Borrower, or (2) fail to provide documentary
and other evidence of Borrower’s identity as may be requested by Bank at any
time to enable Bank to verify Borrower’s identity or to comply with any
applicable law or regulation, including, without limitation, Section 326 of the
USA Patriot Act of 2001, 31 U.S.C. Section 5318.


L.            Subsidiaries.  Form, create or acquire any Subsidiary without prior consent of the
Bank.


6.                                      Representations.


6.1                               Representations and Warranties
by the Borrower.  To induce the Bank to enter into this
agreement and to extend credit or other financial accommodations under the
Credit Facilities, the Borrower represents and warrants as of the date of this
agreement and as of the date of each request for credit under the Credit
Facilities that each of the following statements is and shall remain true and
correct throughout the term of this agreement and until all Credit Facilities
and all amounts owing under the Notes and other Related Documents are paid in
full. The Borrower represents and warrants to the Bank that: (a) its principal
residence or chief executive office is at the address shown above, (b) its name
as it appears in this agreement is its exact name as it appears in its
organizational documents, as amended, including any trust documents, (c) the



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execution and delivery of this agreement and the
Notes, and the performance of the obligations they impose, do not violate any
law, conflict with any agreement by which it is bound, or require the consent
or approval of any governmental authority or other third party, (d) this
agreement and the Notes are valid and binding agreements, enforceable according
to their terms, (e) all balance sheets, profit and loss statements, and other
financial statements and other information furnished to the Bank in connection
with the Liabilities are accurate and fairly reflect the financial condition of
the organizations and persons to which they apply on their effective dates,
including contingent liabilities of every type, which financial condition has
not changed materially and adversely since those dates, (f) no litigation,
claim, investigation, administrative proceeding or similar action (including
those for unpaid taxes) against the Borrower is pending or threatened, and no
other event has occurred which may in any one case or in the aggregate
materially adversely affect the Borrower’s financial condition and properties,
other than litigation, claims, or other events, if any, that have been
disclosed to and acknowledged by the Bank in writing, (g) all of the Borrower’s
tax returns and reports that are or were required to be filed, have been filed,
and all taxes, assessments and other governmental charges have been paid in
full, except those presently being contested by the Borrower in good faith and
for which adequate reserves have been provided, (h) the Borrower is not an “investment
company” or a company “controlled” by an “investment company”, within the
meaning of the Investment Company Act of 1940, as amended, (i) the Borrower is
not a “holding company”, or a “subsidiary company” of a “holding company” or an
“affiliate” of a “holding company” or of a “subsidiary company” of a “holding
company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, (j) there are no defenses or
counterclaims, offsets or adverse claims, demands or actions of any kind,
personal or otherwise, that the Borrower could assert with respect to this
agreement or the Credit Facilities, (k) the Borrower owns, or is licensed to
use, all trademarks, trade names, copyrights, technology, know-how and
processes necessary for the conduct of its business as currently conducted, and
(1) the execution and delivery of this agreement and the Notes and the
performance of the obligations they impose, if the Borrower is other than a
natural person (i) are within its powers, (ii) have been duly authorized by all
necessary action of its governing body, and (iii) do not contravene the terms
of its articles of incorporation or organization, its by-laws, or any
partnership, operating or other agreement governing its affairs.


6.2                               Continuing
Representations.  Each request for an advance or conversion or
continuation of an advance under any of the Credit Facilities shall constitute
a representation and warranty by the Borrower that all of the representations
and warranties set forth in this agreement shall be true and correct on and as
of such date with the same effect as though such representations and warranties
had been made on such date, except to the extent that such representations and
warranties are stated to expressly relate solely to an earlier date.


7.                                      Default/Remedies.


7.1                               Events of
Default/Acceleration.  If  any
of the following events occurs the Notes shall become due immediately, without
notice, at the Bank’s option, and the Borrower hereby waives notice of intent
to accelerate maturity of the Notes and notice of acceleration of the Notes
upon any of the following events:


A.            The Borrower, or any guarantor of any of the
Liabilities (the “Guarantor”), fails to pay when due any amount payable under
the Notes, under any of the Liabilities, or under any agreement or instrument
evidencing debt to any creditor.


B.            The Borrower or any Guarantor (a) fails to
observe or perform or otherwise violates any other term, covenant, condition or
agreement of any of the Notes or other Related Documents; (b) makes any
materially incorrect or misleading representation, warranty, or certificate to
the Bank; (c) makes any materially incorrect or misleading representation in
any financial statement or other information delivered to the Bank; or (d)
defaults under the terms of any agreement or instrument relating to any debt
for borrowed money (other than the debt evidenced by the Notes) and the effect
of such default will allow the creditor to declare the debt due before its
maturity.



 7















C.            In the event (a) there is a default under the
terms of any Related Document, (b) any guaranty of the loan evidenced by the
Notes is terminated or becomes unenforceable in whole or in part, (c) any
Guarantor fails to promptly perform under its guaranty, or (d) the Borrower
fails to comply with, or pay, or perform under any agreement, now or hereafter
in effect, between the Borrower and JPMorgan Chase & Co., or any of its
subsidiaries or affiliates or their successors.


D.            There is any loss, theft, damage, or
destruction of any collateral securing the Credit Facilities not covered by
insurance.


E.             A “reportable event” (as defined in the
Employee Retirement Income Security Act of 1974 as amended) occurs that would
permit the Pension Benefit Guaranty Corporation to terminate any employee
benefit plan of the Borrower, any Guarantor or any affiliate of the Borrower or
any Guarantor.


F.             The Borrower or any Guarantor becomes
insolvent or unable to pay its debts as they become due.


G.            The Borrower or any Guarantor (a) makes an
assignment for the benefit of creditors; (b) consents to the appointment of a
custodian, receiver, or trustee for itself or for a substantial part of its
assets; or (c) commences any proceeding under any bankruptcy, reorganization,
liquidation, insolvency or similar laws of any jurisdiction.


H.            A custodian, receiver, or trustee is
appointed for the Borrower or any Guarantor or for a substantial part of its
assets.


I.              Proceedings are commenced against the
Borrower or any Guarantor under any bankruptcy, reorganization, liquidation, or
similar laws of any jurisdiction, and they remain undismissed for thirty (30)
days after commencement; or the Borrower or the Guarantor consents to the
commencement of those proceedings.


J.             One or more judgments, decrees, or orders for
the payment of money in excess of One Hundred Thousand and 00/100 Dollars
($100,000.00) in the aggregate shall be rendered against the Borrower or any
Guarantor and such judgments, decrees, or orders shall continue unsatisfied and
in effect for a period of thirty (30) consecutive days without being vacated,
discharged, satisfied, or stayed or bonded pending appeal, or any attachment,
levy, or garnishment is issued against any property of the Borrower or any
Guarantor.


K.            The Borrower or any Guarantor dies, or a
guardian or conservator is appointed for the Borrower or any Guarantor or all
or any portion of the Borrower’s assets, any Guarantor’s assets, or the
Collateral.


L.            The Borrower or any Guarantor, without the
Bank’s written consent (a) is dissolved, (b) merges or consolidates with any
third party, (c) leases, sells or otherwise conveys a material part of its
assets or business outside the ordinary course of its business, (d) leases,
purchases, or otherwise acquires a material part of the assets of any other
business entity, except in the ordinary course of its business, or (e) agrees
to do any of the foregoing (notwithstanding the foregoing, any Subsidiary may
merge or consolidate with any other subsidiary, or with the Borrower, so long
as the Borrower is the survivor).


M.           Any material adverse change occurs in the
business, assets, affairs, prospects or financial condition of the Borrower or
any Guarantor or any Subsidiary of the Borrower.


7.2                               Cure Periods.  Except as expressly provided to the contrary in this agreement or any
of the other Related Documents, the Bank shall not exercise its option to
accelerate the maturity of the Notes upon the occurrence of a default unless
the default has not been fully cured (i) within five (5)  days after its occurrence, if the
condition, event or occurrence giving rise to the default can be cured solely
by the payment of money or (ii) within thirty (30) days after its occurrence,
if the condition,



 8
 









event or occurrence giving rise to the default is of
a nature that it cannot be cured solely by the payment of money.


Provided, however, that
the Borrower shall have no cure rights if the condition, event or occurrence
giving rise to the default: (a) is described in any of clauses C(b), (F), (G),
(H), (I), (K) or (L) of the section captioned Events of Default/Acceleration
section above; or (b) constitutes a breach of any covenant in any of the
Related Documents prohibiting the sale or transfer of (i) any property of any
loan party or (ii) any of the Collateral; or (c) during the twelve (12) month
period immediately preceding the occurrence of the default either (A) the same
default has occurred or (B) three (3) or more other defaults of any nature have
occurred. Notwithstanding the existence of any cure period, the Bank shall have
no obligation to extend credit governed by this agreement, whether by advance,
disbursement of a loan, issuance of a Letter of Credit or otherwise after the
occurrence of any default or event which with the giving of notice or the passage
of time or both could become a default or during any cure period. The inclusion
of any cure period in this agreement shall have no bearing on the due dates for
payments under any of the Related Documents, whether for purposes of
calculating late payment charges or otherwise.


7.3                               Remedies.  At
any time after the occurrence of a default, the Bank may do one or more of the
following: (a) cease permitting the Borrower to incur any Liabilities; (b)
terminate any commitment of the Bank evidenced by any of the Notes; (c) declare
any of the Notes to be immediately due and payable, without notice of
acceleration, intention to accelerate, presentment and demand or protest or
notice of any kind, all of which are hereby expressly waived; (d) exercise all
rights of setoff that the Bank may have contractually, by law, in equity or
otherwise; and (e) exercise any and all other rights pursuant to any of the
Related Documents, at law, in equity or otherwise.


A.            Generally.  The
rights of the Bank under this agreement and the other Related Documents are in
addition to other rights (including without limitation, other rights of setoff)
the Bank may have contractually, by law, in equity or otherwise, all of which
are cumulative and hereby retained by the Bank. Each obligor agrees to stand
still with regard to the Bank’s enforcement of its rights, including taking no
action to delay, impede or otherwise interfere with the Bank’s rights to
realize on any collateral.


B.            Expenses.  To
the extent not prohibited by applicable law and whether or not the transactions
contemplated by this agreement are consummated, the Borrower is liable to the
Bank and agrees to pay on demand all reasonable costs and expenses of every
kind incurred (or charged by internal allocation) in connection with the
negotiation, preparation, execution, filing, recording, modification,
supplementing and waiver of the Related Documents, the making, servicing and
collection of the Facilities and the realization on any collateral and any
other amounts owed under the Related Documents, including without limitation
reasonable attorneys’ fees (including counsel for the Bank that are employees
of the Bank or its affiliates) and court costs. These costs and expenses
include without limitation any costs or expenses incurred by the Bank in any
bankruptcy, reorganization, insolvency or other similar proceeding involving
any loan party or property of any loan party. The obligations of the Borrower
under this section shall survive the termination of this agreement.


C.            Bank’s
Right of Setoff.  In addition to the Collateral, if any, the
Borrower grants to the Bank a security interest in the Deposits, and the Bank
is authorized to setoff and apply, all Deposits, Securities and Other Property,
and Bank Debt against any and all Liabilities of the Borrower. This right of
setoff may be exercised at any time and from time to time, and without prior
notice to the Borrower. This security interest in the Deposits and right of
setoff may be enforced or exercised by the Bank regardless of whether or not
the Bank has made any demand under this paragraph or whether the Liabilities
are contingent, matured, or unmatured. Any delay, neglect or conduct by the
Bank in exercising its rights under this paragraph will not be a waiver of the
right to exercise this right of setoff or enforce this security interest in the
Deposits. The rights of the Bank under this paragraph are in addition to other
rights the Bank may have in the Related 



 9
 









Documents or by law. In this paragraph: (a) the term
“Deposits” means any and all accounts and deposits of the Borrower (whether
general, special, time, demand, provisional or final) at any time held by the
Bank (including all Deposits held jointly with another, but excluding any IRA
or Keogh Deposits, or any trust Deposits in which a security interest would be
prohibited by law); (b) the term “Securities and Other Property” means any and
all securities and other personal property of the Borrower in the custody,
possession or control of the Bank, JPMorgan Chase & Co. and their
respective subsidiaries and affiliates (other than property held by the Bank in
a fiduciary capacity); and (c) the term “Bank Debt” means all indebtedness at
any time owing by the Bank, to or for the credit or account of the Borrower and
any claim of the Borrower (whether individual, joint and several or otherwise)
against the Bank now or hereafter existing.


8.                                      Miscellaneous.


8.1                               Notice.  Any
notices and demands under or related to this document shall be in writing and
delivered to the intended party at its address stated herein, and if to the
Bank, at its main office if no other address of the Bank is specified herein,
by one of the following means: (a) by hand, (b) by a nationally recognized
overnight courier service, or (c) by certified mail, postage prepaid, with
return receipt requested. Notice shall be deemed given: (a) upon receipt if
delivered by hand, (b) on the Delivery Day after the day of deposit with a
nationally recognized courier service, or (c) on the third Delivery Day after
the notice is deposited in the mail. “Delivery Day” means a day other than a
Saturday, a Sunday or any other day on which national banking associations are
authorized to be closed. Any party may change its address for purposes of the
receipt of notices and demands by giving notice of such change in the manner
provided in this provision.


8.2                               No Waiver.  No delay on the part of the Bank in the exercise of any right or remedy
waives that right or remedy. No single or partial exercise by the Bank of any
right or remedy precludes any other future exercise of it or the exercise of
any other right or remedy. No waiver or indulgence by the Bank of any default
is effective unless it is in writing and signed by the Bank, nor shall a waiver
on one occasion bar or waive that right on any future occasion.


8.3                               Integration. This agreement, the Notes, and the other
Related Documents to the Credit Facilities embody the entire agreement and
understanding between the Borrower and the Bank and supersede all prior
agreements and understandings relating to their subject matter. If any one or
more of the obligations of the Borrower under this agreement or the Notes is
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining obligations of the Borrower shall not in
any way be affected or impaired, and the invalidity, illegality or
unenforceability in one jurisdiction shall not affect the validity, legality or
enforceability of the obligations of the Borrower under this agreement, the
Notes and the other Related Documents in any other jurisdiction.


8.4                               Governing Law and Venue. This agreement shall be governed by and
construed in accordance with the laws of the State of Texas (without giving
effect to its laws of conflicts). The Borrower agrees that any legal action or
proceeding with respect to any of its obligations under this agreement may be
brought by the Bank in any state or federal court located in the State of
Texas, as the Bank in its sole discretion may elect. By the execution and delivery
of this agreement, the Borrower submits to and accepts, for itself and in
respect of its property, generally and unconditionally, the non-exclusive
jurisdiction of those courts. The Borrower waives any claim that the State of
Texas is not a convenient forum or the proper venue for any such suit, action
or proceeding.


8.5                               Captions. Section headings are for convenience of
reference only and do not affect the interpretation of this agreement.


8.6                               Survival of Representations
and Warranties. The Borrower
understands and agrees that in extending the Credit Facilities, the Bank is
relying on all representations, warranties, and covenants made by the Borrower
in this agreement or in any certificate or other instrument delivered by the
Borrower to the Bank under this agreement. The Borrower further agrees that



 10
 









regardless of any investigation made by the Bank,
all such representations, warranties and covenants will survive the making of
the Credit Facilities and delivery to the Bank of this agreement, shall be continuing
in nature, and shall remain in full force and effect until such time as the
Borrower’s indebtedness to the Bank shall be paid in full.


8.7                               Non-Liability of the Bank.  The
relationship between the Borrower on one hand and the Bank on the other hand
shall be solely that of borrower and lender. The Bank shall have no fiduciary
responsibilities to the Borrower. The Bank undertakes no responsibility to the
Borrower to review or inform the Borrower of any matter in connection with any
phase of the Borrower’s business or operations.


8.8                                 Indemnification
of the Bank.  The Borrower
agrees to indemnify, defend and hold the Bank, its parent companies,
subsidiaries, affiliates, their respective successors and assigns and each of
their respective shareholders, directors, officers, employees and agents
(collectively, the “Indemnified Persons”) harmless from any and against any and
all loss, liability, obligation, damage, penalty, judgment, claim, deficiency,
expense, interest, penalties, attorneys’ fees (including the fees and expenses
of attorneys engaged by the Indemnified Person at the Indemnified Person’s
reasonable discretion) and amounts paid in settlement (“Claims”) to which any
Indemnified Person may become subject arising out of or relating to this
agreement or the Collateral, including any
Claims resulting from any  Indemnified
Person’s own negligence, except to the limited extent that the
Claims are proximately caused by the Indemnified Person’s gross negligence or
willful misconduct. The indemnification provided for in this paragraph shall
survive the termination of this agreement and shall not be affected by the
presence, absence or amount of or the payment or nonpayment of any claim under,
any insurance.


8.9                               Counterparts.  This agreement may be executed in multiple counterparts, each of which,
when so executed, shall be deemed an original, but all such counterparts, taken
together, shall constitute one and the same agreement.


8.10                        Advice of Counsel.  The Borrower acknowledges that it has been advised by counsel, or had
the opportunity to be advised by counsel, in the negotiation, execution and
delivery of this agreement and any Related Documents.


8.11                        Conflicting Terms. If this agreement is inconsistent with any
provision in any other Related Documents, the Bank shall determine, in the Bank’s
sole and absolute discretion, which of the provisions shall control any such
inconsistency.


8.12                        Expenses.  The
Borrower agrees to pay or reimburse the Bank for all its out-of-pocket costs
and expenses and reasonable attorneys’ fees incurred in connection with the
preparation and execution of this agreement, any amendment, supplement, or
modification thereto, and any other documents prepared in connection herewith
or therewith.


8.13                        Reinstatement.  The Borrower agrees that to the extent any payment or transfer is
received by the Bank in connection with the Liabilities, and all or any part of
the payment or transfer is subsequently invalidated, declared to be fraudulent
or preferential, set aside or required to be repaid or transferred by the Bank
or paid or transferred over to a trustee, receiver or any other entity, whether
under any proceeding or otherwise (any of those payments or transfers is
hereinafter referred to as a “Preferential Payment”), then this agreement and
the Notes shall continue to be effective or shall be reinstated, as the case
may be, even if all those Liabilities have been paid in full and whether or not
the Bank is in possession of the Notes and whether any of the Notes has been
marked, paid, released or cancelled, or returned to the Borrower and, to the
extent of the payment, repayment or other transfer by the Bank, the Liabilities
or part intended to be satisfied by the Preferential Payment shall be revived
and continued in full force and effect as if the Preferential Payment had not
been made. The obligations of the Borrower under this section shall survive the
termination of this agreement.



 11
 









8.14                        Severability.  If
any provision of this agreement cannot be enforced, the remaining portions of
this agreement shall continue in effect.


8.15                        Assignments.  The
Borrower agrees that the Bank may provide any information or knowledge the Bank
may have about the Borrower or about any matter relating to the Notes or the
Related Documents to JPMorgan Chase & Co., or any of its subsidiaries or
affiliates or their successors, or to any one or more purchasers or potential
purchasers of the Notes or the Related Documents. The Borrower agrees that the
Bank may at any time sell, assign or transfer one or more interests or
participations in all or any part of its rights and obligations in the Notes to
one or more purchasers whether or not related to the Bank.


8.16                        Waivers.  Any party liable on the Notes waives (a) any right to receive notice of
the following matters before the Bank enforces any of its rights: (i) any
demand, diligence, presentment, dishonor and protest, or (ii) any action that
the Bank takes regarding anyone else, any collateral, or any of the
Liabilities, that it might be entitled to by law or under any other agreement;
(b) any right to require the Bank to proceed against any other obligor or
guarantor of the Liabilities, or any collateral, or pursue any remedy in the
Bank’s power to pursue; (c) any defense based on any claim that any endorser or
other parties’ obligations exceed or are more burdensome than those of the
Borrower; (d) the benefit of any statute of limitations affecting liability of
any endorser or other party liable hereunder or the enforcement hereof; (e) any
defense arising by reason of any disability or other defense of the Borrower or
by reason of the cessation from any cause whatsoever (other than payment in
full) of the obligation of the Borrower for the Liabilities; and (f) any
defense based on or arising out of any defense that the Borrower may have to
the payment or performance of the Liabilities or any portion thereof. Any party
liable on the Notes consents to any extension or postponement of time of its
payment without limit as to the number or period, to any substitution, exchange
or release of all or any part of any collateral, to the addition of any other
party, and to the release or discharge of, or suspension of any rights and
remedies against, any person who may be liable for the payment of the Notes.
The Bank may waive or delay enforcing any of its rights without losing them.
Any waiver affects only the specific terms and time period stated in the
waiver. No modification or waiver of any provision of the Notes is effective
unless it is in writing and signed by the party against whom it is being
enforced. To the extent not prohibited by applicable law, the Borrower waives
(a) all rights of the Borrower under Rule 31, Texas Rules of Civil Procedure,
Chapter 34 of the Texas Business and Commerce Code, and Section 17.001 of the Texas
Civil Practice and Remedies Code; (b) to the extent the Borrower is subject to
the Texas Revised Partnership Act (“TRPA”) or Section 152.306 of the Texas
Business Organizations Code (“BOC”), compliance by the Bank with Section
3.05(d) of TRPA and Section 152.306(b) of BOC; and (c) if the Liabilities are
secured by an interest in real property, all rights of the Borrower under
Sections 51.003, 51.004, and 51.005 of the Texas Property Code (as amended from
time to time).


9.                                      USA
PATRIOT ACT NOTIFICATION.  The
following notification is provided to Borrower pursuant to Section 326 of the
USA Patriot Act of 2001, 31 U.S.C. Section 5318:


IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A
NEW ACCOUNT. To help the government fight the funding of terrorism and money
laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each person or entity
that opens an account, including any deposit account, treasury management
account, loan, other extension of credit, or other financial services product.
What this means for Borrower:


When Borrower opens an account, if Borrower is an
individual Bank will ask for Borrower’s name, taxpayer identification number,
residential address, date of birth, and other information that will allow Bank
to identify Borrower, and if Borrower is not an individual Bank will ask for
Borrower’s name, taxpayer identification number, business address, and other
information that will allow Bank to identify Borrower. Bank may also ask, if
Borrower is an individual to see Borrower’s driver’s license or other
identifying documents, and if Borrower is not an individual to see Borrower’s
legal organizational documents or other identifying documents.



 12
 









10.                               WAIVER
OF SPECIAL DAMAGES.  THE BORROWER
WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED  BY
LAW, ANY RIGHT THE UNDERSIGNED MAY HAVE TO CLAIM OR RECOVER FROM THE BANK IN
ANY LEGAL ACTION OR PROCEEDING ANY SPECIAL,  EXEMPLARY,
PUNITIVE OR  CONSEQUENTIAL DAMAGES.


11.                               JURY
WAIVER.  THE BORROWER AND THE BANK
HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT
TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT,
TORT, OR OTHERWISE) BETWEEN THE BORROWER AND THE BANK ARISING OUT OF OR IN ANY
WAY RELATED TO THIS DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE  BANK TO PROVIDE THE FINANCING DESCRIBED HEREIN.


THIS AGREEMENT AND THE OTHER WRITTEN RELATED
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.


THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.


	
  Address(es) for Notices:

  	
   

  	
  Borrower:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3200 Belmeade Drive, Suite 100

  	
   

  	
  Heeling Sports Limited

  
	
  Carrollton, TX 75006

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attn:

  	
   

  	
  Mike Hessong

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  Heeling Management Corp., General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Michael W. Hessong

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Michael W.
  Hessong

  	
   

  	
  CFO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Printed Name

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Date Signed: 

  	
   

  	
  9/24/07

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address for Notices:

  	
   

  	
  Bank:

  
	
   

  	
   

  	
   

  
	
  1717 Main Street

  	
   

  	
  JPMorgan Chase Bank, NA

  
	
  Dallas, TX 75201

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attn:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By.

  	
   

  	
  /s/ J. Peevey

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  J. Peevey

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Printed Name

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Date Signed:

  	
   

  	
  9/25/07

  
																										



 



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