Exhibit 10.1

THIRD AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

by and among

ULTIMATE ELECTRONICS, INC.

and

EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO

as Borrowers,

THE LENDERS THAT ARE SIGNATORIES HERETO

as the Lenders,

and

WELLS FARGO RETAIL FINANCE, LLC

as the Arranger and Agent

Dated as of April 2, 2004

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TABLE OF CONTENTS

|   |  |                                |  |                                                                            |  | Page
|-- |  | ------------------------------ |  | -------------------------------------------------------------------------- |  | ----
|1. |  | DEFINITIONS AND CONSTRUCTION   |  | 1                                                                         
|   |  | 1.1                            |  | Definitions                                                                |  | 1   
|   |  | 1.2                            |  | Accounting Terms                                                           |  | 22  
|   |  | 1.3                            |  | Code                                                                       |  | 22  
|   |  | 1.4                            |  | Construction                                                               |  | 22  
|   |  | 1.5                            |  | Schedules and Exhibits                                                     |  | 23  
|   |  | 1.6                            |  | The Term "Borrower" or "Borrowers"                                         |  | 23  
|2. |  | LOAN AND TERMS OF PAYMENT      |  | 24                                                                        
|   |  | 2.1                            |  | Advances                                                                   |  | 24  
|   |  | 2.2                            |  | Borrowing Procedures and Settlements                                       |  | 26  
|   |  | 2.3                            |  | Payments                                                                   |  | 31  
|   |  | 2.4                            |  | Overadvances                                                               |  | 33  
|   |  | 2.5                            |  | Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations |  | 33  
|   |  | 2.6                            |  | Credit Card Collections                                                    |  | 35  
|   |  | 2.7                            |  | Depository Accounts                                                        |  | 35  
|   |  | 2.8                            |  | Collections                                                                |  | 36  
|   |  | 2.9                            |  | Crediting Payments; Float Charge                                           |  | 36  
|   |  | 2.10                           |  | Designated Account                                                         |  | 36  
|   |  | 2.11                           |  | Maintenance of Loan Account; Statements of Obligations                     |  | 37  
|   |  | 2.12                           |  | Fees                                                                       |  | 37  
|   |  | 2.13                           |  | Letters of Credit                                                          |  | 37  
|   |  | 2.14                           |  | LIBOR Option                                                               |  | 40  
|   |  | 2.15                           |  | Capital Requirements                                                       |  | 42  
|   |  | 2.16                           |  | Joint and Several Liability of Borrowers; Rights of Contribution           |  | 42  
|3. |  | CONDITIONS; TERM OF AGREEMENT  |  | 46                                                                        
|   |  | 3.1                            |  | Conditions Precedent to the Effectiveness of this Agreement                |  | 46  
|   |  | 3.2                            |  | Conditions Precedent to all Extensions of Credit                           |  | 48  
|   |  | 3.3                            |  | Term                                                                       |  | 48  
|   |  | 3.4                            |  | Effect of Termination                                                      |  | 48  
|   |  | 3.5                            |  | Early Termination by Borrowers                                             |  | 49  
|4. |  | CREATION OF SECURITY INTEREST  |  | 49                                                                        
|   |  | 4.1                            |  | Grant of Security Interest                                                 |  | 49  
|   |  | 4.2                            |  | Authorization to File Financing Statements                                 |  | 49  
|   |  | 4.3                            |  | Negotiable Collateral                                                      |  | 50  
|   |  | 4.4                            |  | Collection of Accounts, General Intangibles, and Negotiable Collateral     |  | 50  
|   |  | 4.5                            |  | Other Actions                                                              |  | 50  
|   |  | 4.6                            |  | Delivery of Additional Documentation Required; Lien Perfection             |  | 51  
|   |  | 4.7                            |  | Power of Attorney                                                          |  | 52  
|   |  | 4.8                            |  | Right to Inspect                                                           |  | 52  
|   |  | 4.9                            |  | Control Agreements                                                         |  | 53  
|5. |  | REPRESENTATIONS AND WARRANTIES |  | 53                                                                        
|   |  | 5.1                            |  | No Encumbrances                                                            |  | 53  
|   |  | 5.2                            |  | Eligible Accounts                                                          |  | 53  
|   |  |                                |  |                                                                            |  |     

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|   |  | 5.3                   |  | Eligible Inventory                                                                  |  | 53
|-- |  | --------------------- |  | ----------------------------------------------------------------------------------- |  | --
|   |  | 5.4                   |  | Equipment                                                                           |  | 54
|   |  | 5.5                   |  | Location of Inventory and Equipment                                                 |  | 54
|   |  | 5.6                   |  | Inventory Records                                                                   |  | 54
|   |  | 5.7                   |  | Location of Chief Executive Office; FEIN; Organizational I.D. Number; Names; Status |  | 54
|   |  | 5.8                   |  | Due Organization and Qualification; Subsidiaries                                    |  | 54
|   |  | 5.9                   |  | Due Authorization; No Conflict                                                      |  | 55
|   |  | 5.10                  |  | Litigation                                                                          |  | 55
|   |  | 5.11                  |  | No Material Adverse Change                                                          |  | 55
|   |  | 5.12                  |  | Fraudulent Transfer                                                                 |  | 55
|   |  | 5.13                  |  | Employee Benefits                                                                   |  | 56
|   |  | 5.14                  |  | Environmental Condition                                                             |  | 56
|   |  | 5.15                  |  | Intellectual Property                                                               |  | 56
|   |  | 5.16                  |  | Locations; Leases                                                                   |  | 56
|   |  | 5.17                  |  | Complete Disclosure                                                                 |  | 57
|   |  | 5.18                  |  | Indebtedness                                                                        |  | 57
|   |  | 5.19                  |  | No Materially Adverse Contracts, etc                                                |  | 57
|   |  | 5.20                  |  | Compliance with Other Instruments, Laws, etc                                        |  | 57
|   |  | 5.21                  |  | Holding Company and Investment Company Acts                                         |  | 57
|   |  | 5.22                  |  | Absence of Financing Statements, etc                                                |  | 57
|   |  | 5.23                  |  | Certain Transactions                                                                |  | 58
|   |  | 5.24                  |  | Regulations U and X                                                                 |  | 58
|   |  | 5.25                  |  | Payment of Taxes                                                                    |  | 58
|   |  | 5.26                  |  | Fiscal Year                                                                         |  | 58
|6. |  | AFFIRMATIVE COVENANTS |  | 58                                                                                 
|   |  | 6.1                   |  | Accounting System                                                                   |  | 58
|   |  | 6.2                   |  | Collateral Reporting                                                                |  | 58
|   |  | 6.3                   |  | Financial Statements, Reports, Certificates                                         |  | 60
|   |  | 6.4                   |  | Return                                                                              |  | 61
|   |  | 6.5                   |  | Maintenance of Properties; Title to Equipment                                       |  | 61
|   |  | 6.6                   |  | Title to Equipment                                                                  |  | 61
|   |  | 6.7                   |  | Maintenance of Equipment                                                            |  | 61
|   |  | 6.8                   |  | Taxes                                                                               |  | 62
|   |  | 6.9                   |  | Insurance                                                                           |  | 62
|   |  | 6.10                  |  | Location of Inventory and Equipment                                                 |  | 63
|   |  | 6.11                  |  | Compliance with Laws                                                                |  | 63
|   |  | 6.12                  |  | Leases                                                                              |  | 63
|   |  | 6.13                  |  | Brokerage Commissions                                                               |  | 63
|   |  | 6.14                  |  | Existence                                                                           |  | 63
|   |  | 6.15                  |  | Environmental                                                                       |  | 63
|   |  | 6.16                  |  | Disclosure Updates                                                                  |  | 63
|   |  | 6.17                  |  | Inventories, Appraisals, and Audits                                                 |  | 64
|   |  | 6.18                  |  | Electronic Reporting                                                                |  | 64
|   |  | 6.19                  |  | Employee Benefits                                                                   |  | 64
|   |  | 6.20                  |  | Additional Collateral Covenants                                                     |  | 65
|   |  | 6.21                  |  | Investment Proceeds, Etc                                                            |  | 65
|   |  | 6.22                  |  | Additional Real Property Collateral                                                 |  | 65
|   |  | 6.23                  |  | Landlord Waivers and Consents                                                       |  | 65
|   |  |                       |  |                                                                                     |  |   

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|    |  | 6.24                                       |  | Material Inventory Supplier                                                        |  | 65
|--- |  | ------------------------------------------ |  | ---------------------------------------------------------------------------------- |  | --
|    |  | 6.25                                       |  | No Setoff or Counterclaims                                                         |  | 66
|    |  | 6.26                                       |  | New Subsidiaries                                                                   |  | 66
|7.  |  | NEGATIVE COVENANTS                         |  | 66                                                                                
|    |  | 7.1                                        |  | Indebtedness                                                                       |  | 66
|    |  | 7.2                                        |  | Liens and Restrictions on Negative Pledges and Upstream Guaranties                 |  | 67
|    |  | 7.3                                        |  | Restrictions on Fundamental Changes                                                |  | 67
|    |  | 7.4                                        |  | Disposal of Assets                                                                 |  | 67
|    |  | 7.5                                        |  | Change Name                                                                        |  | 67
|    |  | 7.6                                        |  | Guarantee                                                                          |  | 67
|    |  | 7.7                                        |  | Nature of Business                                                                 |  | 67
|    |  | 7.8                                        |  | Prepayments and Amendments                                                         |  | 67
|    |  | 7.9                                        |  | Change of Control                                                                  |  | 68
|    |  | 7.10                                       |  | Consignments                                                                       |  | 68
|    |  | 7.11                                       |  | Distributions                                                                      |  | 68
|    |  | 7.12                                       |  | Accounting Methods                                                                 |  | 68
|    |  | 7.13                                       |  | Investments                                                                        |  | 68
|    |  | 7.14                                       |  | Transactions with Affiliates                                                       |  | 69
|    |  | 7.15                                       |  | Suspension                                                                         |  | 69
|    |  | 7.16                                       |  | Use of Proceeds                                                                    |  | 69
|    |  | 7.17                                       |  | Change in Location of Chief Executive Office; Inventory and Equipment with Bailees |  | 69
|    |  | 7.18                                       |  | Securities Accounts                                                                |  | 69
|    |  | 7.19                                       |  | No Prohibited Transactions Under ERISA                                             |  | 70
|    |  | 7.20                                       |  | Deposit Accounts, Credit card clearinghouse, etc                                   |  | 70
|    |  | 7.21                                       |  | Store Openings                                                                     |  | 70
|    |  | 7.22                                       |  | Financial Covenants                                                                |  | 71
|    |  | 7.23                                       |  | Capital Expenditures                                                               |  | 71
|8.  |  | EVENTS OF DEFAULT                          |  | 71                                                                                
|9.  |  | THE LENDER GROUP'S RIGHTS AND REMEDIES     |  | 74                                                                                
|    |  | 9.1                                        |  | Rights and Remedies                                                                |  | 74
|    |  | 9.2                                        |  | Securities and Deposits                                                            |  | 76
|    |  | 9.3                                        |  | Standards for Exercising Rights and Remedies                                       |  | 76
|    |  | 9.4                                        |  | Remedies Cumulative                                                                |  | 77
|    |  | 9.5                                        |  | License                                                                            |  | 77
|10. |  | TAXES AND EXPENSES                         |  | 77                                                                                
|11. |  | WAIVERS; INDEMNIFICATION                   |  | 77                                                                                
|    |  | 11.1                                       |  | Demand; Protest; etc                                                               |  | 77
|    |  | 11.2                                       |  | The Lender Group's Liability for Collateral                                        |  | 78
|    |  | 11.3                                       |  | Indemnification                                                                    |  | 78
|12. |  | NOTICES                                    |  | 79                                                                                
|13. |  | CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER |  | 80                                                                                
|14. |  | ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS |  | 80                                                                                
|    |  | 14.1                                       |  | Assignments and Participations                                                     |  | 80
|    |  | 14.2                                       |  | Successors                                                                         |  | 83
|    |  |                                            |  |                                                                                    |  |   

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|15. |  | AMENDMENTS; WAIVERS     |  | 83                                                                                                          
|--- |  | ----------------------- |  | ------------------------------------------------------------------------------------------------------------
|    |  | 15.1                    |  | Amendments and Waivers                                                                                      
|    |  | 15.2                    |  | Replacement of Holdout Lender                                                                               
|    |  | 15.3                    |  | No Waivers; Cumulative Remedies                                                                             
|16. |  | AGENT; THE LENDER GROUP |  | 85                                                                                                          
|    |  | 16.1                    |  | Appointment and Authorization of Agent                                                                      
|    |  | 16.2                    |  | Delegation of Duties                                                                                        
|    |  | 16.3                    |  | Liability of Agent                                                                                          
|    |  | 16.4                    |  | Reliance by Agent                                                                                           
|    |  | 16.5                    |  | Notice of Default or Event of Default                                                                       
|    |  | 16.6                    |  | Credit Decision                                                                                             
|    |  | 16.7                    |  | Costs and Expenses; Indemnification                                                                         
|    |  | 16.8                    |  | Agent in Individual Capacity                                                                                
|    |  | 16.9                    |  | Successor Agent                                                                                             
|    |  | 16.10                   |  | Lender in Individual Capacity                                                                               
|    |  | 16.11                   |  | Payments to, and Distributions by, Agent                                                                    
|    |  | 16.12                   |  | Duties in the Case of Enforcement                                                                           
|    |  | 16.13                   |  | Agent May File Proofs of Claim                                                                              
|    |  | 16.14                   |  | Withholding Taxes                                                                                           
|    |  | 16.15                   |  | Collateral Matters                                                                                          
|    |  | 16.16                   |  | Restrictions on Actions by Lenders; Sharing of Payments                                                     
|    |  | 16.17                   |  | Agency for Perfection                                                                                       
|    |  | 16.18                   |  | Payments by Agent to the Lenders                                                                            
|    |  | 16.19                   |  | Concerning the Collateral and Related Loan Documents                                                        
|    |  | 16.20                   |  | Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information
|    |  | 16.21                   |  | Several Obligations; No Liability                                                                           
|    |  | 16.22                   |  | Legal Representation of Agent                                                                               
|    |  | 16.23                   |  | Confidentiality                                                                                             
|17. |  | GENERAL PROVISIONS      |  | 95                                                                                                          
|    |  | 17.1                    |  | Effectiveness                                                                                               
|    |  | 17.2                    |  | Section Headings                                                                                            
|    |  | 17.3                    |  | Interpretation                                                                                              
|    |  | 17.4                    |  | Severability of Provisions                                                                                  
|    |  | 17.5                    |  | Amendments in Writing                                                                                       
|    |  | 17.6                    |  | Counterparts; Telefacsimile Execution                                                                       
|    |  | 17.7                    |  | Revival and Reinstatement of Obligations                                                                    
|    |  | 17.8                    |  | Integration                                                                                                 
|    |  | 17.9                    |  | Parent as Agent for Borrowers                                                                               
|    |  | 17.10                   |  | Amendment and Restatement                                                                                   

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THIRD AMENDED AND RESTATED  LOAN AND SECURITY AGREEMENT

THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT(this
"Agreement"), is entered into as of April 2, 2004, between and among, on the one hand, the lenders identified on the signature pages hereof (such
lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a "Lender" and collectively as the
"Lenders"), including, without limitation,WELLS FARGO RETAIL FINANCE, LLC, a Delaware limited liability
company ("WFRF"), and WFRF as the arranger and administrative agent for the Lenders and any other holder of Obligations referred to below
("Agent"), and, on the other hand,ULTIMATE ELECTRONICS, INC., a Delaware corporation
("Parent"), and each of Parent's Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to
hereinafter each individually as a "Borrower", and individually and collectively, jointly and severally, as the
"Borrowers", as governed by the provisions ofSection 1.6of the Agreement).

A.    WFRF
and each Borrower entered into that certain Second Amendment and Restated Loan and Security Agreement dated as of September 28, 2001, as amended by
(i) that certain First Amendment to Second Amended and Restated Loan and Security Agreement, dated December 12, 2001, (ii) that certain Second Amendment to Second Amended and
Restated Loan and Security Agreement made and entered into on March 7, 2002 and effective as of December 31, 2001, and (iii) that certain Letter Amendment to Second Amended and
Restated Loan and Security Agreement dated as of September 22, 2003 (as so amended, the "Existing Loan Agreement").

B.    Borrowers
have requested and, subject to the terms and conditions of the Agreement, Lenders have agreed to entirely amend and restate the Existing Loan Agreement to,
among other things, increase the maximum revolving credit facility to $100,000,000.

C.    The
parties hereto desire to amend, restate and modify, but not extinguish, the Existing Loan Agreement in its entirety as hereinafter set forth.

NOW,
THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
intending to be legally bound, agree as follows:

1.DEFINITIONS AND CONSTRUCTION.

1.1Definitions.As used in this Agreement, the following terms
shall have the following definitions:

"Accordion Activation" has the meaning assigned to that term in subsection 2.1(f)

"Accordion Amount" means an amount up to $25,000,000.

"Accordion Commitment" means the commitments of the Accordion Lenders to fund the Accordion Amount as set forth in subsection 2.1(f).

"Accordion Lenders" means the Lenders that shall be identified as "Accordion Lenders" on Schedule C-1 (as amended
pursuant to subsection 2.1(f)(iii)) to this Agreement that shall have delivered to the Agent a Confirmation of Accordion Commitment and, when used in the context of a particular Accordion Commitment,
shall mean Accordion Lenders having that Accordion Commitment.

"Account Debtor" means any Person who is or who may become obligated under, with respect to, or on account of, an Account, chattel paper,
or a General Intangible.

"Accounting Changes" means (i) changes in accounting principles required by the promulgation of any rule, regulation, pronouncement
or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions), (ii) changes in
accounting principles concurred in by any Borrowers' certified public accountants; and (iii) purchase accounting adjustments under A.P.B. 16 or 17 and EITF 88-16, the application of
the accounting principles set forth in FASB 109, including the establishment of reserves

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pursuant
thereto, and any reversal of any reserves established as a result of purchase accounting adjustments.

"Accounts" means all of Borrowers' now owned or hereafter acquired right, title, and interest with respect to "accounts" (as that term is
defined from time to time in the Code), and any and all supporting obligations in respect thereof including any and all credit insurance, guaranties or security therefor.

"ACH Transactions" means any cash management or related services (including the Automated Clearing House processing of electronic funds
transfers through the direct Federal Reserve Fedline system) provided by Wells Fargo or its Affiliates for the account of Administrative Borrower or its Subsidiaries.

"Adjustment Date" means the first day of the month immediately following the month in which a Compliance Certificate is to be delivered by
Parent pursuant to subsection 6.3(a)(iv).

"Administrative Borrower" has the meaning set forth inSection 17.9.

"Advances" has the meaning set forth inSection 2.1.

"Affiliate" means, as applied to any Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common
control with, such Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the
ownership of Stock, by contract, or otherwise;provided, however, that, in any event: (a) any Person which owns directly or indirectly 5% or more
of the securities having ordinary voting power for the election of directors or other members of the governing body of a Person or 5% or more of the partnership or other ownership interests of a
Person (other than as a limited partner of such Person) shall be deemed to control such Person; (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such
Person; and (c) each partnership or joint venture in which a Person is a partner or joint venturer shall be deemed to be an Affiliate of such Person.

"Agent" means Wells Fargo Retail Finance, LLC, solely in its capacity as agent for the Lenders hereunder, and any successor thereto.

"Agent's Account" means an account at a bank designated by Agent from time to time as the account into which Borrowers shall make all
payments to Agent for the benefit of the Lender Group and into which the Lender Group shall make all payments to Agent under this Agreement and the other Loan Documents; unless and until Agent
notifies Administrative Borrower and the Lender Group to the contrary, Agent's Account shall be that certain deposit account bearing account number 323-266193 and maintained by Agent with
The Chase Manhattan Bank, 4 New York Plaza, 15th Floor, New York, New York 10004, ABA #021000021.

"Agent Advances" has the meaning set forth in subsection 2.2(e)(i).

"Agent's Liens" means the Liens granted by Borrowers to Agent for the benefit of the Lender Group under this Agreement or the other Loan
Documents.

"Agent-Related Persons" means Agent together with its Affiliates, officers, directors, employees, and agents.

"Agreement" has the meaning set forth in the preamble hereto.

"Applicable Margin" means, for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment
Date (each a "Rate Adjustment Period"), the Applicable Margin shall be the applicable margin set forth below with respect to the Excess Availability based on

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the
average Excess Availability for the fiscal quarter ended immediately prior to the applicable Rate Adjustment Period.

|Level |  | Excess Availability                                            |  | LIBOR
Rate Margin |   | Base
Rate Margin |  
|----- |  | -------------------------------------------------------------- |  | ----------------- | - | ---------------- | -
|I     |  | Greater than $40,000,000                                       |  | 1.75              | % | 0.00             | %
|II    |  | Less than or equal to $40,000,000 but greater than $15,000,000 |  | 2.00              | % | 0.25             | %
|III   |  | Less than or equal to $15,000,000                              |  | 2.25              | % | 0.50             | %

Notwithstanding
the foregoing, (a) for the Advances outstanding during the period commencing on the Closing Date and ending on the last day of Parent's fiscal quarter ending on or
about October of 2004, the Applicable Margin shall be the Applicable Margin set forth in Level II above, and (b) if Parent fails to deliver any information required pursuant to subsection
6.2(b) when due (after giving effect to any applicable grace period) or any Compliance Certificate pursuant to subsection 6.3 (a)(iv) hereof then, for the period commencing on the next
Adjustment Date to occur subsequent to such failure through the date immediately following the date on which such Compliance Certificate or the information required pursuant to subsection 6.2(b), as
applicable, is delivered, the Applicable Margin shall be the highest Applicable Margin set forth above.

"Applicable Prepayment Premium" means, as of any date of determination, an amount equal to (a) during the period of time from and
after the date of the execution and delivery of this Agreement up to March 31, 2005,three percent (3%) timesthe Maximum Amount,
(b) during the period of time from and including April 1, 2005 up to March 31, 2006,two percent (2%) timesthe Maximum Amount and
(c) during the period of time from and including April 1, 2006 up to September 30, 2007,one percent (1%) timesthe Maximum Amount.
There shall be no Applicable Prepayment Penalty if termination occurs on or after October 1, 2007.

"Appraised Fair Market Value" means, at any date of determination, the fair market value determined by an appraiser selected by Agent and
pursuant to a methodology acceptable to Agent in its Permitted Discretion.

"Assignee" has the meaning set forth inSection 14.1.

"Assignment and Acceptance" means an Assignment and Acceptance in the form of Exhibit A-1.

"Authorized Person" means any officer or other employee of Administrative Borrower.

"Availability Block Amount" means $10,000,000.

"Balance Sheet Date" means October 31, 2003.

"Bankruptcy Code" means the United States Bankruptcy Code, as in effect from time to time.

"Bank Products" means any service or facility extended to Administrative Borrower or its Subsidiaries by Wells Fargo or any Affiliate of
Wells Fargo including: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH Transactions, (f) cash management,
including controlled disbursement, accounts or services, or (g) Hedge Agreements.

"Bank Products Reserves" means, as of any date of determination, the amount of reserves that Agent has established (based upon Wells
Fargo's or its Affiliate's reasonable determination of the credit exposure in respect of then extant Bank Products) for Bank Products then provided or outstanding.

"Base LIBOR Rate" means the rate per annum, determined by Agent in accordance with its customary procedures, and utilizing such electronic
or other quotation sources as it considers appropriate (rounded upwards, if necessary, to the next 1/16%), on the basis of the rates at which Dollar

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deposits
are offered to major banks in the London interbank market on or about 11:00 a.m. (Boston, Massachusetts time) 2 Business Days prior to the commencement of the applicable Interest
Period, for a term and in amounts comparable to the Interest Period and amount of the LIBOR Rate Loan requested by Administrative Borrower in accordance with this Agreement, which determination shall
be conclusive in the absence of manifest error.

"Base Rate" means, the rate of interest announced within Wells Fargo at its principal office in San Francisco as its "prime rate", with
the understanding that the "prime rate" is one of Wells Fargo's base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for
those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publication or publications as Wells Fargo may designate.

"Base Rate Loan" means any Advance (or portion of an Advance) that bears interest at a rate determined by reference to the Base Rate.

"Benefit Plan" means a "defined benefit plan" (as defined inSection 3(35)of
ERISA) for which any Borrower or any Subsidiary or ERISA Affiliate of any Borrower has been an "employer" (as defined inSection 3(5)of ERISA)
within the past six years.

"Bingham" has the meaning set forth inSection 16.22.

"Blocked Account Agreements" has the meaning set forth in subsection 2.7(a)(i).

"Board of Directors" means the board of directors (or comparable managers) of Parent or any committee thereof duly authorized to act on
behalf thereof.

"Books" means all of each Borrower's and its Subsidiaries' now owned or hereafter acquired books and records (including all of its Records
indicating, summarizing, or evidencing its assets (including the Collateral) or liabilities, all of each Borrower's or its Subsidiaries' Records relating to its or their business operations or
financial condition, and all of its goods or General Intangibles related to such information).

"Borrower" and "Borrowers" have the respective meanings set forth in the preamble to this
Agreement.

"Borrowing" means a borrowing hereunder consisting of Advances made on the same day by the Lenders (or Agent on behalf thereof), or by
Swing Lender in the case of a Swing Loan, or by Agent in the case of an Agent Advance, in each case, to Administrative Borrower.

"Borrowing Base" has the meaning set forth inSection 2.1.

"Borrowing Base Certificate" means a certificate in the form of Exhibit B-1, as such form may be revised from time to time by Agent.

"Business Day" means any day that is not a Saturday, Sunday, or other day on which national banks are authorized or required to close,
except that, if a determination of a Business Day shall relate to a LIBOR Rate Loan, the term "Business Day" also shall exclude any day on which banks are closed for dealings in Dollar deposits in the
London interbank market.

"Business Plan" means the business plan of Parent submitted to Agent, which business plan is hereby incorporated by reference, and any
revision, amendment or update to such business plan as to which Agent has given written approval.

"Capital Lease" means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

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"Cash Equivalents" means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or issued by
any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof, (b) marketable direct
obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition
thereof and, at the time of acquisition, having the highest rating obtainable from either S&P or Moody's, (c) commercial paper maturing no more than 270 days from the date of acquisition
thereof and, at the time of acquisition, having a rating of A-1 or P-1, or better, from S&P or Moody's, and (d) certificates of deposit or bankers' acceptances maturing
within 1 year from the date of acquisition thereof either (i) issued by any bank organized under the laws of the United States or any state thereof which bank has a rating of A or A2, or
better, from S&P or Moody's, or (ii) certificates of deposit less than or equal to $100,000 in the aggregate issued by any other bank insured by the Federal Deposit Insurance Corporation.

"Change of Control" shall be deemed to have occurred at such time as a "person" or "group" (within the meaning of Sections 13(d) and 14(d)
of the Exchange Act) (other than William J. Pearse, Barbara A. Pearse and the various immediate family trusts of William J. Pearse and Barbara A. Pearse, whether now existing or hereafter created
including, without limitation, the Williams James Pearse III Trust No. 1, the William James Pearse III Trust No. 2, the Megan Pearse Trust No. 1, the Megan Pearse Trust
No. 2, the Bradford Pearse Trust No. 1 and the Bradford Pearse Trust N. 2, and with respect to Fast Trak, Lease and Intangibles, other than Parent) become the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 20% of the total voting power of all classes of stock then outstanding of any Borrower entitled
to vote in the election of directors.

"Closing Date" means the date on which Agent notifies Administrative Borrower that each of the conditions precedent set forth in Section 3.1either have been
satisfied or have been waived.

"Code" means the Massachusetts Uniform Commercial Code, as in effect from time to time.

"Collateral" means all of the following properties, assets and rights of each Borrower, wherever located, whether now owned or hereafter
acquired or arising:



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"Collateral Access Agreement" means a landlord waiver, mortgagee waiver, bailee letter, or acknowledgement agreement of any lessor,
warehouseman, processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in the Equipment or Inventory, in each case, in form and substance satisfactory
to Agent.

"Collections" means all cash, checks, notes, instruments, and other items of payment (including, without limitation, all cash equivalents,
checks, and credit card slips (whether from a Credit Card Issuer or otherwise) and receipts as arise out of the sale of Collateral, insurance proceeds, proceeds of cash sales, rental proceeds, and tax
refunds) of Borrowers.

"Commitment" means, with respect to each Lender, its Commitment, and, with respect to all Lenders, their Commitments, in each case as such
Dollar amounts are set forth beside such Lender's name under the applicable heading onSchedule C-1or on the signature page of the
Assignment and Acceptance pursuant to which such Lender became a Lender hereunder in accordance with the provisions ofSection 14.1; provided, that
the Commitments of Lenders shall be adjusted to give effect to the Accordion Activation pursuant to Section 2.1.

"Compliance Certificate" means a certificate substantially in the form of Exhibit C-1delivered by the chief financial officer of Parent to Agent.

"Concentration Account" means the Concentration Account Number 1018169963 established pursuant to the Blocked Account Agreement with the
Concentration Account Bank.

"Concentration Account Bank" means Wells Fargo Colorado NA, whose office is located at 1740 Broadway, Denver, Colorado 80274, and whose
ABA number is 102000076 or such then other banks as may be agreed to by Parent and Agent from time to time.

"Confirmation of Accordion Commitment" has the meaning set forth in subsection 2.1(f).

"Control Agreement" means a control agreement, in form and substance satisfactory to Agent, executed and delivered by the applicable
Borrower, Agent, and the applicable securities intermediary with respect to a Securities Account or a bank with respect to a deposit account.

"Copyright Security Agreements" means the copyright security agreements executed and delivered by each Borrower and Agent, the form and
substance of which are satisfactory to Agent.

"Cost" means the calculated cost of purchases, as determined from invoices received by a Borrower, such Borrower's purchase journal or
stock ledger, based upon such Borrower's accounting practices, known to Agent, which practices are in effect on the date on which this Agreement was executed or subsequently adopted with the written
approval of Agent. "Cost" does not include any inventory capitalization costs inclusive of advertising or other non purchase price charges (such as freight) used in the Borrowers' calculation of cost
of goods sold, but may include other charges used in such Borrower's determination of cost of goods sold and bringing goods to market, all within Agent's sole discretion and in accordance with GAAP.

"Cost Factor" means the result of 1 minus a Borrower's then cumulative markup percent derived from such Borrower's purchase journal.

"Credit Card Agreements" means those certain credit card receipts agreements, each in form and substance reasonably satisfactory to Agent
and each of which is among Agent, the applicable Borrower

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and
one of Borrowers' Credit Card Processors (or private label credit card processors pursuant to the provisions ofSection 2.1(b)(x)).

"Credit Card Issuer" means collectively MasterCard or Visa bank credit or debit cards or other bank credit or debit cards issued through
MasterCard International, Inc., Visa, U.S.A., Inc. or Visa International, American Express and Discover.

"Credit Card Processor" means any Person that acts as a credit card clearinghouse or processor with respect to any sales transactions
involving credit card purchases by customers using credit cards issued by any Credit Card Issuer.

"Daily Balance" means, with respect to each day during the term of this Agreement, the amount of an Obligation owed at the end of such
day.

"Dated Assets" has the meaning set forth inSection 2.16.

"Dated Liabilities" has the meaning set forth inSection 2.16.

"deems itself insecure" means that the Person deems itself insecure in accordance with the provisions of Section 1208 of the Code.

"Default" means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of
Default.

"Defaulting Lender" means any Lender that fails to make any Advance (or other extension of credit) that it is required to make hereunder
on the date that it is required to do so hereunder.

"Defaulting Lender Rate" means (a) the Base Rate for the first 3 days from and after the date the relevant payment is due,
and (b) thereafter, at the interest rate then applicable to Advances that are Base Rate Loans (inclusive of the Applicable Margin applicable thereto).

"Designated Account" means account number 101816995 of Administrative Borrower maintained with the Designated Account Bank, or such other
deposit account of Administrative Borrower (located within the United States) that has been designated as such, in writing, by Administrative Borrower to Agent.

"Designated Account Bank" means Wells Fargo Colorado NA, whose office is located at 1740 Broadway, Denver, Colorado 80274 and whose ABA
number is 102000076.

"Dollars" or "$" means United States dollars.

"EBITDA" means, with respect to any fiscal period, a Person and its Subsidiaries consolidated net earnings (or loss), minusextraordinary gains,plusnon-cash impairment losses, interest expense, income taxes,
and depreciation and amortization for such period, as determined in accordance with GAAP.

"Eligible Accounts" means those Accounts created by any of the Borrowers in the ordinary course of its business, that arise out of its
sale of goods or rendition of services, that strictly comply with each of the representations and warranties respecting Accounts made by such Borrower under the Loan Documents, and that are not
excluded as ineligible by virtue of one or more of the criteria set forth below, which criteria may be fixed and revised by Agent in its Permitted Discretion from time to time after the Closing Date.
Eligible Accounts shall not include the following:



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8

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"Eligible Credit Card Receivables" means Eligible Accounts due to the Borrowers from a Credit Card Processor that shall have entered into
a Credit Card Agreement.

"Eligible Inventory" means consumer electronic products Inventory of Borrowers consisting of first quality, finished goods held for sale
in the ordinary course of Borrowers' business, net of any unearned vendors' discounts and Inventory Reserves (as defined below), that are located at Borrowers' premises identified on Schedule E-1,
that strictly comply with each of and all the representations and warranties respecting Inventory made by Borrowers in
the Loan Documents, and that are and continue to be acceptable to Agent in all respects;provided, however, that standards of eligibility may be fixed and
revised from time to time by Agent in Agent's sole discretion. In determining the amount to be
so included, Inventory shall be valued at the lower of Cost or market on a basis consistent with Borrowers' current and historical accounting practices, or such accounting practices as may be in
effect from time to time and approved in writing by Agent. Without limiting the foregoing, the following shall not be Eligible Inventory:



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Agent
may establish reserves ("Inventory Reserves") from time to time in Agent's discretion with respect to the determination of the saleability, at
retail, of the Eligible Inventory or which reflect such other factors as affect the current Retail or market value of the Eligible Inventory. Without limiting the generality of the foregoing,
Inventory Reserves may include (but are not limited to) reserves based on the following: (i) the estimated reclamation claims of unpaid sellers of Inventory sold to a Borrower;
(ii) change in Inventory character, composition or mix; (iii) imbalance of Inventory; (iv) retail markdowns or markups inconsistent with prior period practice and performance;
current business plans; or advertising calendar and planned advertising events; (v) Inventory shrinkage; or (vi) the change in the Net Retail Liquidation Value of the Inventory.

"Eligible Transferee" means (a) a commercial bank organized under the laws of the United States, or any state thereof, and having
total assets in excess of $250,000,000, (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development or a
political subdivision of any such country and which has total assets in excess of $250,000,000, provided that such bank is acting through a branch or agency located in the United States, (c) a
finance company, insurance company, or other financial institution or fund that is engaged in making, purchasing, or otherwise investing in commercial loans in the ordinary course of its business and
having (together with its Affiliates) total assets in excess of $250,000,000, (d) any Affiliate (other than individuals) of a Lender that was party hereto as of the Closing Date, (e) so
long as no Event of Default has occurred and is continuing, any other Person approved by Agent and Administrative Borrower, and (f) during the continuation of an Event of Default, any other
Person approved by Agent.

"Environmental Actions" means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or
administrative proceeding, judgment, letter, or other communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials
from (a) any assets, properties, or businesses of any Borrower or any predecessor in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities
which received Hazardous Materials generated by any Borrower or any predecessor in interest.

"Environmental Law" means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code,
binding and enforceable guideline, binding and enforceable written policy or rule of common law now or hereafter in effect and in each case as amended, or any judicial or administrative interpretation
thereof, including any judicial or administrative order, consent decree or judgment, to the extent binding on Borrowers, relating to the environment, employee health and safety (to the extent it
regulates occupational exposure to Hazardous Materials), or Hazardous Materials, including CERCLA; RCRA; the Federal Water Pollution Control Act, 33 USC § 1251et
seq; the Toxic Substances Control Act, 15 USC, § 2601et seq;the Clean Air Act, 42 USC § 7401 et seq.; the Safe Drinking
Water Act, 42 USC. § 3803et seq.; the Oil Pollution Act of 1990,
33 USC. § 2701et seq.; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 USC. §
11001et seq.; the Hazardous Material Transportation Act, 49 USC § 1801et seq.; and the
Occupational Safety and Health Act, 29 USC. §651et seq.(to the extent it regulates occupational exposure to Hazardous Materials); any
state and local or foreign counterparts or equivalents, in each case as amended from time to time.

"Environmental Liabilities and Costs" means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages,
consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility
studies), fines, penalties, sanctions, and interest incurred as a result of

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any
claim or demand by any Governmental Authority or any third party, and which relate to any Environmental Action.

"Environmental Lien" means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs.

"Equipment" means all of Borrowers' now owned or hereafter acquired right, title, and interest with respect to "equipment" (as such term
is defined from time to time in the Code) and including without limitation, machinery, machine tools, motors, furniture, furnishings, fixtures, vehicles (including motor vehicles and trailers), tools,
parts, goods (other than consumer goods, farm products, or Inventory), wherever located, including (a) any interest of the Borrowers in any of the foregoing and (b) all attachments,
accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto.

"ERISA Affiliate" means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the
employees of a Borrower under IRC Section 414(b), (b) any trade or business
subject to ERISA whose employees are treated as employed by the same employer as the employees of a Borrower under IRC Section 414(c), (c) solely for purposes of Section 302 of
ERISA and Section 412 of the IRC, any organization subject to ERISA that is a member of an affiliated service group of which a Borrower is a member under IRC Section 414(m), or
(d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is a party to an arrangement with a Borrower and whose employees are
aggregated with the employees of a Borrower under IRC Section 414(o).

"ERISA Event" means (a) a Reportable Event with respect to any Benefit Plan or Multiemployer Plan, (b) the withdrawal of
Parent, any of its Subsidiaries or ERISA Affiliates from a Benefit Plan during a plan year in which it was a "substantial employer" (as defined in Section 4001(a)(2) of ERISA), (c) the
providing of notice of intent to terminate a Benefit Plan in a distress termination (as described in Section 4041(c) of ERISA), (d) the institution by the PBGC of proceedings to
terminate a Benefit Plan or Multiemployer Plan, (e) any event or condition (i) that provides a basis under Section 4042(a)(1), (2), or (3) of ERISA for the termination of,
or the appointment of a trustee to administer, any Benefit Plan or Multiemployer Plan, or (ii) that may result in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA,
(f) the partial or complete withdrawal within the meaning of Sections 4203 and 4205 of ERISA, of Parent, any of its Subsidiaries or ERISA Affiliates from a Multiemployer Plan, or
(g) providing any security to any Benefit Plan under Section 401(a)(29) of the IRC by Parent or its Subsidiaries or any of their ERISA Affiliates.

"Event of Default" has the meaning set forth inSection 8.

"Excess Availability" means as of any date of determination, if such date is a Business Day, and determined at the close of business on
the immediately preceding Business Day, if such date of determination is not a Business Day, the amount as determined by Agent at any time, in its Permitted Discretion equal to (a) the amount
of Advances available to Borrowers as of such time based upon the applicable lending formulas set forth inSection 2.1, subject to the sublimits,
Reserves Against Availability and other reserves from time to time established in accordance with this Agreement,minus(b) the amount of the
outstanding Obligations (including Letters of Credit but excluding Obligations with respect to Bank Products).

"Exchange Act" means the Securities Exchange Act of 1934, as in effect from time to time.

"Existing Lenders" means, individually and collectively, each of the lenders party to the Existing Loan Agreement.

"Existing Loan Agreement" has the meaning set forth in the preamble hereto.

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"Fast Trak" means Fast Trak, Inc., a Minnesota corporation.

"Fee Letter" means that certain fee letter, dated as of even date herewith, between Borrowers and Agent, in form and substance
satisfactory to Agent.

"FEIN" means Federal Employer Identification Number.

"Funding Date" means the date on which a Borrowing occurs.

"Funding Losses" has the meaning set forth in subsection 2.14(b)(ii).

"GAAP" means generally accepted accounting principles as in effect on the Balance Sheet Date in the United States, consistently applied,
unless, in accordance with the provisions ofSection 7.12, GAAP is adjusted to conform with Accounting Changes.

"General Intangibles" means all of Borrowers' now owned or hereafter acquired right, title, and interest with respect to general
intangibles and other personal property (including payment intangibles, contract rights, rights to payment, rights arising under common law, statutes, or regulations, choses or things in action,
goodwill, patents, trade names including, without limitation the trade names "Soundtrack", "Ultimate Electronics", "Fast Trak", and "Audio King", trademarks, servicemarks, copyrights, blueprints,
drawings, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment and other rights under any royalty or licensing agreements, infringement claims,
computer programs, information contained on computer disks or tapes, software, literature, reports, catalogs, money, deposit accounts, insurance premium rebates, tax refunds, and tax refund claims,
membership interests in limited liability companies and general partnership interests in general partnerships and limited and general partnership interests in limited partnerships), and any and all
supporting obligations in respect thereof, and any other personal property other than goods, Accounts, Investment Property, and Negotiable Collateral.

"Governing Documents" means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other
organizational or governing documents of such Person.

"Governmental Authority" means any foreign, federal, state, local, or other governmental or administrative body, instrumentality,
department, or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

"Guaranteed Pension Plan" means any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or
contributed to by any Borrower or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.

"Hazardous Materials" means (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws
or regulations as "hazardous substances," "hazardous materials," "hazardous wastes," "toxic substances," or any other formulation intended to define, list, or classify substances by reason of
deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or "EP toxicity", (b) oil, petroleum, or petroleum derived substances, natural gas,
natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources,
(c) any flammable substances or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels
of polychlorinated biphenyls in excess of 50 parts per million.

"Hedge Agreement" means any and all transactions, agreements, or documents now existing or hereafter entered into between Administrative
Borrower or its Subsidiaries and Wells Fargo or its Affiliates, which provide for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency
swap, cross currency rate swap, currency option, or any

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combination
of, or option with respect to, these or similar transactions, for the purpose of hedging Administrative Borrower's or its Subsidiaries' exposure to fluctuations in interest or exchange
rates, loan, credit exchange, security or currency valuations or commodity prices.

"Holdout Lender" has the meaning set forth inSection 15.2.

"Indebtedness" means, without duplication (a) all obligations of a Borrower for borrowed money, (b) all obligations of a
Borrower evidenced by bonds, debentures, notes, or other similar instruments (including obligations incurred in connection with the acquisition of property, assets or businesses) and all reimbursement
or other obligations of a Borrower in respect of letters of credit, bankers acceptances, interest rate swaps, or other financial products, (c) all obligations of a Borrower under Capital
Leases, (d) all obligations or liabilities of others secured by a Lien on any asset of a Borrower, irrespective of whether such obligation or liability is assumed, (e) all obligations of
a Borrower for the deferred purchase price of assets (other than trade debt incurred in the ordinary course of a
Borrower's business and repayable in accordance with customary trade practices), (f) all obligations of a Borrower under Synthetic Leases, (g) all sales by a Borrower of
(i) accounts or general intangibles for money due or to become due, (ii) chattel paper, instruments or documents creating or evidencing a right to payment of money or (iii) other
receivables (collectively "receivables"), whether pursuant to a purchase facility or otherwise, other than in connection with the disposition of the business operations of such Borrower relating
thereto or a disposition of defaulted receivables for collection and not as a financing arrangement, and together with any obligation of such Borrower to pay any discount, interest, fees, indemnities,
penalties, recourse, expenses or other amounts in connection therewith, (h) all obligations of a Borrower (an "equity related purchase obligation") to purchase, redeem, retire or otherwise
acquire for value any shares of Stock issued by such Borrower or any rights measured by the value of such Stock, (i) all obligations of a Borrower under any forward contract, futures contract,
swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency
exchange rates, commodities or other indices (a "derivative contract"), (j) all obligations in respect of Indebtedness of any other entity (including any partnership in which a Borrower is a
general partner) to the extent that a Borrower is liable therefor as a result of such Borrower's ownership interest in or other relationship with such entity based on the Governing Documents of such
entity or other documents governing such Borrower's ownership interest or other relationship with such entity, except to the extent that the terms of such Indebtedness provide that such Borrower is
not liable therefor and such terms are enforceable under applicable law, (k) all obligations, contingent or otherwise, of a Borrower guaranteeing, or having the economic effect of guarantying
or otherwise acting as surety for, any obligation of a type described in any of clauses (a) through (j) (the "primary obligation") of another Person (the "primary obligor"), in any
manner, whether directly or indirectly, and including, without limitation, any obligation of such Borrower (i) to purchase or pay (or advance or supply funds for the purchase of) any security
for the payment of such primary obligation, (ii) to purchase property, securities or services for the purpose of assuring the payment of such primary obligation, or (iii) to maintain
working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such primary obligation.

The
"amount" or "principal amount" of any Indebtedness at any time of determination
represented by (t) any Indebtedness, issued at a price that is less than the principal amount at maturity thereof, shall be the amount of the liability in respect thereof determined in
accordance with GAAP, (u) any Capital Lease shall be the principal component of the aggregate of the rental obligations under such Capital Lease payable over the term thereof that is not
subject to termination by the lessee, (v) any sale of receivables shall be the amount of unrecovered capital or principal investment of the purchaser (other than any Borrower or any of its
wholly owned Subsidiaries) thereof, excluding amounts representative of yield or interest earned on such investment, (w) any Synthetic Lease shall be the stipulated loss value, termination
value or other equivalent amount, (x) any derivative contract shall be

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the
maximum amount of any termination or loss payment required to be paid by such Person if such derivative contract were, at the time of determination, to be terminated by reason of any event of
default or early termination event thereunder, whether or not such event of default or early termination event has in fact occurred, (y) any equity related purchase obligation shall be the
maximum fixed redemption or purchase price thereof inclusive of any accrued and unpaid dividends to be comprised in such redemption or purchase price and (z) any guaranty or other contingent
liability referred to in clause (k) shall be an amount equal to the stated or determinable amount of the primary obligation in respect of which such guaranty or other contingent obligation is
made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good
faith.

"Indemnified Liabilities" has the meaning set forth inSection 11.3.

"Indemnified Person" has the meaning set forth inSection 11.3.

"Initial Loan Agreement" means that certain Loan and Security Agreement dated as of September 30, 1998, as amended and restated by
that certain Amended and Restated Loan and Security Agreement, dated as of November 24, 1998, and by that certain First Amendment to Amended and Restated Loan and Security Agreement, dated
September 24, 1999.

"Insolvency Proceeding" means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any
other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking
reorganization, arrangement, or other similar relief.

"Intangibles" means Ultimate Intangibles Corp., a Colorado corporation.

"Intercompany Subordination Agreement" means a subordination agreement executed and delivered by Borrowers and Agent, the form and
substance of which is satisfactory to Agent.

"Interest Period" means, with respect to each LIBOR Rate Loan, a period commencing on the date of the making of such LIBOR Rate Loan and
ending 1, 2, or 3 months thereafter;provided,however, that (a) if any Interest Period
would end on a day that is not a Business Day, such Interest Period shall be extended (subject to clauses (c)-(e) below) to the next succeeding Business Day, (b) interest shall accrue at the
applicable rate based upon the LIBOR Rate from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, (c) any Interest Period that
would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall
end on the next preceding Business Day, (d) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is 1, 2, or 3 months after the
date on which the Interest Period began, as applicable, and (e) Borrowers (or Administrative Borrower on behalf thereof) may not elect an Interest Period which will end after the Maturity Date.

"Inventory" means all Borrowers' now owned or hereafter acquired right, title, and interest with respect to "inventory" (as such term is
defined from time to time in the Code) and including without limitation, goods held for sale or lease or to be furnished under a contract of service, goods that are leased by a Borrower as lessor,
goods that are furnished by a Borrower under a contract of service, and all of Borrowers' now-owned or hereafter acquired raw materials, work in process, or materials used or consumed in a
Borrower's business including packing and shipping materials.

"Investment" means, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of
loans, guarantees, advances, transfers of property to, or capital contributions (excluding (a) commission, travel, and similar advances to officers and employees

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of
such Person made in the ordinary course of business, and (b) bona fide Accounts arising in the ordinary course of business consistent with past practices), purchases or other acquisitions
for consideration of Indebtedness or Stock, and any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. In determining the aggregate amount
of Investments outstanding at any particular time: (a) the amount of any Investment represented by a guaranty shall be taken at not less than the principal amount of the obligations guaranteed
and still outstanding; (b) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid;
(c) there shall be deducted in respect of each such Investment any amount received as a return of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or
liquidating distribution); (d) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except
that accrued interest included as provided in the foregoing clause (b) may be deducted when paid; and (e) there shall not be deducted from the aggregate amount of Investments any
decrease in the value thereof.

"Investment Property" means all of Borrowers' now owned or hereafter acquired right, title, and interest with respect to "investment
property" as that term is defined in the Code, and any and all supporting obligations in respect thereof.

"IRC" means the Internal Revenue Code of 1986, as in effect from time to time.

"Issuing Lender" means WFRF or any other Lender that, at the request of Administrative Borrower and with the written consent of Agent
agrees, in such Lender's sole discretion, to become an Issuing Lender for the purpose of issuing L/Cs or L/C Undertakings pursuant to Section 2.13.

"L/C" has the meaning set forth inSection 2.13.

"L/C Disbursement" means a payment made by the Issuing Lender pursuant to a Letter of Credit.

"L/C Undertaking" has the meaning set forth inSection 2.13.

"Lender" and "Lenders" have the respective meanings set forth in the preamble to this
Agreement, and shall include any other Person made a party to this Agreement in accordance with the provisions ofSection 14.1and the Accordion
Lenders identified onSchedule C-1to this Agreement.

"Lender Group" means, individually and collectively, each of the Lenders (including the Issuing Lender) and Agent.

"Lender Group Expenses" means all (a) costs or expenses (including taxes, and insurance premiums) required to be paid by a Borrower
under any of the Loan Documents that are paid or incurred by the Lender Group, (b) fees or charges actually paid or incurred by Agent in connection with the Lender Group's transactions with
Borrowers, including, fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, and UCC searches and including
searches with the patent and trademark office, the copyright office, or the department of motor vehicles), filing, recording, publication, appraisal (including periodic Collateral appraisals or
business valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in this Agreement, real estate surveys, real estate title policies and endorsements, and
environmental audits, (c) costs and expenses incurred by Agent in the disbursement of funds to or for the account of Borrowers (by wire transfer or otherwise), (d) charges paid or
incurred by Agent resulting from the dishonor of checks, (e) reasonable costs and expenses paid or incurred by the Agent to correct any default or enforce any provision of the Loan Documents,
or in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a
sale is consummated, (f) audit fees and expenses of Agent related to audit examinations of the Books to the extent of the fees and charges (and up to the amount of any limitation) contained in
this Agreement, (g) reasonable

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costs
and expenses of third party claims or any other suit paid or incurred by the Lender Group in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the
Loan Documents or the Lender Group's relationship with any Borrower or any guarantor of the Obligations, (h) Agent's reasonable fees and expenses (including attorneys fees) incurred in
advising, structuring, drafting, reviewing, syndicating, administering, amending or modifying the Loan Documents and any related document or instrument, and (i) Agent's reasonable fees and
expenses (including attorneys fees and consulting, accounting, appraisal, investment banking and similar professional fees and charges) incurred in terminating, enforcing (including attorneys fees and
expenses incurred in connection with a "workout," a "restructuring," or an Insolvency Proceeding concerning any Borrower or in exercising rights or remedies under the Loan Documents), or defending the
Loan Documents, irrespective of whether suit is brought, or in taking any Remedial Action concerning the Collateral.

"Lender-Related Person" means, with respect to any Lender, such Lender, together with such Lender's Affiliates, and the officers,
directors, employees, and agents of such Lender.

"Letter of Credit" means an L/C or an L/C Undertaking, as the context requires.

"Letter of Credit Usage" means, as of any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus100% of the amount of outstanding
time drafts accepted by an Underlying Issuer as a result of drawings under Underlying Letters of Credit.

"LIBOR Deadline" has the meaning set forth in subsection 2.14(b)(i).

"LIBOR Notice" means a written notice in the form ofExhibit L-1.

"LIBOR Option" has the meaning set forth in subsection 2.14(a).

"LIBOR Rate" means, for each Interest Period for each LIBOR Rate Loan, the rate per annum determined by Agent (rounded upwards, if
necessary, to the next 1/16%) bydividing(a) the Base LIBOR Rate for such Interest Period, by(b) 100% minus the
Reserve Percentage. The LIBOR Rate shall be adjusted on and as of the effective day of any change in the Reserve
Percentage.

"LIBOR Rate Loan" means each Advance (or portion of an Advance) that bears interest at a rate determined by reference to the LIBOR Rate.

"Lien" means any interest in an asset securing an obligation owed to, or a claim by, any Person other than the owner of the asset, whether
such interest shall be based on the common law, statute, or contract, whether such interest shall be recorded or perfected, and whether such interest shall be contingent upon the occurrence of some
future event or events or the existence of some future circumstance or circumstances, including the lien or security interest arising from a mortgage, deed of trust, encumbrance, pledge,
hypothecation, assignment, deposit arrangement, security agreement, adverse claim or charge, conditional sale or trust receipt, or from a lease, consignment, or bailment for security purposes and also
including reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting
Real Property.

"Loan Account" has the meaning set forth inSection 2.11.

"Loan Documents" means this Agreement, the Blocked Account Agreements, the Credit Card Agreements, all Control Agreements, the Pledge
Agreement, the Letters of Credit, the Mortgages, the Perfection Certificates, the Trademark Security Agreement, the Intercompany Subordination Agreement, any certificates (including without
limitation, the Borrowing Base Certificate and the Compliance Certificate) from time to time delivered by a Borrower pursuant to this Agreement or any other Loan Document, any Note or Notes (and any
allonges thereto) executed by a Borrower in connection with this Agreement and payable to a member of the Lender Group, Uniform Commercial

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Code
financing statements required under this Agreement, and any other agreement entered into, now or in the future, by any Borrower and the Lender Group in connection with this Agreement.

"Manufacturer Payables" means Indebtedness of any Borrower to the manufacturers, suppliers, providers, vendors or distributors of such
Borrower's Inventory incurred by such Borrower for the acquisition of such Inventory, which Indebtedness is not secured by any lien, security interest or encumbrance.

"Material Adverse Change" means (a) a material adverse change in the business, prospects, operations, results of operations,
assets, liabilities or condition (financial or otherwise) of Borrowers taken as a whole, (b) a material impairment of a Borrower's ability to perform its obligations under the Loan Documents to
which it is a party or of the Lender Group's ability to enforce the Obligations or realize upon the Collateral, or (c) a material adverse effect on the value of the Collateral or the amount
that Agent would be likely to receive (after giving consideration to delays in payment and costs of enforcement) in the liquidation of such Collateral, or (d) a material impairment of the
validity, enforceability, attachment, perfection or priority of the Agent's Liens with respect to the Collateral as a result of an action or failure to act on the part of a Borrower.

"Material Inventory Supplier" means any supplier, provider, manufacturer, vendor or distributor of a Borrower's Inventory from whom such
Borrower purchases directly or indirectly, two percent (2.00%) or more of the total Inventory purchased by such Borrower during any fiscal year.

"Maturity Date" means April 30, 2008.

"Maximum Amount" means (i) $100,000,000 prior to the Administrative Borrower's exercise of the Accordion Activation and
(ii) such amount as Agent, in accordance withSection 2.1(f)(iii)shall set forth on an amended Schedule C-1after the Administrative
Borrower's exercise of the Accordion Activation.

"Mortgages" means, individually and collectively, one or more mortgages, deeds of trust, or deeds to secure debt, executed and delivered
by a Borrower in favor of Agent, for the benefit of the Lender Group, in form and substance satisfactory to Agent, that encumber the Real Property Collateral and the related improvements thereto.

"Multiemployer Plan" means a "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA) to which Parent, any of its
Subsidiaries, or any ERISA Affiliate has contributed, or was obligated to contribute, within the past six years.

"Negotiable Collateral" means all of Borrowers' now owned and hereafter acquired right, title, and interest with respect to letters of
credit, letter of credit rights (whether or not in writing), instruments, promissory notes, drafts, documents, and chattel paper (including electronic chattel paper and tangible chattel paper), and
any and all supporting obligations in respect thereof.

"Net Liquidation Percentage" means, at any date of determination, the percentage of the Cost value of Borrowers' Eligible Inventory that
is estimated to be recoverable in an orderly liquidation of such Eligible Inventory, net of liquidation expenses, such percentage to be as determined from time to time by Agent in its Permitted
Discretion.

"Net Retail Liquidation Value" means, at any date of determination, the result (expressed in Dollars) of the Net Liquidation Percentage timesthe Cost value of Eligible
Inventory as of such date.

"Note" or "Notes" means one or more of the promissory notes issued pursuant to Section 2.1(g)to evidence the
Advances hereunder and substantially in the form of Exhibit N-1annexed hereto, as amended, endorsed or otherwise modified from time to time.

"Obligations" means all loans, Advances, debts, principal, interest (including any interest that, but for the provisions of the Bankruptcy
Code, would have accrued), contingent reimbursement obligations

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with
respect to outstanding Letters of Credit, premiums, liabilities (including all amounts charged to Borrowers' Loan Account pursuant hereto and all obligations arising out of or in connection with
Bank Products provided by any Agent-Related Persons), obligations, fees (including the fees provided for in the Fee Letter), charges, costs, Lender Group Expenses (including any fees or expenses that,
but for the provisions of the Bankruptcy Code, would have accrued), lease payments, guaranties, covenants, and duties of any kind and description owing by Borrowers to the Lender Group pursuant to or
evidenced by the Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and
including all interest not paid when due and all Lender Group Expenses that Borrowers are required to pay or reimburse by the Loan Documents, by law, or otherwise. Any reference in this Agreement or
in the Loan Documents to the Obligations shall include all amendments, changes, extensions, modifications, renewals replacements, substitutions, and supplements, thereto and thereof, as applicable,
both prior and subsequent to any Insolvency Proceeding.

"Organizational I.D. Number" means with respect to a Person, other than a natural person, the organizational identification number
assigned to such Person, if any, by the applicable governmental unit or agency of the jurisdiction of organization of such Person.

"Originating Lender" has the meaning set forth in subsection 14.1(e).

"Overadvance" has the meaning set forth inSection 2.4.

"Parent" has the meaning set forth in the preamble to this Agreement.

"Participant" has the meaning set forth in subsection 14.1(e).

"PBGC" means the Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having
similar responsibilities.

"Perfection Certificate" means the Representations and Warranties of Officers forms submitted by Administrative Borrower to Agent with
respect to each Borrower, together with Borrowers' completed responses to the inquiries set forth therein, the form and substance of such responses to be satisfactory to Agent.

"Permitted Discretion" means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured
asset-based lender) business judgment.

"Permitted Investments" means (a) Investments in Cash Equivalents, (b) Investments in negotiable instruments for collection,
(c) advances made in connection with purchases of goods or services in the ordinary course of business, (d) Investments by any Borrower in any other Borrower providedthat if any such
Investment is in the form of Indebtedness, such Indebtedness investment shall be subject to the terms and conditions of the
Intercompany Subordination Agreement, and (e) so long as no Default or Event of Default has occurred or would result therefrom, loans and advances by Borrowers to Persons provided that the
aggregate outstanding principal amount of all such advances and loans may not at any time exceed $500,000.

"Permitted Liens" means (a) Liens held by Agent for the benefit of Agent and the Lenders, (b) Liens for unpaid taxes that
either (i) are not yet due and payable, or (ii) are the subject of Permitted Protests, (c) Liens set forth on Schedule P-1, (d) the interests of lessors under operating leases,
(e) purchase money Liens or the interests of lessors
under Capital Leases to the extent that such Liens or interests secure Permitted Purchase Money Indebtedness or the acquisition or lease of the underlying asset is permitted under Section 7.23and
so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof and only secures the purchase
price of the asset, (f) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of
Borrowers' business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet due and

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payable,
or (ii) are the subject of Permitted Protests, (g) Liens arising from deposits made in connection with obtaining worker's compensation or other unemployment insurance,
(h) Liens or deposits to secure performance of bids, tenders, or leases (to the extent permitted under this Agreement) incurred in the ordinary course of Borrowers' business and not in
connection with the borrowing of money, (i) Liens arising by reason of security for surety or appeal bonds in the ordinary course of Borrowers' business, (j) Liens of or resulting from
any judgment or award that would not cause a Material Adverse Change and as to which the time for the appeal or petition for rehearing of which has not yet expired, or in respect of which a Borrower
is in good faith prosecuting an appeal or proceeding for a review and in respect of which a stay of execution pending such appeal or proceeding for review has been secured, (k) Liens with
respect to the Real Property Collateral that are exceptions to the commitments for title insurance issued in connection with the Mortgages, as accepted by Agent, and (l) with respect to any
Real Property that is not part of the Real Property Collateral, easements, covenants, rights of way, and zoning restrictions that do not materially interfere with or impair the use or operation
thereof by Borrowers.

"Permitted Protest" means the right of the applicable Borrower to protest any Lien (other than any such Lien that secures the
Obligations), taxes (other than payroll taxes or taxes that are the subject of a United States federal tax lien), or rental payment, provided that (a) a reserve with respect to such obligation
is established on the Books in an amount that is reasonably satisfactory to Agent, (b) any such protest is instituted promptly and prosecuted diligently by the applicable Borrower in good
faith, and (c) Agent is satisfied that, while any such protest is pending, there will be no impairment of the enforceability, validity, or priority of any of the Agent's Liens.

"Permitted Purchase Money Indebtedness" means, as of any date of determination, Purchase Money Indebtedness incurred after the Closing
Date in an aggregate amount outstanding at any one time not in excess of $1,000,000. In no event shall Permitted Purchase Money Indebtedness include Indebtedness incurred for the purpose of financing
all or any part of the acquisition cost of any Inventory.

"Person" means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability
partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and any Governmental Authority.

"Personal Property Collateral" means all Collateral other than Real Property.

"Pledge Agreement" means the amended and restated and consolidated master securities pledge agreement executed and delivered by each
Borrower and Agent, the form and substance of which is satisfactory to Agent.

"Projections" means Parent's forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow
statements, all prepared on a consistent basis with Parent's historical financial statements, together with appropriate supporting details and a statement of underlying assumptions.

"Pro Rata Share" means:



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"Purchase Money Indebtedness" means Indebtedness (other than the Obligations, but including Capital Lease Obligations) incurred at the
time of, or within 20 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof.

"Real Estate Advance Amount" means at any date of determination, 60% of the Appraised Fair Market Value of the Thornton Colorado Facility.

"Real Property" means any estates or interests in real property now owned or hereafter acquired by any Borrower and the improvements
thereto.

"Real Property Collateral" means the parcel or parcels of Real Property identified on Schedule R-1, including without limitation, the Thornton Colorado Facility,
and any Real Property hereafter acquired by a Borrower
and pledged as security for the Obligations.

"Record" means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable
in perceivable form.

"Reference Period" means the period of twelve (12) consecutive months calculated on a trailing twelve (12) month basis of a
Person ending on the relevant date,provided however, for any month ending prior to February 1, 2005, the Reference Period for purposes of
calculating EBITDA shall be a period commencing on the Closing Date and ending as of the end of such applicable month set forth inSection 7.22.

"Remedial Action" means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any
way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or endanger or
threaten to endanger public health or welfare or the indoor or outdoor environment, (c) perform any pre-remedial studies, investigations, or post-remedial operation and
maintenance activities, or (d) conduct any other actions authorized by 42 USC § 9601.

"Replacement Lender" has the meaning set forth inSection 15.2.

"Report" has the meaning set forth inSection 16.20.

"Reportable Event" means any of the events described in Section 4043(c) of ERISA or the regulations thereunder other than a
Reportable Event as to which the provision of 30 days notice to the PBGC is waived under applicable regulations.

"Required Lenders" means, at any time, Lenders whose Pro Rata Shares aggregate 51% or more of the Commitments, or if the Commitments have
been terminated irrevocably, 51% or more of the Obligations then outstanding.

"Retail" means the Cost of Inventory divided by the Cost Factor.

"Reserve Percentage" means, on any day, for any Lender, the maximum percentage prescribed by the Board of Governors of the Federal Reserve
System (or any successor Governmental Authority) for determining the reserve requirements (including any basic, supplemental, marginal, or emergency

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reserves)
that are in effect on such date with respect to eurocurrency funding (currently referred to as "eurocurrency liabilities") of that Lender, but so long as such Lender is not required or
directed under applicable regulations to maintain such reserves, the Reserve Percentage shall be zero.

"Reserves Against Availability" means such reserves as Agent, from time to time determines in its Permitted Discretion as being
appropriate to reflect impediments to Lender Group's ability to realize upon the Collateral.

"Revolver Usage" means, as of any date of determination, the sum of (a) the then extant amount of outstanding Advances, plus(b) the then extant amount of the
Letter of Credit Usage.

"Risk Participation Liability" means, as to each Letter of Credit, all reimbursement obligations of Borrowers to the Issuing Lender with
respect to an L/C Undertaking, consisting of (a) the amount available to be drawn or which may become available to be drawn, (b) all amounts that have been paid by the Issuing Lender to
the Underlying Issuer to the extent not reimbursed by Borrowers, whether by the making of an Advance or otherwise, and (c) all accrued and unpaid interest, fees, and expenses payable with
respect thereto.

"Seasonal Period" means, during each calendar year, the period from and after April 1 up to and including June 30.

"SEC" means the United States Securities and Exchange Commission and any successor thereto.

"Securities Account" means a "securities account" as that term is defined in the Code.

"Settlement" has the meaning set forth in subsection 2.2(f)(i).

"Settlement Date" has the meaning set forth in subsection 2.2(f)(i).

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"Solvent" means, with respect to any Person on a particular date, that such Person is not insolvent (as such term is defined in the
Uniform Fraudulent Transfer Act).

"Stock" means all shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in a
Person, whether voting or nonvoting, including common stock, preferred stock, or any other "equity security" (as such term is defined in Rule 3a11-1 of the General Rules and
Regulations promulgated by the SEC under the Exchange Act).

"Subsidiary" of a Person means a corporation, partnership, limited liability company, or other entity in which that Person directly or
indirectly owns or controls the shares of Stock having ordinary voting power to elect a majority of the board of directors (or appoint other comparable managers) of such corporation, partnership,
limited liability company, or other entity. For the avoidance of doubt, the Ultimate Electronics Children's Foundation shall not be considered a Subsidiary.

"Swing Lender" means WFRF or any other Lender that, at the request of Administrative Borrower and with the written consent of Agent
agrees, in such Lender's sole discretion, to become the Swing Lender hereunder.

"Swing Loan" has the meaning set forth in subsection 2.2(d)(i).

"Synthetic Lease" means any lease of goods or other property, whether real or personal, which is treated as an operating lease under GAAP
and as a loan or financing for U.S. income tax purposes.

"Thornton Colorado Facility" means Parent's facility at 321 West 84th Avenue, Thornton, Colorado, consisting of the
headquarters of Parent, a warehouse of Parent, and a retail store of Parent.

"Trademark Security Agreement" means the trademark security agreement executed and delivered by Parent and Agent, the form and substance
of which is satisfactory to Agent.

"Type of Organization" means with respect to a Person other than a natural person, the kind or type of entity by which such Person is
organized, such as corporation, limited partnership or limited liability company.

"Underlying Issuer" means a third Person which is the beneficiary of an L/C Undertaking and which has issued a letter of credit at the
request of the Issuing Lender for the benefit of Borrowers.

"Underlying Letter of Credit" means a letter of credit that has been issued by an Underlying Issuer.

"Voidable Transfer" has the meaning set forth inSection 17.7.

"Wells Fargo" means Wells Fargo Bank, National Association, a national banking association.

"WFRF" means Wells Fargo Retail Finance, LLC, a Delaware limited liability company.

1.2Accounting Terms.All accounting terms not specifically
defined herein shall be construed in accordance with GAAP applied on a consistent basis by the accounting entity to which they refer. When used herein, the term "financial statements" shall include
the notes and schedules thereto. Whenever the term "Borrowers" or the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its
Subsidiaries on a consolidated basis unless the context clearly requires otherwise.

1.3Code.Any terms used in this Agreement that are defined in
the Code shall be construed and defined as set forth from time to time in the Code unless otherwise defined herein, with the term "instrument" being that defined under Article 9 of the Code.

1.4Construction.Unless the context of this Agreement or any
other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms "including," "include" and "includes" are not
limiting, and the term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "and/or." The words

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"hereof,"
"herein," "hereby," "hereunder," and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to
any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise
specified. Any reference in this Agreement or in the other Loan Documents to any agreement, instrument, or document shall include all alterations, amendments, restatements, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any reference herein to any Person shall be construed to include such Person's successors and
assigns. Any requirement of a writing contained herein or in the other Loan Documents shall be satisfied by the transmission of a Record and any Record transmitted shall constitute a representation
and warranty as to the accuracy and completeness of the information contained therein. This Agreement and the other Loan Documents may use several different limitations, tests or measurements to
regulate the same or similar matters. All such limitations, tests and measurements are, however, cumulative and are to be performed in accordance with the terms thereof. Text which is shown in italics(except for parenthesized italicized text), shown inbold, shown IN ALL CAPITAL LETTERS, or in
any combination of the foregoing, shall be deemed to be conspicuous. The words "may not" are prohibitive and not permissive. Any reference to a Person's "knowledge" (or words of similar import) are to
such Person's knowledge assuming that such Person has undertaken reasonable and diligent investigation with respect to the subject of such "knowledge" (whether or not such investigation has actually
been undertaken).

1.5Schedules and Exhibits.All of the schedules and exhibits
attached to this Agreement shall be deemed incorporated herein by reference.

1.6The Term "Borrower" or "Borrowers".Unless otherwise
specifically provided herein, all references to "Borrower" or "Borrowers" herein shall refer to and include each Borrower separately and all representations contained herein shall be deemed to be
separately made by each of them, and each of the covenants, agreements and obligations set forth herein shall be deemed to be the joint and several covenants, agreements and obligations of them. Any
notice, request, consent, report or other information or agreement delivered to Agent or any other member of the Lender Group by any Borrower shall be deemed to be ratified by, consented to and also
delivered by each other Borrower. Each Borrower recognizes and agrees that each covenant and agreement of "Borrower" or "Borrowers" under this Agreement and the other Loan Documents shall create a
joint and several obligation of the Borrowers, which may be enforced against Borrowers, jointly or against each Borrower separately. Without limiting the terms of this Agreement and the other Loan
Documents, security interests, assets and collateral shall extend to the properties, interests, assets and collateral of each Borrower. Similarly, the term "Obligations" shall include, without
limitation, all obligations, liabilities and indebtedness of such entities, or any one of them, to any member the Lender Group, whether such obligations, liabilities and indebtedness shall be joint,
several, joint and several or individual. Unless otherwise specified in this Agreement, the parties hereto anticipate that any notice, request, consent, report or other information or agreement to be
delivered in connection with this Agreement by Borrowers to Agent will be executed by Parent as Administrative Borrower, on behalf of Borrowers, and that any such notice, request, consent, report or
other information or agreement delivered to Agent and executed by Parent shall be deemed to be executed by Parent on behalf of all the Borrowers. In addition, unless otherwise specified in this
Agreement, the parties hereto anticipate that any advances made hereunder by any member of the Lender Group to Borrowers shall be disbursed directly to Parent.

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2.LOAN AND TERMS OF PAYMENT.

2.1Advances.





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2.2Borrowing Procedures and Settlements.



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2.3Payments.



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2.4Overadvances.If, at any time or for any reason, the amount
of Obligations (other than Obligations with respect to Bank Products) owed by Borrowers to the Lender Group pursuant toSections 2.1and 2.13is greater
than either the Dollar or percentage limitations set forth inSection 2.1or 2.13, (an "Overadvance"),
Borrowers immediately shall pay to Agent, in cash, the amount of such excess,
which amount shall be used by Agent to reduce the Obligations in accordance with the priorities set forth in subsection 2.3(c). In addition, Borrowers hereby promise to pay the Obligations (including
principal, interest, fees, costs, and expenses) in Dollars in full to the Lender Group as and when due and payable under the terms of this Agreement and the other Loan Documents.

2.5Interest Rates and Letter of Credit Fee: Rates, Payments, and
Calculations.



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2.6Credit Card Collections.



2.7Depository Accounts.Annexed hereto is Schedule 2.7which describes all present
depository accounts of each Borrower, which schedule includes, with respect to each such depository
account (i) the name and address of that depository; (ii) the account number(s) maintained with such depository; and (iii) a contact person at such depository. In addition, the
following depository accounts have been or will be established (and are referred to herein):



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2.8Collections.



2.9Crediting Payments; Float Charge.The receipt of any payment
item by Agent (whether from transfers to Agent by the depository account banks or Concentration Account Bank or otherwise) shall be applied provisionally to reduce the Obligations outstanding under Section 2.1, but shall not be considered a payment on account unless such payment item is a wire transfer of immediately available federal funds
made to the Agent's Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrowers shall be
deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Agent only if
it is received into the Agent's Account on a Business Day on or before 2:00 p.m. (Boston, Massachusetts time). If any payment item is received into the Agent's Account on a
non-Business Day or after 2:00 p.m. (Boston, Massachusetts time) on a Business Day, it shall be deemed to have been received by Agent as of the opening of business on the
immediately following Business Day. Agent shall be entitled to charge Borrowers for one-half of one (1) Business Day of "clearance' or "float' at the rate applicable to LIBOR Rate
Loans underSection 2.5on all Collections that are received by Agent (regardless of whether forwarded by the depository account banks or the
Concentration Account Bank to Agent). This across-the-board one-half of one (1) Business Day clearance or float charge on all Collections is acknowledged by
the parties to constitute an integral aspect of the pricing of the financing of Borrowers and shall apply irrespective of whether or not there are any outstanding monetary Obligations; the effect of
such clearance or float charge being the equivalent of charging one-half of one (1) Business Day of interest on such Collections. The parties acknowledge and agree that the economic
benefit of the foregoing provisions of thisSection 2.9shall be for the exclusive benefit of Agent.

2.10Designated Account.Agent is authorized to make the
Advances, and Issuing Lender is authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person,
or without instructions if pursuant to subsection 2.5(d). Administrative Borrower agrees to establish and maintain the Designated Account with the Designated Account Bank for the purpose of receiving
the proceeds of the Advances

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requested
by Borrowers and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and Administrative Borrower, any Advance, Agent Advance, or Swing Loan requested by Borrowers and
made by Agent or the Lenders hereunder shall be made to the Designated Account.

2.11Maintenance of Loan Account; Statements of
Obligations.Agent shall maintain an account on its books in the name of Borrowers (the "Loan Account") on which
Borrowers will be charged with all Advances (including Agent Advances and Swing Loans) made by Agent, Swing Lender, or the Lenders to Borrowers or for Borrowers' account, the Letters of Credit issued
by Issuing Lender for Borrowers' account, and with all other payment Obligations hereunder or under the other Loan Documents, including accrued interest, fees and expenses, and Lender Group Expenses.
In accordance withSection 2.9, the Loan Account will be credited with all payments received by Agent from Borrowers or for Borrowers' account,
including all amounts received in the Agent's Account from any depository account bank or Concentration Account Bank. Agent shall render statements regarding the Loan Account to Administrative
Borrower, including principal, interest, fees, and including an itemization of all charges and expenses constituting Lender Group Expenses owing, and such statements shall be conclusively presumed to
be correct and accurate and constitute an account stated between Borrowers and the Lender Group unless, within 30 days after receipt thereof by Administrative Borrower, Administrative Borrower
shall deliver to Agent written objection thereto describing the error or errors contained in any such statements.

2.12Fees.Borrowers shall pay to Agent the following fees and
charges, which fees and charges shall be non-refundable when paid (irrespective of whether this Agreement is terminated thereafter) and shall be apportioned among the Lenders in accordance
with the terms of letter agreements between Agent and individual Lenders:



2.13Letters of Credit.



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2.14LIBOR Option.



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2.15Capital Requirements.If, after the date hereof, any Lender
determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation
or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or
directive of any such entity regarding capital adequacy (whether or not having the force of law), will have the effect of reducing the return on such Lender's or such holding company's capital as a
consequence of such Lender's Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into
consideration such Lender's or such holding company's
then existing policies with respect to capital adequacy and assuming the full utilization of such entity's capital) by any amount deemed by such Lender to be material, then such Lender may notify
Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction
is determined, payable within 90 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender's calculation thereof and the assumptions
upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution
methods.

2.16Joint and Several Liability of Borrowers; Rights of
Contribution.



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3.CONDITIONS; TERM OF AGREEMENT.

3.1Conditions Precedent to the Effectiveness of this
Agreement.The effectiveness of this Agreement is subject to the fulfillment, to the satisfaction of Agent, of each of the conditions precedent set forth below:



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3.2Conditions Precedent to all Extensions of Credit.The
obligation of the Lender Group (or any member thereof) to make any Advance (or to extend any other credit hereunder) shall be subject to the following conditions precedent:



3.3Term.This Agreement shall become effective upon the
execution and delivery hereof by Borrowers, Agent, and the Lenders and shall continue in full force and effect for a term ending on the Maturity Date. The foregoing notwithstanding, the Lender Group,
upon the election of the Required Lenders, shall have the right to terminate its obligations under this Agreement immediately and without notice upon the occurrence and during the continuation of an
Event of Default.

3.4Effect of Termination.On the date of termination of this
Agreement, all Obligations (including contingent reimbursement obligations of Borrowers with respect to any outstanding Letters of Credit and Obligations with respect to Bank Products) immediately
shall become due and payable without notice or demand (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Commitment in an
amount equal to 110% of the then extant Letter of Credit Usage, (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral to be
held by Agent for the benefit of Wells Fargo or its Affiliates with respect to the then extant Obligations with respect to Bank Products). No termination of this Agreement, however, shall relieve or
discharge Borrowers of their duties, Obligations, or covenants hereunder and the Agent's Liens in the Collateral shall remain in effect until all Obligations have been fully and finally discharged and
the Lender Group's obligations to provide additional credit hereunder have been terminated. When this Agreement has been terminated and all of the Obligations have been fully and finally discharged
and the Lender Group's obligations to provide additional credit under the Loan Documents have been terminated irrevocably, the Agent's Liens shall automatically terminate and be of no further force
and effect, and Agent will, at Borrowers' sole expense, execute and deliver any UCC termination statements, lien releases, mortgage releases, re-assignments of trademarks, discharges of
security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, the Agent's Liens and all notices of
security interests and liens previously filed by Agent with respect to the Obligations.

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3.5Early Termination by Borrowers.Borrowers have the option,
at any time upon 90 days prior written notice by Administrative Borrower to Agent, to terminate this Agreement by paying to Agent, for the benefit of the Lender Group, in cash, the Obligations
(including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Commitment in an amount equal to 110% of the then extant Letter of Credit
Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender and (b) providing cash collateral to be held by the Agent for the benefit of Wells Fargo or its
Affiliates with respect to the then extant Obligations with respect to Bank Products), in full, together with the Applicable Prepayment Premium (to be allocated based upon letter agreements between
Agent and individual Lenders). If Administrative Borrower has sent a notice of termination pursuant to the provisions of thisSection 3.5, then
the Commitments shall terminate and Borrowers shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those
Lenders with a Commitment in an amount equal to 110% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender and
(b) providing cash collateral to be held by the Agent for the benefit of Wells Fargo or its Affiliates with respect to the then extant Obligations with respect to Bank Products), in full,
together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of
the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon
the election of the Required Lenders to terminate after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency
Proceeding, or (d) restructure, reorganization or compromise of the Obligations by the confirmation of a plan of reorganization, or any other plan of compromise, restructure, or arrangement in
any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result
of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Lender Group, Borrowers shall pay the Applicable
Prepayment Premium to Agent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination. Anything herein to the contrary
notwithstanding, no Applicable Prepayment Premium shall be payable if termination occurs and in connection with such termination the Obligations are refinanced by WFRF, any Affiliate of WFRF, or any
successor thereto.

4.CREATION OF SECURITY INTEREST.

4.1Grant of Security Interest.Each Borrower hereby grants to
Agent, for the benefit of the Lender Group and any other holder of Obligations, a continuing security interest in, and so pledges and assigns to Agent, for the benefit of Lender Group and any other
holder of Obligations, all of its right, title, and interest in all currently existing and hereafter acquired or arising Collateral in order to secure prompt repayment of any and all of the
Obligations in accordance with the terms and conditions of the Loan Documents and in order to secure prompt performance by Borrowers of each of their covenants and duties under the Loan Documents. The
Agent's Liens in and to the Collateral shall attach to all Collateral without further act on the part of Agent or Borrowers except that Agent acknowledges that the attachment of its security interest
in any commercial tort claim as original collateral is subject to Borrowers' compliance with subsection 4.5(e). Anything contained in this Agreement or any other Loan Document to the contrary
notwithstanding, except for transactions permitted bySection 7.4, Borrowers have no authority, express or implied, to dispose of any item or
portion of the Collateral.

4.2Authorization to File Financing Statements.Each Borrower
hereby irrevocably authorizes Agent at any time and from time to time to file in any filing office in any Code jurisdiction any initial financing statements and amendments thereto that
(a) indicate the Collateral (i) as all assets of such Borrower or words of similar effect, regardless of whether any particular asset comprised in the

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Collateral
falls within the scope of Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) provide any other
information required by part 5 of Article 9 of the Code or such other jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including
(i) whether such Borrower is an organization, the type of organization and any organizational identification number issued to such Borrower and, (ii) in the case of a financing statement
filed as a fixture filing, a sufficient description of Real Property to which the Collateral relates. Each Borrower agrees to furnish any such information to Agent promptly upon request. Each Borrower
also ratifies its authorization for Agent to have filed in any Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

4.3Negotiable Collateral.In the event that any Collateral,
including proceeds, is evidenced by or consists of Negotiable Collateral, and if and to the extent that perfection or priority of Agent's security interest is dependent on or enhanced by possession,
the applicable Borrower, immediately upon the request of Agent, shall endorse and deliver physical possession of such Negotiable Collateral to Agent.

4.4Collection of Accounts, General Intangibles, and Negotiable
Collateral.At any time after the occurrence and during the continuation of an Event of Default Agent or Agent's designee may (a) notify Account Debtors of
Borrowers that the Accounts, chattel paper, or General Intangibles have been assigned to Agent or that Agent has a security interest therein, or (b) collect the Accounts, chattel paper, or
General Intangibles directly and charge the collection costs and expenses to the Loan Account. Each Borrower agrees that it will hold in trust for the Lender Group, as the Lender Group's trustee, any
Collections that it receives and immediately will deliver said Collections to Agent in their original form as received by the applicable Borrower.

4.5Other Actions.Further to insure the attachment, perfection
and first priority of, and the ability of the Agent to enforce Agent's Liens, each Borrower agrees, in each case at the Borrowers' expense, to take the following actions with respect to the following
Collateral and without limitation on the Borrowers' other obligations contained in this Agreement:



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4.6Delivery of Additional Documentation Required; Lien
Perfection.Each Borrower further agrees, upon the request of Agent and at Agent's option, to take any and all other actions as Agent may reasonably determine to
be necessary or useful for the attachment, perfection and first priority of, and the ability of Agent to enforce, Agent's Lien in any and all of the Collateral, including (a) executing,
delivering and, where appropriate, filing financing statements and amendments relating thereto under the Code, to the extent, if any, that such Borrower's signature thereon is required therefor,
(b) causing Agent's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of Agent
to enforce, Agent's security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such
provision is a condition to attachment, perfection or priority of, or ability of Agent to enforce, Agent's security interest in such Collateral, (d) use its best efforts obtaining governmental
and other third party waivers, consents and approvals, in form and substance reasonably satisfactory to Agent, including any consent of any licensor or other person obligated on Collateral,
(e) obtaining waivers or consents from mortgagees and landlords or lessors in form and substance satisfactory to Agent,providedthat to the
extent the Borrower is unable to obtain waivers from landlords or lessors with respect to any (i) distribution center, Inventory at such location shall not be deemed Eligible Inventory and
(ii) location where any Person benefits from a Lien or trust over Collateral as set forth inSection 2.1(c), the Agent may establish
Reserves Against

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Availability
as set forth inSection 2.1(c), (f) creating and perfecting Liens in favor of Agent in any Real Property acquired after the
Closing Date, and (g) taking all actions under any earlier versions of the Code or under any other law, as reasonably determined by Agent to be applicable in any relevant Code or other
jurisdiction, including any foreign jurisdiction. Each Borrower hereby ratifies its authorization for Agent to have filed in any jurisdiction any like additional documents if filed prior to the date
hereof. The parties agree that a photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. In
addition, on such periodic basis as Agent shall require, Borrowers shall (a) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated
by Borrowers during the prior period (unless such Borrower determines that such patentable, copyrightable, or trademarkable materials are not material to the conduct of its business), (b) cause
all patents, copyrights, and trademarks acquired or generated by Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently
prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrowers' ownership thereof (unless such Borrower determines that such patent,
copyright or trademark is not material to the conduct of its business), and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to
identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder and otherwise execute and deliver at Agent's request appropriate security documents with
respect to such patents, copyrights and trademarks (in each case, unless such Borrower determines that such patent, copyright or trademark is not material to the conduct of its business).

4.7Power of Attorney.Each Borrower hereby irrevocably makes,
constitutes, and appoints Agent (and any of Agent's officers, employees, or agents designated by Agent) as such Borrower's true and lawful attorney, with power to (a) if such Borrower refuses
to, or fails timely to execute and deliver any of the documents describedSection 4.6, sign the name of such Borrower on any of the documents
described inSection 4.6, (b) at any time that an Event of Default has occurred and is continuing or Agent, in its reasonable credit
judgment as an asset-based lender, deems itself insecure, sign such Borrower's name on any invoice or bill of lading relating to the Collateral, drafts against Account Debtors, or notices to
Account Debtors, (c) send requests for verification of Accounts, (d) at any time that an Event of Default has occurred or is continuing endorse such Borrower's name on any Collection
item that may come into the Lender Group's possession, (e) at any time that an Event of Default has occurred and is continuing or Agent in its reasonable credit judgment as an asset based
lender deems itself insecure, notify the post office authorities to change the address for delivery of Borrowers' mail to an address designated by Agent, to receive and open all mail addressed to
Borrowers, and to retain all mail relating to the Collateral and forward all other mail to Borrowers, (f) at any time that an Event of Default has occurred and is continuing or Agent in its
reasonable credit judgment as an asset based lender deems itself insecure, make, settle, and adjust all claims under such Borrower's policies of insurance and make all determinations and decisions
with respect to such policies of insurance, and (g) at any time that an Event of Default has occurred and is continuing, settle and adjust disputes and claims respecting the Accounts, chattel
paper, or General Intangibles directly with Account Debtors, for amounts and upon terms that Agent determines to be reasonable, and Agent may cause to be executed and delivered any documents and
releases that Agent determines to be necessary. The appointment of Agent as each Borrower's attorney, and each and every one of its rights and powers, being coupled with an interest, is irrevocable
until all of the Obligations have been fully and finally repaid and performed and the Lender Group's obligations to extend credit hereunder are terminated.

4.8Right to Inspect.Agent (through any of its respective
officers, employees, or agents) shall have the right, from time to time hereafter to inspect the Books and to check, test, and appraise the Collateral in order to verify Borrowers' financial condition
or the amount, quality, value, condition of, or any other matter relating to, the Collateral.

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4.9Control Agreements.Each Borrower agrees that it will not
transfer assets out of any Securities Accounts other than as permitted underSection 7.18and, if to another securities intermediary, unless each
of the applicable Borrower, Agent, and the substitute securities intermediary have entered into a Control Agreement, if such a Control Agreement is required by Agent. No arrangement contemplated
hereby or by any Control Agreement in respect of any Securities Accounts or other Investment Property shall be modified by Borrowers without the prior written consent of Agent. Upon the occurrence and
during the continuance of an Event of Default, Agent may notify any securities intermediary to liquidate the applicable Securities Account or any related Investment Property maintained or held thereby
and remit the proceeds thereof to the Agent's Account. No arrangement contemplated hereby or by any Control Agreement or Blocked Account Agreement shall be modified by Borrower without the prior
written consent of Agent.

5.REPRESENTATIONS AND WARRANTIES.

In
order to induce the Lender Group to enter into this Agreement, each Borrower makes the following representations and warranties to the Lender Group which shall be true, correct, and
complete, in all material respects, as of the date hereof, and shall be true, correct, and complete, in all material
respects, as of the Closing Date, and at and as of the date of the making of each Advance (or other extension of credit) made thereafter, as though made on and as of the date of such Advance (or other
extension of credit) (except to the extent that such representations and warranties relate solely to an earlier date) and such representations and warranties shall survive the execution and delivery
of this Agreement:

5.1No Encumbrances.Each Borrower (a) owns all of the
assets reflected in the consolidated balance sheet of the Parent and its Subsidiaries as at the Balance Sheet Date or acquired since that date (except property and assets sold or otherwise disposed of
in the ordinary course of business since that date), subject to no Liens or other rights of others, except Permitted Liens and (b) has good and indefeasible title to all of the property
comprising the Collateral and the Real Property, free and clear of Liens except for Permitted Liens. None of the Collateral constitutes, or is the proceeds of, "farm products" as defined in
§9-102(a)(34) of the Code. No Account Debtor or other Person obligated on any of the Collateral that is a governmental authority covered by the Federal Assignment of Claims Act
or like federal, state or local statute or rule in respect of such Collateral has any single Account in an amount equal to or greater than $25,000 and all Accounts from governmental authorities are
equal to or less than $100,000 in the aggregate. No Borrower holds any commercial tort claim except as indicated on its Perfection Certificates and set forth on Schedule C-2hereto (as may be
updated from time to time with the written consent of the Agent). All other information set forth on
the Perfection Certificates pertaining to the Collateral is accurate and complete as of the date hereof. There has been no change in any of such information since the date on which the Perfection
Certificates were signed by Borrowers except as otherwise permitted under this Agreement.

5.2Eligible Accounts.The Eligible Accounts are bona fide
existing obligations created by the sale and delivery of Inventory or the rendition of services to Account Debtors in the ordinary course of a Borrower's business, unconditionally owed to such
Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation, other than the Borrowers' standard return policy which has been provided to the Agent. The property
giving rise to such Eligible Accounts has been delivered to the Account Debtor, or to the Account Debtor's agent for immediate shipment to and unconditional acceptance by the Account Debtor. Such
Borrower has not received notice of actual or imminent bankruptcy, insolvency, or material impairment of the financial condition of any Account Debtor regarding any Eligible Credit Card Receivables.

5.3Eligible Inventory.All Eligible Inventory is of good and
merchantable quality, and to the knowledge of Borrower free from defects.

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5.4Equipment.All of the Equipment is used or held for use in
Borrowers' business and is fit for such purposes.

5.5Location of Inventory and Equipment.The Inventory and
Equipment are not stored with a bailee, warehouseman, or similar party (without Agent's prior written consent) and are located only at the locations identified on Schedule 5.16(as may be updated
from time to time with the written consent of the Agent) or otherwise permitted by Section 6.10(as may be updated from time to time with the written consent of the Agent).

5.6Inventory Records.Each Borrower keeps correct and accurate
records itemizing and describing the type, quality, and quantity of its Inventory and the book value thereof.

5.7Location of Chief Executive Office; FEIN; Organizational I.D. Number; Names;
Status.The chief executive office of each Borrower is located at the address indicated inSchedule 5.7,
each Borrower's FEIN is identified inSchedule 5.7(as may be updated from time to time with the written consent of the Agent), each Borrower's
state of organization, Type of Organization and Organizational I.D. Number is set forth onSchedule 5.7(as may be updated from time to time with
the written consent of the Agent), and the exact legal name of each Borrower is set forth onSchedule 5.7(as may be updated from time to time
with the written consent of the Agent).

5.8Due Organization and Qualification; Subsidiaries



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5.9Due Authorization; No Conflict.As to each Borrower, the
execution, delivery, and performance by such Borrower of this Agreement and the Loan Documents to which it is a party and the transactions contemplated hereby are within the corporate (or other
equivalent company) authority of such Borrower and have been duly authorized by all necessary action on the part of such Borrower.



5.10Litigation.Other than those matters disclosed on Schedule 5.10, there are no
actions, suits, or proceedings pending or, to the best knowledge of Borrowers, threatened against Borrowers, or any
of their Subsidiaries, as applicable, except for (a) matters that are fully covered by insurance (subject to customary deductibles), or (b) matters arising after the Closing Date that
are not reasonably expected to result in a Material Adverse Change.

5.11No Material Adverse Change.All financial statements
relating to Borrowers that have been delivered by Borrowers to the Lender Group have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of
footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, Borrowers' financial condition as of the date thereof and results of operations for
the period then ended. There has not been a Material Adverse Change with respect to Borrowers since the Balance Sheet Date.

5.12Fraudulent Transfer.



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5.13Employee Benefits.

None
of Parent, any of its Subsidiaries, or any of their ERISA Affiliates maintains or contributes to any Benefit Plan other than other than those listed on Schedule 5.13. Borrower, each of its
Subsidiaries and each ERISA Affiliate have satisfied the minimum funding standards of ERISA and the IRC with
respect to each Benefit Plan to which it is obligated to contribute. No ERISA Event has occurred nor has any other event occurred that may result in an ERISA Event that reasonably could be expected to
result in a Material Adverse Change. None of Parent, its Subsidiaries, any ERISA Affiliate, or any fiduciary of any Benefit Plan is subject to any direct or indirect liability with respect to any
Benefit Plan under any applicable law, treaty, rule, regulation, or agreement. None of Parent, its Subsidiaries or any ERISA Affiliate is required to provide security to any Benefit Plan under
Section 401(a)(29) of the IRC.

5.14Environmental Condition.Except as set forth on Schedule 5.14, (a) to
Borrowers' knowledge, none of Borrowers' properties or assets has ever been used by Borrowers or by previous owners
or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such production, storage, handling, treatment, release or transport was in
violation, in any material respect, of applicable Environmental Law, (b) to Borrowers' knowledge, none of Borrowers' properties or assets has ever been designated or identified in any manner
pursuant to any environmental protection statute as a Hazardous Materials disposal site, (c) none of Borrowers have received notice that a Lien arising under any Environmental Law has attached
to any revenues or to any Real Property owned or operated by Borrowers, and (d) none of Borrowers have received a summons, citation, notice, or directive from the Environmental Protection
Agency or any other federal or state governmental agency concerning any action or omission by any Borrower resulting in the releasing or disposing of Hazardous Materials into the environment.

5.15Intellectual Property.Each Borrower owns, or holds
licenses in, all trademarks, trade names, copyrights, patents, patent rights, and licenses that are necessary to the conduct of its business as currently conducted. Attached hereto as Schedule 5.15(as may be updated from time to time with the written consent of the Agent) is a true, correct, and complete listing of all
material patents, patent applications, trademarks, trademark applications, copyrights, and copyright registrations as to which each Borrower is the owner or is an exclusive licensee.

5.16Locations; Leases



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5.17Complete Disclosure.All factual information (taken as a
whole) furnished by or on behalf of Borrowers in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in
connection with this Agreement, the other Loan Documents or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on
behalf of Borrowers in writing to the Agent or any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and not incomplete by
omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was
provided. As of the date on which any Projections are delivered to Agent, such Projections represent Borrowers' good faith best estimate of its future performance for the periods covered thereby.

5.18Indebtedness.Set forth on Schedule 5.18is a true and complete list of all
Indebtedness (other than the Obligations) of each Borrower outstanding immediately prior to the
Closing Date that is to remain outstanding after the Closing Date and such Schedule accurately reflects the aggregate principal amount of such Indebtedness and the principal terms thereof.

5.19No Materially Adverse Contracts, etc.No Borrower nor any
of their Subsidiaries is subject to any Governing Document or other legal restriction, or any judgment, decree, order, law, statute, rule or regulation that has or is expected in the future to cause a
Material Adverse Change. No Borrower nor any of its Subsidiaries is a party to any contract or agreement that has or is expected, in the judgment of Borrowers' officers, to cause any Material Adverse
Change.

5.20Compliance with Other Instruments, Laws, etc.No Borrower
nor any of its Subsidiaries is in violation of any provision of its Governing Documents, or any agreement or instrument to which it may be subject or by which it or any of its properties may be bound
or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that could result in the imposition of substantial penalties or could cause a Material
Adverse Change.

5.21Holding Company and Investment Company Acts.Neither any
Borrower nor any of their Subsidiaries is a "holding company", or a "subsidiary company" of a "holding company, or an "affiliate" of a "holding company", as such terms are defined in the Public
Utility Holding Company Act of 1935; nor is it an "investment company", or an "affiliated company" or a "principal underwriter" of an "investment company", as such terms are defined in the Investment
Company Act of 1940.

5.22Absence of Financing Statements, etc.Except with respect
to Permitted Liens, the Borrower has not authorized the filing of or has not permitted the filing of any financing statement, security agreement, chattel mortgage, real estate mortgage or other
document filed or recorded with any filing records, registry or other public office, that purports to cover, affect or give notice of any present or possible future Lien on any assets or property of
any Borrower or any of their Subsidiaries or any rights relating thereto.

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5.23Certain Transactions.Except as set forth on Schedule 5.23, none of the
officers, directors, or employees of any Borrower or any of their Subsidiaries is presently a party to any transaction
with any Borrower or any of their Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of
services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of Borrowers,
any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

5.24Regulations U and X.No portion of any Advance is to be
used, and no portion of any Letter of Credit is to be obtained, for the purpose of purchasing or carrying any "margin security" or
"margin stock" as such terms are used in Regulations U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.

5.25Payment of Taxes.All tax returns, reports and declarations
required to be filed by Borrowers by any jurisdiction to which any of them is subject have been timely filed. All taxes and other governmental assessments and charges upon Borrowers or their
properties, assets, income and franchises (including real property taxes and payroll taxes) but not subject of a Permitted Protest have been paid prior to delinquency. Borrowers have set aside on
their books provisions reasonably adequate for the payment
of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of
any jurisdiction, and none of the officers of any Borrower know of any basis for any such claim. Borrowers do not intend to treat the Advances, Letters of Credit and/or related transactions hereunder
as being a "reportable transaction" (within the meaning of Treasury Regulation Section 1.6011-4).

5.26Fiscal Year.Parent has a fiscal year which is the twelve
months ending on January 31 of each calendar year.

6.AFFIRMATIVE COVENANTS.

Each
Borrower covenants and agrees that, so long as any credit hereunder shall be available and until full and final payment of the Obligations, Borrowers shall and shall cause each of
their respective Subsidiaries to do all of the following:

6.1Accounting System.Maintain a system of accounting that
enables Borrowers to produce financial statements in accordance with GAAP and maintain records pertaining to the Collateral that contain information as from time to time reasonably may be requested by
Agent. Borrowers also shall keep an inventory reporting system that shows all additions, sales, claims, returns, and allowances with respect to the Inventory.

6.2Collateral Reporting.Provide Agent (and if so requested by
Agent, with copies for each Lender) with the following documents at the following times in form satisfactory to Agent:



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In
addition, each Borrower agrees to cooperate fully with Agent to facilitate and implement a system of electronic collateral reporting in order to provide electronic reporting of each
of the items set forth above.

6.3Financial Statements, Reports, Certificates.Deliver to
Agent, with copies to each Lender:



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In
addition to the financial statements referred to above, Borrowers agree to deliver financial statements prepared on a consolidated basis and that no Borrower, or any Subsidiary of a
Borrower, will have a fiscal year different from that of Parent. Borrowers agree that their independent certified public accountants are authorized to communicate with Agent and to release to Agent
whatever financial information concerning Borrowers that Agent reasonably may request. Each Borrower waives the right to assert a confidential relationship, if any, it may have with any accounting
firm or service bureau in connection with any information requested by Agent pursuant to or in accordance with this Agreement, and agrees that Agent may contact directly any such accounting firm or
service bureau in order to obtain such information. Agent hereby agrees to use its best efforts to give such Borrower at least simultaneous notice that Agent is so contacting directly any such
accounting firm or service bureau.

6.4Return.Cause returns and allowances as between Borrowers
and their Account Debtors, to be on the same basis and in accordance with the usual customary practices of the applicable Borrower, as they exist at the time of the execution and delivery of this
Agreement, unless changed with written consent of Agent. If, at a time when an Event of Default has occurred and is continuing, any Account Debtor returns any Inventory to any Borrower, the applicable
Borrower promptly shall determine the reason for such return and, if Agent consents (which consent shall not be unreasonably withheld), issue a credit memorandum (with a copy to be sent to Agent) in
the appropriate amount to such Account Debtor.

6.5Maintenance of Properties; Title to Equipment.Maintain and
preserve all of its properties that are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted, continue to engage in the
business now conducted by them and related businesses and comply at all times with the material provisions of all leases to which it is a party as lessee, so as to prevent any loss or forfeiture
thereof or thereunder, involving property with a value of over $100,000.

6.6Title to Equipment.Upon Agent's request, each Borrower
immediately shall deliver to Agent, properly endorsed, any and all evidences of ownership of, certificates of title, or applications for title to any items of Equipment of such Borrower.

6.7Maintenance of Equipment.Maintain the Equipment which is
necessary or useful in the conduct of Borrower's business in good operating condition and repair (ordinary wear and tear excepted), and make all necessary replacements thereto so that the value and
operating efficiency thereof shall at all times be

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maintained
and preserved except for equipment that, in the Administrative Borrower's reasonable judgment, should not be repaired or replaced. Other than those items of Equipment that constitute
fixtures on the Closing Date, Borrowers shall use their best efforts not to permit any item of Equipment to become a fixture to real estate or an accession to other property, and such Equipment shall
at all times remain personal property.

6.8Taxes.Cause all assessments and taxes, whether real,
personal, or otherwise, due or payable by, or imposed, levied, or assessed against Borrowers or any of their assets to be paid in full, before delinquency or before the expiration of any extension
period, except to the extent that the validity of such assessment or tax shall be the subject of a Permitted Protest. Borrowers shall make due and timely payment or deposit of all such federal, state,
and local taxes, assessments, or contributions required of it by law, unless the subject of a Permitted Protest, and will execute and deliver to Agent, on demand, appropriate certificates attesting to
the payment thereof or deposit with respect thereto. Borrowers will make timely payment or deposit of all tax payments and withholding taxes required of it by applicable laws, including those laws
concerning F.I.C.A., F.U.T.A., state disability, and local, state, and federal income taxes, and will, upon request, furnish Agent with proof satisfactory to Agent indicating that the applicable
Borrower has made such payments or deposits. Borrowers shall deliver satisfactory evidence of payment of applicable excise taxes in each jurisdictions in which any Borrower is required to pay any such
excise tax.

6.9Insurance.



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6.10Location of Inventory and Equipment.Keep the Inventory and
Equipment only at the locations identified onSchedule 5.16; provided, however, that Administrative Borrower may amend Schedule 5.16so long as
such amendment occurs by written notice to Agent not less than 30 days prior to the date on which the Inventory
or Equipment is moved to such new location, so long as such new location is within the continental United States, and so long as, at the time of such written notification, the applicable Borrower
provides any financing statements or fixture filings necessary to perfect and continue perfected the Agent's Liens on such assets and also provides to Agent a Collateral Access Agreement.

6.11Compliance with Laws.Comply with the requirements of all
applicable laws, rules, regulations, and orders of any Governmental Authority, including the Fair Labor Standards Act and the Americans With Disabilities Act, other than laws, rules, regulations, and
orders the non-compliance with which, individually or in the aggregate, would not result in and reasonably could not be expected to result in a Material Adverse Change.

6.12Leases.Pay when due all rents and other amounts payable
under any leases to which any Borrower is a party or by which any Borrower's properties and assets are bound, unless such payments are the subject of a Permitted Protest. To the extent Borrowers fail
timely to make payment of such rent and other amounts payable when due under its leases, Agent shall be entitled, in its discretion, to reserve an amount equal to such unpaid amounts against the
Borrowing Base.

6.13Brokerage Commissions.Pay any and all brokerage commission
or finders fees incurred in connection with or as a result of Borrowers' obtaining financing from the Lender Group under this Agreement. Borrowers agree and acknowledge that payment of all such
brokerage commissions or finders fees shall be the sole responsibility of Borrowers, and each Borrower agrees to indemnify, defend, and hold Agent and the Lender Group harmless from and against any
claim of any broker or finder arising out of Borrowers' obtaining financing from the Lender Group under this Agreement.

6.14Existence.At all times preserve and keep in full force and
effect each Borrower's valid existence and good standing and any rights and franchises material to Borrowers' businesses.

6.15Environmental.(a) Keep any property either owned or
operated by any Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,
(b) comply, in all material respects, with Environmental Laws and provide to Agent documentation of such compliance which Agent reasonably requests, (c) promptly notify Agent of any
release of a Hazardous Material of any reportable quantity from or onto property owned or operated by any Borrower and take any Remedial Actions required to abate said release or otherwise to come
into compliance with applicable Environmental Law, and (d) promptly provide Agent with written notice within 10 days of the receipt of any of the following: (i) notice that an
Environmental Lien has been filed against any of the real or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be
filed against any Borrower, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change.

6.16Disclosure Updates.Promptly and in no event later than 10
Business Days after obtaining knowledge thereof, (a) notify Agent if any written information, exhibit, or report furnished to the Lender Group contained any untrue statement of a material fact
or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made, and (b) correct any defect or error that may
be discovered therein or in any Loan Document or in the execution, acknowledgement, filing, or recordation thereof.

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6.17Inventories, Appraisals, and Audits.



6.18Electronic Reporting.At Agent's option all information and
reports required to be submitted to Agent by Borrower shall be transmitted electronically pursuant to an electronic transmitting reporting system and shall be in a record layout format designated by
Agent from time to time.

6.19Employee Benefits.



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6.20Additional Collateral Covenants.Except for the security
interest herein granted, be the owners of the Collateral free from any right or claim of any other person or any Lien, and shall defend the same against all claims and demands of all persons at any
time claiming the same or any interests therein adverse to Agent or any Lender. Borrowers may grant such allowances or other adjustments to Borrowers' Account Debtors as Borrowers may reasonably deem
to accord with sound business practice,provided,however, the authority granted Borrowers pursuant to
thisSection 6.20may be limited or terminated by Agent at any time in Agent's Permitted Discretion.

6.21Investment Proceeds, Etc.The proceeds of any Investment
from any source in any Borrower or any Subsidiary of a Borrower and any other funds received by any Borrower other than from ordinary course business operations (including, without limitation, tax
refunds, damage awards, or insurance or condemnation proceeds) shall be deposited directly into the Agent's Account to be applied on account of the Obligations in accordance with subsection 2.3(c).

6.22Additional Real Property Collateral.If, after the Closing
Date, any Borrower or any of its Subsidiaries acquires Real Property used as a manufacturing or warehouse facility (unless such Borrower shall have received the prior written consent of the Agent
waiving the application of thisSection 6.22as to such Real Property), such Borrower shall, or shall cause such Subsidiary to, forthwith deliver
to Agent a fully executed mortgage or deed of trust over such Real Property, in form and substance satisfactory to Agent, together with title insurance policies, surveys, evidences of insurance with
Agent named as loss payee and additional insured, legal opinions and other documents and certificates with respect to such Real Property as was required for Real Property of such Borrower or such
Subsidiary as of the Closing Date or as Agent may reasonably request. Borrowers further agree that, following the taking of such actions with respect to such Real Property, Agent shall have, for the
benefit of the Lender Group, a valid and enforceable first priority Mortgage over such Real Property, free and clear of all Liens except for Permitted Liens.

6.23Landlord Waivers and Consents.Subject to Section 2.1(c), (a) use its
best efforts to promptly obtain and deliver to Agent within ninety (90) days following the opening of a
new store location in a jurisdiction which grants a landlord a lien on the Collateral located on the leased premises senior or superior to the Lien of the Agent as a matter of law a Collateral Access
Agreement by the landlord for such location of such Borrower and (b) promptly obtain and deliver to Agent a Collateral Access Agreement by the landlord of any leased distribution center of the
Borrower.

6.24Material Inventory Supplier.Promptly after entering into
any agreement with any Material Inventory Supplier or any amendment to any agreement with any Material Inventory Supplier, provide Agent with a copy of such agreement or amendment (other than oral
agreements and amendments).

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6.25No Setoff or Counterclaims.Make payments hereunder and
under the other Loan Documents by or on behalf of Borrowers without setoff or counterclaim and free and clear of, and without deduction or withholding for or on account of, any federal, state or
federal taxes.

6.26New Subsidiaries.Cause any new Subsidiary formed by any
Borrower or any Subsidiary to become a Borrower hereunder and become a party to the other Loan Documents by (i) signing a joinder agreement in
form and substance satisfactory to Agent, (ii) signing allonges to the Notes, as applicable, in form and substance satisfactory to Agent, and (iii) providing such other documentation as
any of the Lenders or Agent may reasonably request, including, without limitation, mortgages or deeds of trust required bySection 6.22above,
UCC searches and filings, legal opinions and corporate authorization documentation with respect to such new Subsidiary and other documentation with respect to the conditions specified in Section 3hereof, and all of the Stock or other equity interests and assets of each such new Subsidiary shall be pledged to the Agent for the
benefit of the Lenders and the Agent. The Agent is hereby authorized by the parties to amend Schedule 5.8(c) to include each such new Subsidiary.

6.27Specified Blocked Account Agreements.Within ninety
(90) days after the Closing Date, deliver to Agent a Blocked Account Agreement for each of the bank accounts with Bank of America, N.A. or its affiliate listed on Schedule 2.7.

6.28FACA Compliance.Provide Agent with any consents pursuant
to the Federal Assignment of Claims Act or like federal, state or local statute with respect to any one Account from a governmental authority in excess of $25,000 or as to all Accounts from
governmental authorities in excess of $100,000 in the aggregate.

7.NEGATIVE COVENANTS.

Each
Borrower covenants and agrees that, so long as any credit hereunder shall be available and until full and final payment of the Obligations, Borrowers will not and will not permit
any of their respective Subsidiaries to do any of the following:

7.1Indebtedness.Create, incur, assume, permit, guarantee, or
otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except:



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7.2Liens and Restrictions on Negative Pledges and Upstream
Guaranties.



7.3Restrictions on Fundamental Changes.Enter into any merger,
consolidation, reorganization, or recapitalization, or reclassify its Stock, or liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution) or convey, sell, lease, license,
assign, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its assets, other than a liquidation or dissolution of any of Parent's
Subsidiaries or a transfer or dissolution of all or any substantial part of the property or assets of any of Parent's Subsidiaries, in which Parent becomes the owner of such property or assets, or
effect any asset or Stock acquisition (other than the acquisition of assets in the ordinary course of business).

7.4Disposal of Assets.Convey, sell, lease, license, assign,
transfer, or otherwise dispose of any of the assets of any Borrower other than (a) sales of Inventory to buyers in the ordinary course of such Borrower's business as currently conducted and
(b) transfers of Inventory that are not Eligible Inventory occurring in the ordinary course of business and consistent with past practices; provided,however, that as long as no Default or Event of Default has occurred or would result
therefrom, Borrowers may dispose of furniture and fixtures in an aggregate for all Borrowers which does not exceed a net book value of $1,500,000 during any fiscal year of Borrowers. Notwithstanding
the foregoing, a transaction permitted pursuant toSection 7.3hereof shall also be a transaction permitted by this Section 7.4.

7.5Change Name.Change any Borrower's name, FEIN, corporate
structure or identity, type or jurisdiction of organization, or add any new fictitious name.

7.6Guarantee.Guarantee or otherwise become in any way liable
with respect to the obligations of any third Person except by endorsement of instruments or items of payment for deposit to the account of Borrowers or which are transmitted or turned over to Agent or
guaranties of obligations of employees in an amount not to exceed for all Borrowers $400,000 in the aggregate at any time outstanding or guaranties by Parent of goods purchased by a Subsidiary of
Parent in the ordinary course of business of such Subsidiary.

7.7Nature of Business.Make any change in the principal nature
of Borrowers' business.

7.8Prepayments and Amendments.



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7.9Change of Control.Cause, permit, or suffer, directly or
indirectly, any Change of Control.

7.10Consignments.Consign any Inventory (except that all
Borrowers in the aggregate may be a consignee of up to $200,000 of Inventory at any particular time) or sell any Inventory on bill and hold, sale or return, sale on approval, or other conditional
terms of sale.

7.11Distributions.Make any distribution or declare or pay any
dividends (in cash or other property, other than common Stock) on, or purchase, acquire, redeem, or retire any of any Borrower's Stock, of any class, whether now or hereafter outstanding; provided,
however, that (a) (i) as long as no Default or Event of Default has occurred or would result therefrom, (ii) during the thirty (30) day period prior to such repurchase and
redemption Borrowers shall have had average Excess Availability of not less than the sum of $10,000,000 plus the amount of the proposed repurchase and redemption and (iii) within ten
(10) Business Days prior to such repurchase and redemption the Borrowers shall have delivered Projections to the Agent, in form and substance reasonably acceptable to Agent, demonstrating that
immediately after such repurchase and redemption and for a period of thirty (30) Business Days thereafter the Borrowers shall have average Excess Availability of not less than $10,000,000,
Parent may repurchase its outstanding capital stock from Persons that are not Affiliates, directors or officers of Parent pursuant to Parent's stock buy-back program, provided further
however that the aggregate amount of such repurchase and redemption by Parent shall not exceed $5,000,000 during any fiscal year of Parent, and (b) any subsidiary of Parent may make
distributions and declare and pay dividends to Parent.

7.12Accounting Methods.



7.13Investments.Except for Permitted Investments, directly or
indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any

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Investment, provided,however, that Administrative Borrower and its Subsidiaries shall not have
Permitted Investments (other than in the accounts subject to a Control Agreement or accounts solely containing funds used to satisfy Borrowers' obligations to fund health insurance claims) in deposit
accounts or Securities Accounts unless Administrative Borrower or any of its Subsidiaries, as applicable, and the applicable securities intermediary or bank have entered into a Control Agreement or
similar arrangements governing such Permitted Investments, as Agent shall determine in its Permitted Discretion, to perfect (and further establish) the Agent's Liens in such Permitted Investments.

7.14Transactions with Affiliates.Directly or indirectly enter
into or, except as set forth onSchedule 5.23, permit to exist any material transaction between any Borrower with another Borrower or between any
Borrower with any other Affiliate of such Borrower except for transactions that are in the ordinary course of such Borrowers' business, upon fair and reasonable terms, that are fully disclosed to
Agent, and that are no less favorable to such Borrower than would be obtained in an arm's length transaction with a non-Affiliate.

7.15Suspension.Except as permitted by Section 7.3hereof, suspend or go out of a
substantial portion of its business.

7.16Use of Proceeds.Use the proceeds of the Advances for any
purpose inconsistent with the terms and conditions hereof, or for purposes not permitted hereunder or for unlawful purposes.

7.17Change in Location of Chief Executive Office; Inventory and Equipment with
Bailees.Relocate its chief executive office to a new location without Administrative Borrower providing 30 days prior written notification thereof to Agent
and so long as, at the time of such written notification, the applicable Borrower provides any financing statements or fixture filings necessary to perfect and continue perfected the Agent's Liens and
also provides to Agent a Collateral Access Agreement with respect to such new location. The Inventory and Equipment shall not at any time now or hereafter be stored with a bailee, warehouseman, or
similar party without Agent's prior written consent.

7.18Securities Accounts.If Agent has notified Administrative
Borrower that a Control Agreement will thereafter be required for any Securities Account, establish or maintain any Securities Account unless Agent
shall have received a Control Agreement in respect of such Securities Account. Borrowers agree to not transfer assets out of any Securities Account; provided,however, that, so long as no Event of Default has occurred and is continuing or would result
therefrom, Borrowers may use such assets (and the proceeds thereof) to the extent not prohibited by this Agreement.

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7.19No Prohibited Transactions Under ERISA.Directly or
indirectly:



7.20Deposit Accounts, Credit card clearinghouse,
etc.(a) Establish any bank accounts, credit card clearinghouse or processors, other than those bank accounts, clearinghouses and processors and other
accounts, all listed onSchedule 2.7, without Agent's prior written consent, (b) violate directly or indirectly any Control Agreement,
Credit Card Agreement, cash management bank product agreement, or other bank agency or lock box agreement in favor of Agent for the benefit of the Lender Group with respect to such account,
(c) deposit into any of the payroll accounts listed onSchedule 2.7any amounts in excess of amounts necessary to pay current payroll
obligations from such accounts or (d) change any direction or designation relating to any credit card clearinghouse or processor.

7.21Store Openings.Open any location at which Borrowers
maintain, offer for sale or store any of the Collateral unless Borrowers have provided Agent at least 30 days' prior written notice of such opening.

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7.22Minimum EBITDA.Borrowers, on a consolidated basis, shall
maintain EBITDA for any Reference Period ending during any period described in the table below of not less than the required amount set forth opposite such period in such table;

Applicable Amount:

Reference Period:$
(2,500,000
)
April 30, 2004$
(3,500,000
)
May 31, 2004$
(5,000,000
)
June 30, 2004$
(5,000,000
)
July 30, 2004$
(3,500,000
)
August 31, 2004$
(3,500,000
)
September 30, 2004$
(5,000,000
)
October 31, 2004$
(1,250,000
)
November 30, 2004$
8,500,000

December 31, 2004$
10,500,000

January 31, 2005$
10,500,000

Any month ending thereafter


The
foregoing covenant may be adjusted upwards for each Reference Period ending after January 31, 2005 based upon Borrowers' Projections for the fiscal year containing that fiscal month and
fiscal year which have been delivered in accordance withSection 6.3(c). Agent may set the foregoing level upwards for future periods based on
85% of the projected EBITDA set forth in such Projections delivered to Agent.

7.23Capital Expenditures.Make capital expenditures for the
Reference Period ending January 31, 2005, and for each fiscal year thereafter, in excess of $15,000,000. The capital expenditures covenant may be adjusted each fiscal year based upon the
Borrowers' Projections for such fiscal year which have been delivered in accordance withSection 6.3(c).

8.EVENTS OF DEFAULT.

Any
one or more of the following events shall constitute an event of default (each, an "Event of Default") under this Agreement:

8.1If Borrowers fail to pay when due and payable or when declared due and payable, all or any portion of the Obligations
(whether of principal, interest (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts), fees and charges due the Lender Group, reimbursement
of Lender Group Expenses, or other amounts constituting Obligations);

8.2(a) If any Borrower neglects to perform, keep, or observe any term, provision, condition, covenant, or agreement
contained inSection 6.2(Collateral Reporting),Section 6.7(Maintenance of Equipment),
the portion ofSection 6.8(Taxes) as pertains to state franchise taxes,Section 6.9(Insurance),Section 6.10(Location of Inventory and Equipment),Section 6.11(Compliance
with Laws), orSection 6.12(Leases) of this Agreement and such failure continues for a period of five (5) Business Days; (b) If
Borrower fails or neglects to perform, keep, or observe any term, provision, condition, covenant, or agreement contained inSection 6.1(Accounting System),Section 6.4(Return),Section 6.5(Maintenance of Properties), Section 6.19(Employee Benefits),Section 6.23(Landlord Waivers and Consents),Section 6.24(Material Inventory Supplier) of this Agreement and such failure continues for a period of 15 Business Days; or (c) If
Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant, or agreement contained in this Agreement, or in any of the other Loan Documents (giving effect
to any grace periods, cure periods, or required notices, if any, expressly provided for in such Loan Documents); in each case, other than any such term, provision, condition, covenant, or agreement
that is the subject of another provision of thisSection 8, in which event such other provision of this Section 8shall govern); provided that,
during any period of time that

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any
such failure or neglect of Borrower referred to in this paragraph exists, even if such failure or neglect is not yet an Event of Default by virtue of the existence of a grace or cure period or the
pre-condition of the giving of a notice, each member of the Lender Group shall be relieved of its obligation to extend credit hereunder;

8.3If there is a Material Adverse Change;

8.4If any material portion of any Borrower's or any of its Subsidiaries' assets is attached, seized, subjected to a writ or
distress warrant, levied upon, or comes into the possession of any third Person;

8.5If an Insolvency Proceeding is commenced by any Borrower or any of its Subsidiaries;

8.6If an Insolvency Proceeding is commenced against any Borrower, or any of its Subsidiaries, and any of the following
events occur: (a) the applicable Borrower or the Subsidiary consents to the institution of the Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is
not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within sixty (60) calendar days of the date of the filing thereof; provided, however,
that, during the pendency of such period, Agent (including any successor agent) and each other member of the Lender Group shall be relieved of their obligation to extend credit hereunder,
(d) an interim trustee, custodian, liquidator or receiver is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial
portion of the business of, any Borrower or any of its Subsidiaries, or (e) an order for relief shall have been entered therein;

8.7If any Borrower or any of its Subsidiaries is enjoined, restrained, or in any way prevented by court order from
continuing to conduct all or any material part of its business affairs;

8.8(a) If a notice of Lien, levy, or assessment is filed of record with respect to any Borrower's or any of its
Subsidiaries' assets by the United States, or any department, agency, or instrumentality thereof, and the Lien, levy or assessment is not fully released or discharged within ten (10) days of
the date of such filing, or (b) if any taxes or debts owing at any time hereafter to any one or more of such entities becomes a Lien, whether choate or otherwise, upon any Borrower's or any of
its Subsidiaries' assets and the same is not paid on the payment date thereof, unless the same is the subject of a Permitted Protest;

8.9(a) If one or more notice of Lien, levy, or assessment with respect to taxes or debts owing is filed of record with
respect to any Borrower's properties or assets by any state, county, municipal or other non-federal governmental agency, and the Lien, levy, or assessment is not (i) fully released,
discharged or bonded against before the earlier of 30 days of the date that it first arises or 5 days of the date when such property or asset is subject to being forfeited, or
(ii) the subject of a Permitted Protest, or (b) if any taxes or debts owing at any time hereafter to any one or more of any state, county, municipal or other non-federal
governmental agency becomes a Lien, whether choate or otherwise, upon any Borrower's properties or assets and the Lien is not fully (i) fully released, discharged or bonded against before the
due date of such tax or debt or five (5) days of the date when such property or asset is subject to being forfeited or (ii) the subject of a Permitted Protest;

8.10If a judgment or other claim, in excess of $250,000 individually or in the aggregate for all such judgments or other
claims becomes a Lien or encumbrance upon any material portion of any Borrower's or any of its Subsidiaries' properties or assets;

8.11If any Borrower shall fail to pay when due the principal or interest on any Indebtedness of such Borrower in excess of
$250,000 individually or in the aggregate of all such Indebtedness, or a default by a Borrower in the observance or performance of any term, covenant or agreement of such Borrower in any agreement
relating to any indebtedness of such Borrower in excess of $250,000 individually or in the aggregate, and the passage of any grace period with respect thereto, the effect of which default in either
case is to permit the holder of such Indebtedness, irrespective of whether

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exercised,
to accelerate the maturity of the applicable Borrower's or its Subsidiaries' obligations thereunder;

8.12If there is a default in any material agreement to which Parent is a party (or to which any Subsidiary or Parent is a
party if such agreement is material to Borrowers considered as a whole) with one or more third persons (other than as described in Section 8.11) and such default (a) occurs at the final
maturity of the obligations thereunder, or (b) results in a right by such third Person(s), irrespective of whether exercised, to accelerate the maturity of the applicable Borrower's or its
Subsidiaries' obligations thereunder;

8.13If any Borrower or any of its Subsidiaries makes any payment on account of Indebtedness that has been contractually
subordinated in right of payment to the payment of the Obligations, except to the extent such payment is permitted by the terms of the subordination provisions applicable to such Indebtedness or the
holders of all or any part of such Indebtedness shall accelerate the maturity of all or any part of such Indebtedness, such Indebtedness shall be prepaid, redeemed or repurchased in whole or in part
or an offer to prepay, redeem or repurchase such Indebtedness in whole or in part shall have been made;

8.14If any material misstatement or misrepresentation exists now or hereafter in any warranty, representation, statement, or
Record made to the Lender Group by any Borrower, its Subsidiaries, or any officer, employee, agent, or director of any Borrower or any of its Subsidiaries, or any such warranty, representation,
statement or Record is withdrawn;

8.15If the obligation of any guarantor under its guaranty or other third Person under any Loan Document is limited or
terminated by operation of law or by the guarantor or other third Person thereunder, or any such guarantor or other third Person becomes the subject of an Insolvency Proceeding;

8.16If this Agreement or any other Loan Document that purports to create a Lien, shall, for any reason, fail or cease to
create a valid and perfected and, except with respect to Permitted Liens and to the extent permitted by the terms hereof or thereof, first priority Lien on or security interest in the Collateral
covered hereby or thereby; or

8.17Any provision of any Loan Document shall at any time for any reason be declared to be null and void, or the validity or
enforceability thereof shall be contested by any Borrower, or a proceeding shall be commenced by any Borrower, or by any Governmental Authority having jurisdiction over any Borrower, seeking to
establish the invalidity or unenforceability thereof, or any Borrower shall deny that any Borrower has any liability or obligation purported to be created under any Loan Document.

8.18Any Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV
of ERISA in an aggregate amount exceeding $250,000, or any Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate
annual payments exceeding $250,000, or any of the following occurs with respect to a Guaranteed Pension Plan: (a) an ERISA Event, or a failure to make a required installment or other payment
(within the meaning of §302(f)(1) of ERISA),providedthat Agent determines in its Permitted Discretion that such event (i) could be
expected to result in liability of any Borrower or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $250,000 and (ii) could constitute
grounds for the termination of such Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan or
for the imposition of a lien in favor of such Guaranteed Pension Plan; or (b) the appointment by a United States District Court of a trustee to administer such Guaranteed Pension Plan; or
(c) the institution by the PBGC of proceedings to terminate such Guaranteed Pension Plan.

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9.THE LENDER GROUP'S RIGHTS AND REMEDIES.

9.1Rights and Remedies.Upon the occurrence, and during the
continuation, of an Event of Default, the Required Lenders (at their election but without notice of their election and without presentment, protest, demand or any notice of any kind, all of which are
hereby expressly waived by Borrowers) may authorize and instruct Agent to exercise any of the rights of a secured party under the Code and any other rights and remedies provided for in this Agreement
or any other Loan Document or otherwise available to it at law or in equity on behalf of the Lender Group (and Agent, acting upon the instructions of the Required Lenders, shall do the same on behalf
of the Lender Group), such rights and remedies to include the following, all of which are authorized by Borrowers:



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9.2Securities and Deposits.Agent may at any time, at its
option, transfer to itself or any nominee any securities constituting Collateral, receive any income thereon and hold such income as additional Collateral or apply it to the Obligations. Whether or
not any Obligations are due, Agent may demand, sue for, collect, or make any settlement or compromise which it deems desirable with respect to such Obligations.

9.3Standards for Exercising Rights and Remedies.To the extent
that applicable law imposes duties on Agent to exercise remedies in a commercially reasonable manner, Borrowers acknowledge and agree that it is not commercially unreasonable for Agent (a) to
fail to incur expenses reasonably deemed significant by Agent to prepare Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other
finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain
governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors or other
persons obligated on Collateral or to fail to remove Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons obligated
on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general
circulation, whether or not the Collateral is of a specialized nature, (f) to contact other persons, whether or not in the same business as the Borrowers, for expressions of interest in
acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized
nature, (h) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or

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that
have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition
warranties, (k) to purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of Collateral or to provide to Agent a guaranteed return from the
collection or disposition of Collateral, or (l) to the extent deemed appropriate by Agent, to obtain the services of brokers, investment bankers, consultants and other professionals to assist
Agent in the collection or disposition of any of the Collateral, or (m) conduct going out of business sales and otherwise liquidate the inventory. Borrowers acknowledge that the purpose of this Section 9.3is to provide non-exhaustive indications of what actions or omissions by Agent would fulfill Agent's duties under the
Code or any other relevant jurisdiction in Agent's exercise of remedies against the Collateral and that other actions or omissions by Agent shall not be deemed to fail to fulfill such duties solely on
account of not being indicated in thisSection 9.3. Without limitation upon the foregoing, nothing contained in this Section 9.3. shall be
construed to grant any rights to Borrowers or to impose any duties on Agent that would not have been granted or imposed by
this Agreement or by applicable law in the absence of thisSection 9.3.

9.4Remedies Cumulative.The rights and remedies of the Lender
Group under this Agreement, the other Loan Documents, and all other agreements shall be cumulative and may be exercised simultaneously. The Lender Group shall have all other rights and remedies not
inconsistent herewith as provided under the Code, by law, or in equity. No exercise by the Lender Group of one right or remedy shall be deemed an election, and no waiver by the Lender Group of any
Event of Default shall be deemed a continuing waiver. No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it.

9.5License.Effective upon the occurrence of an Event of
Default, each Borrower hereby grants to Agent a royalty free non-exclusive license to use, apply and affix any trademark, tradename, logo or the like in which any Borrower now or hereafter
has rights, such license being with respect to Agent's exercise of the rights hereunder, including, without limitation, in connection with any completion of the manufacture of Inventory or sale or
other disposition of Inventory.

10.TAXES AND EXPENSES.

If
any Borrower fails to pay any monies (whether taxes, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leases)
due to third Persons, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, Agent to the extent Agent determines
that such failure by Borrowers could result in a Material Adverse Change, in its sole discretion and without prior notice to any Borrower, may do any or all of the following: (a) make payment
of the same or any part thereof, (b) set up such reserves in Borrowers' Loan Account as Agent deems necessary to protect the Lender Group from the exposure created by such failure, or
(c) in the case of the failure to comply withSection 6.9hereof, obtain and maintain insurance policies of the type described in Section 6.9and take any action with respect to such policies as Agent deems prudent. Any such amounts paid by Agent shall constitute Lender
Group Expenses and any such payments shall not constitute an agreement by the Lender Group to make similar payments in the future or a waiver by the Lender Group of any Event of Default under this
Agreement. Agent need not inquire as to, or contest the validity of, any such expense, tax, or Lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence
that the same was validly due and owing.

11.WAIVERS; INDEMNIFICATION.

11.1Demand; Protest; etc.Each Borrower waives demand, protest,
notice of protest, notice of default or dishonor, notice of payment and nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel
paper, and guarantees at any time

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held
by the Lender Group on which any such Borrower may in any way be liable and any and all suretyship defenses.

11.2The Lender Group's Liability for Collateral.Each Borrower
hereby agrees that: (a) so long as the Lender Group complies with its obligations, if any, under the Code, Agent shall not in any way or manner be liable or responsible for: (i) the
safekeeping of the Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any
act or default of any carrier, warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or destruction of the Collateral shall be borne by Borrowers. Each
Borrower shall remain obligated and liable under each contract or agreement comprised in the Collateral to be observed or performed by Borrowers thereunder. Neither Agent nor any Lender shall have any
obligation or liability under any such contract or agreement by reason or arising out of this Agreement or the receipt by Agent or any Lender of any payment relating to any of the Collateral, nor
shall Agent or any Lender be obligated in any manner to perform any of the obligations of Borrowers under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency
of any payment received by Agent or any Lender in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim,
to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to Agent or to which Agent or any Lender may be entitled to at any time or times.
Agent's sole duty with respect to the custody, safe-keeping and physical preservation of the Collateral in its possession, under §9-207 of the Code, or otherwise,
shall be to deal with such Collateral in the same manner as Agent deals with similar property for its own account.

11.3Indemnification.Each Borrower shall pay, indemnify,
defend, and hold the Agent-Related Persons, the Lender-Related Persons with respect to each Lender, each Participant, and each of their respective officers, directors, employees, agents, and
attorneys-in-fact (each, an "Indemnified Person") harmless (to the fullest extent permitted by law) from and against any and all
claims, demands, suits, actions, investigations, proceedings, and damages, and all reasonable attorneys fees and disbursements and other costs and expenses actually incurred in connection therewith
(as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them in connection with or as a result of or related to
(a) the execution, delivery, enforcement, performance, or administration of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby, (b) the
reversal or withdrawal of any provisional credits granted by Agent upon the transfer of funds from lock box, bank agency, concentration accounts or otherwise under any cash management arrangements
with any Borrower or any Subsidiary or in connection with the provisional honoring of funds transfers, checks or other items, (c) any actual or alleged infringement of any patent, copyright,
trademark, service mark or similar right of any Borrower or any of its Subsidiaries comprised in the Collateral, (d) with respect to the Borrowers and their Subsidiaries and their respective
properties and assets, any Environmental Claims, and (e) with respect to any investigation, litigation, or proceeding related to this Agreement, any other Loan Document, or the use of the
proceeds of the credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto (all the
foregoing, collectively, the "Indemnified Liabilities"). The foregoing to the contrary notwithstanding, Borrowers shall have no obligation to any
Indemnified Person under thisSection 11.3with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to
have resulted from the gross negligence or willful misconduct of such Indemnified Person. This provision shall survive the termination of this Agreement and the repayment of the Obligations. If any
Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrowers were required to indemnify the Indemnified Person receiving such
payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrowers with respect thereto.WITHOUT LIMITATION, THE FOREGOING INDEMNITY
SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO

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INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

12.NOTICES.

Unless
otherwise provided in this Agreement, all notices or demands by Borrowers or Agent to the other relating to this Agreement or any other Loan Document shall be in writing and
(except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or certified mail
(postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as Administrative Borrower or Agent, as applicable, may designate to each other in accordance
herewith), or telefacsimile to Borrowers in care of Administrative Borrower or to Agent, as the case may be, at its address set forth below:

If to Borrowers:

Ultimate Electronics, Inc.
321 West 84th Avenue, Suite A
Thornton, Colorado 80260
Attn: Chief Financial Officer
Fax No. (303) 412-2502with copies to:

Davis, Graham & Stubbs LLP
1550 17th Street, Suite 500
Denver, Colorado 80202
Attn: Laura Gill, Esq.
Fax No. (303) 892-7400If to Agent:

Wells Fargo Retail Finance LLC
One Boston Place, 18th Floor
Boston, Massachusetts 02108
Attn: Jennifer Blanchette
Fax No. (617) 523-4027with copies to:

Bingham McCutchen LLP
150 Federal Street
Boston, Massachusetts 02110
Attn: Robert A.J. Barry, Esq.
Fax No. (617) 951-8736


Agent
and Borrowers may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other party. All notices or demands
sent in accordance with thisSection 12, other than notices by Agent in connection with enforcement rights against the Collateral under the
provisions of the Code, shall be deemed received on the earlier of the date of actual receipt or 3 Business Days after the deposit thereof in the mail. Each Borrower acknowledges and agrees that
notices sent by the Lender Group in connection with the exercise of enforcement rights against Collateral under the provisions of the Code shall be deemed sent when deposited in the mail or personally
delivered, or, where permitted by law, transmitted by telefacsimile or any other method set forth above.

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13.CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

(a)   THE
VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT),
THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR
THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.

(b)   THE
PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE
AND FEDERAL COURTS LOCATED IN THE COUNTY OF SUFFOLK, COMMONWEALTH OF MASSACHUSETTS,PROVIDED,HOWEVER,
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWERS AND THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENSOR
TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SUBSECTION 13(b).

BORROWERS AND THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN
DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. BORROWERS AND THE LENDER GROUP
REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(c)   EXCEPT
AS PROHIBITED BY LAW, EACH BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER OR
AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT EACH MEMBER OF
THE LENDER GROUP HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.

14.ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.

14.1Assignments and Participations



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14.2Successors.This Agreement shall bind and inure to the
benefit of the respective successors and assigns of each of the parties;provided,however, that
Borrowers may not assign this Agreement or any rights or duties hereunder without the Lenders' prior written consent and any prohibited assignment shall be absolutely voidab
initio. No consent to assignment by the Lenders shall release any Borrower from its Obligations. A Lender may assign this Agreement and the other Loan Documents and its rights
and duties hereunder and thereunder pursuant toSection 14.1hereof and, except as expressly required pursuant to Section 14.1hereof, no consent
or approval by any Borrower is required in connection with any such assignment.

15.AMENDMENTS; WAIVERS.

15.1Amendments and Waivers.No amendment or waiver of any
provision of this Agreement or any other Loan Document, and no consent with respect to any departure by Borrowers therefrom, shall be effective unless the same shall be in writing and signed by the
Required Lenders (or by Agent at the written request of the Required Lenders) and Administrative Borrower (on behalf of all Borrowers) and then any such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given;provided,however, that no such
waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders affected thereby and Administrative Borrower (on behalf of all Borrowers) and acknowledged by Agent, do any of
the following:



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and,provided further,however, that no amendment, waiver or consent shall, unless in
writing and signed by Agent, Issuing Lender, or Swing Lender, affect the rights or duties of Agent, Issuing Lender, or Swing Lender, as applicable, under this Agreement or any other Loan Document. The
foregoing notwithstanding, any amendment, modification, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to
the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of Borrowers, shall not require consent by or the agreement of Borrowers.

15.2Replacement of Holdout Lender.If any action to be taken by
the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender ("Holdout Lender") fails to
give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more
substitute Lenders (each, a "Replacement Lender"), and the Holdout Lender shall have no right to refuse to be replaced hereunder. Such notice to replace
the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given.

Prior
to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the
Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability but excluding its Pro Rata Share of any
Applicable Prepayment Premium) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement
prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall
be made in accordance with the terms ofSection 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the
Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender's Pro Rata
Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

15.3No Waivers; Cumulative Remedies.No failure by Agent or any
Lender to exercise any right, remedy, or option under this Agreement or, any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by
Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by Agent or any Lender on any occasion shall affect or diminish Agent's and
each Lender's rights thereafter to require strict performance by Borrowers of any provision of this Agreement. Agent's and each Lender's rights under this Agreement and the other Loan Documents will
be cumulative and not exclusive of any other right or remedy that Agent or any Lender may have.

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16.AGENT; THE LENDER GROUP.

16.1Appointment and Authorization of Agent.Each Lender hereby
designates and appoints WFRF as its representative under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to take such action on its behalf under the
provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan
Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as such on the express conditions contained in this Section 16. The provisions of thisSection 16are solely for the benefit of Agent, and the
Lenders, and Borrowers shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other
Loan Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with
any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent; it
being expressly understood and agreed that the use of the word "Agent" is for convenience only, that WFRF is merely the representative of the Lenders, and only has the contractual duties set forth
herein. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or
taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the
foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this
Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections,
and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other
written agreements with respect to the Loan Documents, (c) make Advances, for itself or on behalf of Lenders as provided in the Loan Documents, (d) exclusively receive, apply, and
distribute the Collections as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management accounts as Agent deems necessary and appropriate in accordance with
the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group
with respect to Borrowers, the Obligations, the Collateral, the Collections, or
otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and
fulfillment of its functions and powers pursuant to the Loan Documents.

16.2Delegation of Duties.Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters
pertaining to its rights and duties under this Agreement and the other Loan Documents. Agent may utilize the services of such Persons as Agent in its sole discretion may reasonably determine, and all
reasonable fees and expenses of any such Persons shall be paid by Borrowers. Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects as long as such selection was made without gross negligence or willful misconduct.

16.3Liability of Agent.None of the Agent-Related Persons shall
(a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except
for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by any Borrower or any
Subsidiary or Affiliate of any Borrower, or any officer or director thereof, contained in this Agreement or in any other Loan Document, or in any

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certificate,
report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the Books or properties of Borrowers or the books or records or properties of any of Borrowers' Subsidiaries or
Affiliates.

16.4Reliance by Agent.



16.5Notice of Default or Event of Default.Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid
to Agent for the account of the Lenders, except with respect to Events of Default of which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or Administrative
Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a "notice of default." Agent promptly will notify the Lenders of its receipt of any
such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and
Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 16.4, Agent shall take such action with respect to
such Default or Event of Default as may be requested by the Required Lenders in
accordance withSection 9;provided,however,
that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable.

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16.6Credit Decision.Each Lender acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrowers and their Subsidiaries or Affiliates,
shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial
and other condition and creditworthiness of Borrowers and any other Person (other than the Lender Group) party to a Loan Document, and all applicable bank regulatory laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrowers. Each Lender also represents that it will, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking
action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to
inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrowers and any other Person (other than the Lender Group) party to a Loan
Document. Except for notices, reports, and other documents expressly herein required to be furnished to the Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with
any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrowers and any other Person party to a Loan Document
that may come into the possession of any of the Agent-Related Persons.

16.7Costs and Expenses; Indemnification.Agent may incur and
pay Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents,
including court costs, reasonable attorneys fees and expenses, costs of collection by outside collection agencies and auctioneer fees and costs of security guards or insurance premiums paid to
maintain the Collateral, whether or not Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to the Loan Agreement or otherwise. Agent is authorized and directed to deduct
and retain sufficient amounts from Collections received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to
Lenders. In the event Agent is not reimbursed for such costs and expenses from Collections received by Agent, each Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent
for the amount of such Lender's Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the
extent not reimbursed by or on behalf of Borrowers and without limiting the obligation of Borrowers to do so), according to their Pro Rata Shares, from and against any and all Indemnified Liabilities; provided,however, that no Lender shall be liable for the payment to any Agent-Related Person of any
portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any Defaulting Lender in
failing to make an Advance or other extension of credit hereunder. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender's ratable share of any costs or
out-of-pocket expenses (including attorneys fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification,
amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowers. The undertaking in this Section shall survive the payment
of all Obligations hereunder and the resignation or replacement of Agent.

16.8Agent in Individual Capacity.WFRF and its Affiliates may
make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in, and generally engage in any kind of banking, trust, financial advisory, underwriting, or
other business with Borrowers and their

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Subsidiaries
and Affiliates and any other Person (other than the Lender Group) party to any Loan Documents as though WFRF were not Agent hereunder, and, in each case, without notice to or consent of
the other members of the Lender Group. The other members of the Lender Group acknowledge that, pursuant to such activities, WFRF or its Affiliates may receive information regarding Borrowers or their
Affiliates and any other Person (other than the Lender Group) party to any Loan Documents that is subject to confidentiality obligations in favor of Borrowers or such other Person and that prohibit
the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver Agent will
use its reasonable best efforts to obtain), Agent shall not be under any obligation to provide such information to them. The terms "Lender" and "Lenders" include WFRF in its individual capacity.

16.9Successor Agent.Agent may resign as Agent upon
45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the
effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. In any such event, upon the acceptance of its appointment as successor Agent
hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment,
powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of thisSection 16shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is
45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of
Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

16.10Lender in Individual Capacity.Any Lender and its
respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial
advisory, underwriting or other business with Borrowers and their Subsidiaries and Affiliates and any other Person (other than the Lender Group) party to any Loan Documents as though such Lender were
not a Lender hereunder without notice to or consent of the other members of the Lender Group. The other members of the Lender Group acknowledge that, pursuant to such activities, such Lender and its
respective Affiliates may receive information regarding Borrowers or their Affiliates and any other Person (other than the Lender Group) party to any Loan Documents that is subject to confidentiality
obligations in favor of Borrowers or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence
of a waiver of such confidentiality obligations, which waiver such Lender will use its reasonable best efforts to obtain), such Lender not shall be under any obligation to provide such information to
them. With respect to the Swing Loans and Agent Advances, Swing Lender shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not
the sub-agent of the Agent.

16.11Payments to, and Distributions by, Agent.



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16.12Duties in the Case of Enforcement.In case one or more
Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, Agent shall, if (a) so requested by the Required Lenders, and
(b) the Lenders have provided to Agent such additional indemnities and assurances against expenses and liabilities as Agent may reasonably request, proceed to enforce the provisions of this
Agreement and the other Loan Documents authorizing the sale or other disposition of all or any part of the Collateral and exercise all or any such other legal and equitable and other rights or
remedies as it may have in respect of such Collateral. The Required Lenders may direct Agent in writing as to the method and the extent of any such sale or other disposition, the Lenders hereby
agreeing to indemnify and hold Agent, harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions, providedthat Agent need not comply with any
such direction to the extent that Agent reasonably believes Agent's compliance with such direction to be
unlawful or commercially unreasonable in any applicable jurisdiction.

16.13Agent May File Proofs of Claim.



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16.14Withholding Taxes.



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16.15Collateral Matters.



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16.16Restrictions on Actions by Lenders; Sharing of Payments.



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16.17Agency for Perfection.Agent hereby appoints each other
Lender as its agent (and each Lender hereby accepts such appointment) for the purpose of perfecting the Agent's Liens in assets which, in accordance with Article 9 of the Code can be perfected
only by possession. Should any Lender obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent's request therefor shall deliver such Collateral to
Agent or in accordance with Agent's instructions.

16.18Payments by Agent to the Lenders.All payments to be made
by Agent to the Lenders shall be made by bank wire transfer or internal transfer of immediately available funds pursuant to such wire transfer instructions as each party may designate for itself by
written notice to Agent. Concurrently with each such payment, Agent shall identify whether such payment (or any portion thereof) represents principal, premium, or interest of the Obligations.

16.19Concerning the Collateral and Related Loan Documents.Each
member of the Lender Group authorizes and directs Agent to enter into this Agreement and the other Loan Documents relating to the Collateral, for the benefit of the Lender Group. Each member of the
Lender Group agrees that any action taken by Agent in accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by Agent of its powers set
forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.

16.20Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports
and Information.By becoming a party to this Agreement, each Lender:



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In
addition to the foregoing: (x) any Lender may from time to time request of Agent in writing that Agent provide to such Lender a copy of any report or document provided by
Borrowers to Agent that has not been contemporaneously provided by Borrowers to such Lender, and, upon receipt of such request, Agent shall provide a copy of same to such Lender, (y) to the
extent that Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Borrowers, any Lender may, from time to time, reasonably request Agent to
exercise such right as specified in such Lender's notice to Agent, whereupon Agent promptly shall request of Administrative Borrower the additional reports or information reasonably specified by such
Lender, and, upon receipt thereof from Administrative Borrower, Agent promptly shall provide a copy of same to such Lender, and (z) any time that Agent renders to Administrative Borrower a
statement regarding the Loan Account, Agent shall send a copy of such statement to each Lender.

16.21Several Obligations; No Liability.Notwithstanding that
certain of the Loan Documents now or hereafter may have been or will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on
the part of Agent (if any) to make any credit available hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their respective
Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their respective Commitments. Nothing contained herein shall confer upon
any Lender any interest in, or subject any Lender to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely
responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability to
any Participant of any other Lender. Except as provided inSection 16.7, no member of the Lender Group shall have any liability for the acts or
any other member of the Lender Group. No Lender shall be responsible to any Borrower or any other Person for any failure by any other Lender to fulfill its obligations to make credit available
hereunder, nor to advance for it or on its behalf in connection with its Commitment, nor to take any other action on its behalf hereunder or in connection with the financing contemplated herein.

16.22Legal Representation of Agent.In connection with the
negotiation, drafting, and execution of this Agreement and the other Loan Documents, or in connection with future legal representation relating to loan administration, amendments, modifications,
waivers, or enforcement of remedies, Bingham McCutchen LLP ("Bingham") only has represented and only shall represent WFRF in its capacity as Agent and
as a Lender. Each other Lender hereby acknowledges that Bingham does not represent it in connection with any such matters.

16.23Confidentiality.Except as otherwise provided in this
Agreement, Agent shall not disclose any confidential information to any Person without the written consent of Borrower, other than (a) to Agent's Affiliates and its officers, directors,
employees, agents and advisors and to actual or prospective assignees and participants, and then only on a confidential basis; (b) as required by any law, rule or regulation or judicial
process; and (c) as requested or required by any state, federal or foreign authority

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or
examiner regulating banks or banking. If Agent is required by any law, rule or regulation or judicial process to disclose any confidential information, Agent will promptly give notice to Borrower
so that Borrower may seek a protective order or other appropriate remedy. If Borrower shall not obtain such protective order or other remedy, Agent will endeavor to furnish only that portion of the
confidential information which Agent reasonably believes to be legally required.

17.GENERAL PROVISIONS.

17.1Effectiveness.This Agreement shall be binding and deemed
effective when executed by Borrowers, Agent, and each Lender whose signature is provided for on the signature pages hereof.

17.2Section Headings.Headings and numbers have been set forth
herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

17.3Interpretation.Neither this Agreement nor any uncertainty
or ambiguity herein shall be construed or resolved against the Lender Group or Borrowers, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all
parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

17.4Severability of Provisions.Each provision of this
Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

17.5Amendments in Writing.This Agreement only can be amended
by a writing in accordance withSection 15.1.

17.6Counterparts; Telefacsimile Execution.This Agreement may
be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken
together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as effective as delivery of an original executed
counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile also shall deliver an original executed counterpart of this Agreement but the failure to
deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis.

17.7Revival and Reinstatement of Obligations.If the incurrence
or payment of the Obligations by any Borrower or the transfer to the Lender Group of any property should for any reason subsequently be declared to be void or voidable under any state or federal law
relating to creditors' rights, including provisions of the Bankruptcy Code relating to fraudulent conveyances, preferences, or other voidable or recoverable payments of money or transfers of property
(collectively, a "Voidable Transfer"), and if the Lender Group is required to repay or restore, in whole or in part, any such Voidable Transfer, or
elects to do so upon the reasonable advice of its counsel, then, as to any such Voidable Transfer, or the amount thereof that the Lender Group is required or elects to repay or restore, and as to all
reasonable costs, expenses, and attorneys fees of the Lender Group related thereto, the liability of Borrowers automatically shall be revived, reinstated, and restored and shall exist as though such
Voidable Transfer had never been made.

17.8Integration.This Agreement, together with the other Loan
Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written,
before the date hereof.

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17.9Parent as Agent for Borrowers.Each Borrower hereby
irrevocably appoints Parent as the borrowing agent and attorney-in-fact for all Borrowers (the "Administrative Borrower") which
appointment shall remain in full force and effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another
Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide Agent with all notices with respect to
Advances and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) to take such action as the Administrative Borrower
deems appropriate on its behalf to obtain Advances and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is
understood that the handling of the Loan Account and Collateral of Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize
the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that Lender Group shall not incur liability to any Borrower as a result hereof. Each
Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent
on the continued
successful performance of the integrated group. To induce the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the
Lender Group and hold each member of the Lender Group harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lender Group by any Borrower or by any third
party whosoever, arising from or incurred by reason of (a) the handling of the Loan Account and Collateral of Borrowers as herein provided, (b) the Lender Group's relying on any
instructions of the Administrative Borrower, or (c) any other action taken by the Lender Group hereunder or under the other Loan Documents, except that Borrowers will have no liability to the
relevant Agent-Related Person or Lender-Related Person under thisSection 17.9with respect to any liability that has been finally determined by
a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Agent-Related Person or Lender-Related Person, as the case may be.

17.10Amendment and Restatement.This Agreement and the
financing commitments set forth herein constitute an amendment, modification and restatement, but not an extinguishment or novation, of the Existing Loan Agreement and the financing commitments set
forth therein. This Agreement and the Loan Documents are not intended as, and shall not be construed as, a release, impairment or novation of the indebtedness, liabilities and obligations of the
Borrowers under the Existing Loan Agreement and the other documents contemplated thereby or the liens and security interests granted therein, all of which liens and security interests are hereby
modified and affirmed. With respect to matters relating to the period of this Agreement prior to the date hereof, all of the provisions of the Existing Loan Agreement are hereby ratified and
confirmed, and shall remain in full force and effect. The Existing Loan Agreement, as modified by the provisions of this Agreement, shall be construed as one agreement.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

| |  | ULTIMATE ELECTRONICS, INC.,a Delaware corporation
| |  | -------------------------------------------------
| |  | By:                                              
| |  | Name:                                            
| |  | Title:                                           
| |  | ULTIMATE INTANGIBLES CORP.,a Colorado corporation
| |  | By:                                              
| |  | Name:                                            
| |  | Title:                                           
| |  | ULTIMATE LEASING CORP.,a Colorado corporation    
| |  | By:                                              
| |  | Name:                                            
| |  | Title:                                           
| |  | FAST TRAK, INC.,a Minnesota corporation          
| |  | By:                                              
| |  | Name:                                            
| |  | Title:                                           

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| |  | ULTIMATE ELECTRONICS PARTNERS CORP.,a Colorado corporation 
| |  | -----------------------------------------------------------
| |  | By:                                                        
| |  | Name:                                                      
| |  | Title:                                                     
| |  | ULTIMATE ELECTRONICS LEASING LP,a Texas limited partnership
| |  | By:                                                        
| |  | By:                                                        
| |  | Name:                                                      
| |  | Title:                                                     
| |  | ULTIMATE ELECTRONICS TEXAS LP,a Texas limited partnership  
| |  | By:                                                        
| |  | By:                                                        
| |  | Name:                                                      
| |  | Title:                                                     

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| |  | AGENT:                                                                        
| |  | ------------------------------------------------------------------------------
| |  | WELLS FARGO RETAIL FINANCE, LLC,a Delaware limited liability company, as Agent
| |  | By:                                                                           
| |  | Name:                                                                         
| |  | Title:                                                                        

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| |  | LENDERS:                                                                       
| |  | -------------------------------------------------------------------------------
| |  | WELLS FARGO RETAIL FINANCE, LLC,a Delaware limited liability company, as Lender
| |  | By:                                                                            
| |  | Name:                                                                          
| |  | Title:                                                                         

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