Heelys, Inc. Watch

from 8-K 13 pages 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

from 8-K 2 pages This Agreement Is Dated as of February 7, 2007, by and Between Heeling Sports Limited (The “Borrower”) and Jpmorgan Chase Bank, N.A., Successor by Merger to Bank One, Na, With Its Main Office in Chicago, Il (The “Bank”), and Its Successors and Assigns. the Provisions of This Agreement Are Effective on the Date That This Agreement Has Been Executed by All of the Signers and Delivered to the Bank (The “Effective Date”). Whereas, the Borrower and the Bank Entered Into a Credit Agreement Dated August 20, 2004, as Amended (If Applicable) (The “Credit Agreement”); and Whereas, the Borrower Has Requested and the Bank Has Agreed to Amend the Credit Agreement as Set Forth Below; Now, Therefore, in Mutual Consideration of the Agreements Contained Herein and for Other Good and Valuable Consideration, the Parties Agree as Follows: 1. Defined Terms. Capitalized Terms Not Defined Herein Shall Have the Meaning Ascribed in the Credit Agreement. 2. Modification of Credit Agreement. the Credit Agreement Is Hereby Amended as Follows: 2.1 Section 1.2 of the Credit Agreement Is Hereby Amended and Restated as Follows