16.2
CONSENT TO JURISDICTION
116
16.3
WAIVER OF JURY TRIAL
117
ARTICLE XVII THE BORROWER REPRESENTATIVE
117
17.1
Appointment; Nature of Relationship
117
17.2
Powers
117
17.3
Employment of Agents
117
17.4
Notices
117
17.5
Successor Borrower Representative
117
17.6
Execution of Loan Documents; Aggregate Borrowing Base Certificate
118
17.7
Reporting
118
EXHIBIT A BORROWING NOTICE
1
EXHIBIT B
CONVERSION/CONTINUATION NOTICE
1
EXHIBIT C REVOLVING NOTE
1
EXHIBIT
C-2 TERM A NOTE
1
EXHIBIT C-3 TERM B NOTE
1
EXHIBIT D FORM OF
OPINION
1
EXHIBIT E COMPLIANCE CERTIFICATE
1
SCHEDULE I TO COMPLIANCE CERTIFICATE
1
SCHEDULE II TO COMPLIANCE CERTIFICATE
1
SCHEDULE III TO COMPLIANCE CERTIFICATE
1
EXHIBIT F JOINDER AGREEMENT
1
EXHIBIT G ASSIGNMENT AND ASSUMPTION AGREEMENT
1
EXHIBIT H BORROWING
BASE CERTIFICATE
1
EXHIBIT I AGGREGATE BORROWING BASE CERTIFICATE
1
v
EXHIBIT J FORM OF TOTAL INSTRUMENT INCREASE CERTIFICATE
1
EXHIBIT K FORM OF ADDITIONAL LENDER CERTIFICATE
1
SCHEDULE 5.8 LITIGATION AND CONTINGENT OBLIGATIONS
1
SCHEDULE 5.9 CAPITALIZATION AND SUBSIDIARIES
1
SCHEDULE 5.12 NAMES; PRIOR TRANSACTIONS
1
SCHEDULE 5.14 MATERIAL AGREEMENTS
1
SCHEDULE 5.16 OWNERSHIP OF PROPERTIES
1
SCHEDULE 5.22 INDEBTEDNESS
1
SCHEDULE 5.23 AFFILIATE TRANSACTIONS
1
SCHEDULE 5.24 REAL PROPERTY; LEASES
1
SCHEDULE 5.25 INTELLECTUAL PROPERTY RIGHTS
1
SCHEDULE 5.26 INSURANCE
1
SCHEDULE 5.32 LABOR MATTERS
1
SCHEDULE 6.3(P) MATERIAL LICENSES
1
SCHEDULE 6.21 OTHER INVESTMENTS
1
SCHEDULE 6.22 LIENS
1
vi
AMENEDED AND RESTATED
CREDIT AGREEMENT
This Amended and Restated Credit Agreement, dated as of June 30, 2004, is
among Action Performance Companies, Inc., an Arizona corporation ("APC" or
"Company"), Action Racing Collectables, Inc., an Arizona corporation ("ARC"),
Action Sports Image, L.L.C., an Arizona limited liability company ("ASI"),
Funline Merchandise Company, Inc., a California corporation ("Funline"), Jeff
Hamilton Collection, Inc., an Arizona corporation ("Hamilton"), McArthur Towel
and Sports, Inc., an Arizona corporation ("McArthur"), Racing Collectables Club
of America, Inc., an Arizona corporation ("RCCA")and Trevco Trading Corp., an
Arizona corporation ("Trevco"), each as a Borrower, the other Loan Parties, the
Lenders and Bank One, NA, a national banking association with its main office in
Chicago, Illinois, as an LC Issuer and as the Agent.
RECITALS
WHEREAS, previous hereto, the Company, the other Borrowers, certain
lenders, certain guarantors, and Bank One, NA, as agent entered into the
Original Loan Agreement (as defined herein), which Original Loan Agreement has
since been amended, modified, extended, renewed and restructured from time to
time;
WHEREAS, the Borrowers have requested that the lenders amend, restate,
modify, extend, renew and restructure the loans made pursuant to the Original
Loan Agreement to admit additional Persons as borrowers, guarantors and lenders,
as the case may be, and make available to the Borrowers loans and other
extensions of credit, on the terms and conditions set forth herein in an
aggregate original principal amount not to exceed $75,000,000 as of the Closing
Date (subject to a potential increase of up to $20,000,000 as further set forth
herein), which extensions of credit will be used by the Borrowers for the
purposes set forth in Section 6.2;