Exhibit 10.1
CHASE
Credit Agreement
This agreement dated as of September 19, 2007 between JPMorgan Chase Bank, NA.
(together with its successors and assigns, the "Bank") whose address is 1717
Main Street, Dallas, TX 75201, and Heeling Sports Limited (whether one or more,
and if more than one, individually and collectively, the "Borrower'), whose
address is 3200 Belmeade Drive, Suite 100, Carrollton, TX 75006.
1.
CREDIT FACILITIES.
1.1
SCOPE.
THIS AGREEMENT GOVERNS FACILITY A,
AND, UNLESS OTHERWISE AGREED TO IN WRITING BY THE BANK AND THE BORROWER OR
PROHIBITED BY APPLICABLE LAW, GOVERNS THE CREDIT FACILITIES AS DEFINED BELOW.
ADVANCES UNDER THE CREDIT FACILITIES SHALL BE SUBJECT TO THE PROCEDURES
ESTABLISHED FROM TIME TO TIME BY THE BANK. ANY PROCEDURES AGREED TO BY THE BANK
WITH RESPECT TO OBTAINING ADVANCES INCLUDING AUTOMATIC LOAN SWEEPS SHALL NOT
VARY THE TERMS OR CONDITIONS OF THIS AGREEMENT OR THE RELATED DOCUMENTS
REGARDING THE CREDIT FACILITIES.
1.2
FACILITY A (LINE OF CREDIT).
THE BANK HAS
APPROVED A CREDIT FACILITY TO THE BORROWER IN THE PRINCIPAL SUM NOT TO EXCEED
$2,000,000.00 IN THE AGGREGATE AT ANY ONE TIME OUTSTANDING ("FACILITY A").
CREDIT UNDER FACILITY A SHALL BE REPAYABLE AS SET FORTH IN A LINE OF CREDIT NOTE
EXECUTED CONCURRENTLY WITH THIS AGREEMENT, AND ANY RENEWALS, MODIFICATIONS,
EXTENSIONS, REARRANGEMENTS, RESTATEMENTS THEREOF AND REPLACEMENTS OR
SUBSTITUTIONS THEREFOR.
1.3
LETTER OF CREDIT SUB-LIMIT.
AT ANY TIME THE
BORROWER IS ENTITLED TO AN ADVANCE UNDER FACILITY A, THE BANK AGREES TO ISSUE
LETTERS OF CREDIT (ALL LETTERS OF CREDIT ISSUED FOR THE ACCOUNT OF THE BORROWER
WHICH ARE OUTSTANDING ON THE DATE OF THE LINE OF CREDIT NOTE AND ANY LETTER OF
CREDIT ISSUED UNDER THIS AGREEMENT, TOGETHER WITH ANY AND ALL AMENDMENTS,
MODIFICATIONS, RENEWALS, EXTENSIONS, INCREASES, RESTATEMENTS AND REARRANGEMENTS
OF AND SUBSTITUTIONS AND REPLACEMENTS FOR, ANY OF THE FOREGOING, A "LETTER OF
CREDIT" OR "LETTERS OF CREDIT") FOR THE ACCOUNT OF THE BORROWER IN AN AMOUNT NOT
IN EXCESS OF THE MAXIMUM ADVANCE THAT THE BORROWER WOULD THEN BE ENTITLED TO
OBTAIN UNDER FACILITY A, PROVIDED THAT (A) THE AGGREGATE MAXIMUM AMOUNT WHICH IS
DRAWN AND REMAINS UNREIMBURSED UNDER ALL LETTERS OF CREDIT PLUS THE AGGREGATE
MAXIMUM AVAILABLE AMOUNT WHICH MAY BE DRAWN UNDER ALL LETTERS OF CREDIT WHICH
ARE OUTSTANDING AT ANY TIME (THE "L/C OBLIGATIONS"), SHALL NOT EXCEED
$100,000.00, (B) THE ISSUANCE OF ANY LETTER OF CREDIT WITH AN EXPIRATION DATE
BEYOND THE MATURITY DATE OF THE LINE OF CREDIT NOTE SHALL BE ENTIRELY AT THE
DISCRETION OF THE BANK, (C) ANY LETTER OF CREDIT SHALL BE A STANDBY OR
COMMERCIAL LETTER OF CREDIT AND THE FORM OF THE REQUESTED LETTER OF CREDIT SHALL
BE SATISFACTORY TO THE BANK, IN THE BANK'S SOLE DISCRETION, AND (D) THE BORROWER
SHALL HAVE EXECUTED AN APPLICATION AND REIMBURSEMENT AGREEMENT FOR ANY LETTER OF
CREDIT IN THE BANK'S STANDARD FORM. WHILE ANY LETTER OF CREDIT IS OUTSTANDING,
THE MAXIMUM AMOUNT OF ADVANCES THAT MAY BE OUTSTANDING UNDER THE LINE OF CREDIT
NOTE SHALL BE AUTOMATICALLY REDUCED BY THE L/C OBLIGATIONS.