Amended And Restated Credit Agreement

EXECUTION COPY

Exhibit 10.73

AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF JUNE 30, 2004

AMONG

ACTION PERFORMANCE COMPANIES, INC.,
ACTION RACING COLLECTABLES, INC.,
ACTION SPORTS IMAGE, L.L.C.,
FUNLINE MERCHANDISE COMPANY, INC.,
JEFF HAMILTON COLLECTION, INC.
MCARTHUR TOWEL AND SPORTS, INC.,
RACING COLLECTABLES CLUB OF AMERICA, INC.,
AND
TREVCO TRADING CORP.

AS BORROWERS,

THE LOAN PARTIES PARTY HERETO,

THE LENDERS PARTY HERETO FROM TIME TO TIME,

BANK ONE, NA (MAIN OFFICE CHICAGO),
AS AGENT AND LC ISSUER

AND

BANC ONE CAPITAL MARKETS, INC.,
AS LEAD ARRANGER AND SOLE BOOK RUNNER


TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 ARTICLE II THE FACILITY 28 2.1 The Facility 28 2.1.1 Revolving Loans 28 2.1.2 Facility LCs 31 2.1.3 Non-Ratable Loans 36 2.1.4 Protective Advances and Overadvances 37 2.1.5 Term A Loans 38 2.1.6 Term B Loans 39 2.2 Ratable Loans; Risk Participation 39 2.3 Payment of the Obligations 40 2.4 Minimum Amount of Each Advance 40 2.5 Funding Account 40 2.6 Reliance Upon Authority; No Liability 40 2.7 Conversion and Continuation of Outstanding Advances 40 2.8 Telephonic Notices 41 2.9 Notification of Advances, Interest Rates and Repayments 41 2.10 Fees 41 2.11 Interest Rates 42 2.12 Eurodollar Advances Post Default; Default Rates 42 2.13 Interest Payment Dates; Interest and Fee Basis 43 2.14 Voluntary Prepayments 43 2.15 Mandatory Prepayments 43 2.16 Termination of the Facility 45 2.17 Method of Payment 46 2.18 Apportionment, Application, and Reversal of Payments 47 2.19 Settlement 48 2.20 Indemnity for Returned Payments 49 2.21 Noteless Agreement; Evidence of Indebtedness 49 2.22 Lending Installations 50 2.23 Non-Receipt of Funds by the Agent; Defaulting Lenders 50 2.24 Limitation of Interest 51 2.25 Borrower' s Reduction of Commitment 53 ARTICLE III YIELD PROTECTION; TAXES 53 3.1 Yield Protection 53 3.2 Changes in Capital Adequacy Regulations 54 3.3 Availability of Types of Advances 54 3.4 Funding Indemnification 54 3.5 Taxes 55 3.6 Lender Statements; Survival of Indemnity 57 3.7 Replacement of Lender 57

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ARTICLE IV CONDITIONS PRECEDENT 58 4.1 Effectiveness 58 4.2 Each Credit Extension 61 ARTICLE V REPRESENTATIONS AND WARRANTIES 61 5.1 Existence and Standing 61 5.2 Authorization and Validity 62 5.3 No Conflict; Government Consent 62 5.4 Security Interest in Collateral 62 5.5 Financial Statements 62 5.6 Material Adverse Change 63 5.7 Taxes 63 5.8 Litigation and Contingent Obligations 63 5.9 Capitalization and Subsidiaries 63 5.10 ERISA 64 5.11 Accuracy of Information 64 5.12 Names; Prior Transactions 64 5.13 Regulation U 64 5.14 Material Agreements 64 5.15 Compliance With Laws 64 5.16 Ownership of Properties 65 5.17 Plan Assets; Prohibited Transactions 65 5.18 Environmental Matters 65 5.19 Investment Company Act 65 5.20 Public Utility Holding Company Act 65 5.21 Bank Accounts 65 5.22 Indebtedness 65 5.23 Affiliate Transactions 65 5.24 Real Property; Leases 66 5.25 Intellectual Property Rights 66 5.26 Insurance 66 5.27 Solvency 66 5.28 Subordinated Indebtedness 67 5.29 Post-Retirement Benefits 67 5.30 Common Enterprise 67 5.31 Reportable Transaction 67 5.32 Labor Disputes 67 ARTICLE VI COVENANTS 68 6.1 Financial and Collateral Reporting 68 6.2 Use of Proceeds 71 6.3 Notices 71 6.4 Conduct of Business 73 6.5 Taxes 74 6.6 Payment of Indebtedness and Other Liabilities 74 6.7 Insurance 74

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6.8 Compliance with Laws 76 6.9 Maintenance of Properties and Intellectual Property Rights 76 6.10 Inspection 76 6.11 Appraisals 77 6.12 Communications with Accountants 77 6.13 Collateral Access Agreements and Real Estate Purchases 77 6.14 Deposit Account Control Agreements 77 6.15 Additional Collateral; Further Assurances 77 6.16 Dividends 79 6.17 Indebtedness 79 6.18 Capital Structure 81 6.19 Merger 81 6.20 Sale of Assets 81 6.21 Investments and Acquisitions 81 6.22 Liens 82 6.23 Change of Name or Location; Change of Fiscal Year 84 6.24 Affiliate Transactions 84 6.25 Amendments to Agreements 84 6.26 Prepayment of Indebtedness; Subordinated Indebtedness 84 6.27 Financial Contracts 85 6.28 Capital Expenditures 85 6.29 Financial Covenants 85 6.29.1 Fixed Charge Coverage Ratio 85 6.29.2 Minimum Tangible Net Worth 85 6.30 Depository Banks 86 6.31 Sale of Accounts 86 6.32 Convertible Note Repurchase 86 ARTICLE VII DEFAULTS 86 ARTICLE VIII REMEDIES; WAIVERS AND AMENDMENTS 90 8.1 Remedies 90 8.2 Waivers by Loan Parties 91 8.3 Amendments 91 8.4 Preservation of Rights 93 ARTICLE IX GENERAL PROVISIONS 94 9.1 Survival of Representations 94 9.2 Governmental Regulation 94 9.3 Headings 94 9.4 Entire Agreement 94 9.5 Several Obligations; Benefits of this Agreement 94 9.6 Expenses; Indemnification 94 9.7 Numbers of Documents 96 9.8 Accounting 97 9.9 Severability of Provisions 97 9.10 Nonliability of Lenders 97

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9.11 Confidentiality 97 9.12 Nonreliance 98 9.13 Disclosure 98 9.14 Amendment and Restatement 99 ARTICLE X THE AGENT 99 10.1 Appointment; Nature of Relationship 99 10.2 Powers 99 10.3 General Immunity 99 10.4 No Responsibility for Credit Extensions, Recitals, etc. 100 10.5 Action on Instructions of the Lenders 100 10.6 Employment of Agents and Counsel 100 10.7 Reliance on Documents; Counsel 100 10.8 Agent' s Reimbursement and Indemnification 101 10.9 Notice of Default 101 10.10 Rights as a Lender 101 10.11 Lender Credit Decision 102 10.12 Successor Agent 102 10.13 Delegation to Affiliates 103 10.14 Execution of Loan Documents 103 10.15 Collateral Matters 103 10.16 Co-Agents, Documentation Agent, Syndication Agent, etc. 105 ARTICLE XI SETOFF; RATABLE PAYMENTS 105 11.1 Setoff 105 11.2 Ratable Payments 106 ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS 106 12.1 Successors and Assigns 106 12.2 Participations 107 12.3 Assignments 107 12.4 Dissemination of Information 109 12.5 Tax Treatment 109 12.6 Assignment by LC Issuer 109 ARTICLE XIII NOTICES 110 13.1 Notices; Effectiveness; Electronic Communications 110 13.2 Change of Address, Etc. 111 ARTICLE XIV COUNTERPARTS 111 ARTICLE XV GUARANTY 111 15.1 Guaranty 111 15.2 Guaranty of Payment 112 15.3 No Discharge or Diminishment of Guaranty 112 15.4 Defenses Waived 113 15.5 Rights of Subrogation 114

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15.6 Reinstatement; Stay of Acceleration 114 15.7 Information 114 15.8 Termination 114 15.9 Taxes 114 15.10 Severability 115 15.11 Contribution 115 15.12 Lending Installations 116 15.13 Liability Cumulative 116 ARTICLE XVI CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL 116 16.1 CHOICE OF LAW 116 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

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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

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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;

WHEREAS, the Borrowers and the other Loan Parties have agreed to secure all of their obligations under the Loan Documents by granting to the Agent, on behalf of the Lenders, a security interest in and lien upon the Collateral as set forth in the Collateral Documents; and

WHEREAS, the Guarantors have agreed to guarantee all of the Obligations of the Borrowers under the Loan Documents to the Agent and the Lenders as set forth in the Guaranty;

NOW THEREFORE, in consideration of these premises and the terms and conditions set forth in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby amend and completely restate the Original Loan Agreement, effective as of the Closing Date (as defined below), and do hereby agree as follows:

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ARTICLE I

DEFINITIONS

As used in this Agreement:

" Account" shall have the meaning given to such term in the Security Agreement.

" Account Debtor" means any Person obligated on an Account.

" Acquisition" means any transaction, or any series of related transactions, consummated on or after the Closing Date, by which any Loan Party (a) acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the Capital Stock of a Person which has ordinary voting power for the election of directors or other similar management personnel of a Person (other than Capital Stock having such power only by reason of the happening of a contingency) or a majority of the outstanding Capital Stock of a Person.

" Advance" means a borrowing hereunder, (a) made by some or all of the Lenders on the same Borrowing Date, or (b) converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Loans of the same Type and, in the case of Eurodollar Loans, for the same Interest Period. The term Advance shall include Non-Ratable Loans, Overadvances and Protective Advances unless otherwise expressly provided.

" Affected Lender" is defined in Section 3.7.

" Affiliate" of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns 15% or more of any class of the voting Capital Stock of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of Capital Stock, by contract or otherwise.

" Agent" means Bank One in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Agent appointed pursuant to Article X.

" Aggregate Borrowing Base" means the aggregate of the Borrowing Bases of all of the Borrowers.

" Aggregate Borrowing Base Certificate" means a certificate signed by an Authorized Person of the Borrower Representative in the form of Exhibit I or another form which is acceptable to the Agent in its sole discretion.

" Aggregate Commitment" means the aggregate of the Commitments of all the Lenders, as reduced from time to time pursuant to the terms hereof, which Aggregate Commitment shall

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on the Closing Date be in the amount of $75,000,000, which may be subsequently increased pursuant to the terms and conditions set forth herein, by an amount not to exceed $20,000,000 as a result of the occurrence of a Revolving Commitment Adjustment Event.

" Aggregate Credit Exposure" means, at any time, the aggregate of the Credit Exposure of all the Lenders.

" Aggregate Revolving Exposure" means, at any time, the aggregate Revolving Exposure of all the Lenders.

" Agreement" means this Amended and Restated Credit Agreement, as it may be amended or modified and in effect from time to time.

" Alternate Base Rate" means, for any day, a rate of interest per annum equal to the higher of (a) the Prime Rate for such day and (b) the sum of the Federal Funds Effective Rate for such day plus 1/2% per annum.

" Applicable Fee Rate" means, at any time, the percentage rate per annum at which fees accrue on Available Revolving Commitment at such time as set forth in the Pricing Schedule.

" Applicable Margin" means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule.

" Approved Fund" means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

" Arranger" means Banc One Capital Markets, Inc., a Delaware corporation, and its successors, in its capacity as Lead Arranger and Sole Book Runner.

" Article" means an article of this Agreement unless another document is specifically referenced.

" Assignment Agreement" is defined in Section 12.3(a).

" Authorized Person" means any of David Martin, Stephanie Caldwell or any other Person from time to time so authorized by Borrower Representative in a writing signed by the Chief Financial Officer of Borrower Representative.

" Availability" means, with respect to all of the Borrowers, at any time, an amount equal to the lesser of (a) the Revolving Commitment and (b) the Aggregate Borrowing Base, in each case, minus the Aggregate Revolving Exposure.

" Available Revolving Commitment" means, at any time, the Revolving Commitment then in effect minus the Aggregate Revolving Exposure at such time.

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" Bank One" means Bank One, NA, a national banking association, with its main office in Chicago, Illinois, in its individual capacity, and its successors.

" Banking Services" means each and any of the following bank services provided to any Loan Party by Bank One or any of its Affiliates: (a) commercial credit cards, (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

" Banking Services Obligations" of the Loan Parties means any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

" Banking Services Reserves" means all Reserves which the Agent from time to time establishes in its Permitted Discretion for Banking Services then provided or outstanding.

" Bankruptcy Code" means Title 11 of the U.S. Code (11 U.S.C. a7 101 et seq.) as amended, reformed, or otherwise modified from time to time, and any rule or regulation issued thereunder.

" Borrower" or " Borrowers" means, individually or collectively, the Company, ARC, ASI, Funline, Hamilton, McArthur, RCCA and Trevco and their respective successors and assigns.

" Borrower Representative" means the Company, in its capacity as contractual representative of the Borrowers pursuant to Article XVII.

" Borrowing Base" means, at any time, with respect to each Borrower, the sum of (a) 100% of Eligible Cash Collateral, (b) 85% of such Borrower' s Eligible Accounts at such time, plus (c) 50% of such Borrower' s Eligible Inventory, valued at the lower of cost or market value, determined on a first-in-first-out basis or average cost basis, at such time, minus (d) the amounts outstanding under the Convertible Notes and the Indenture, minus (e) Reserves related to such Borrower. After the occurrence and during the continuation of an Unmatured Default or Default, the Agent may, in its Permitted Discretion, reduce the advance rates set forth above or reduce one or more of the other elements used in computing the Borrowing Base.

" Borrowing Base Certificate" means a certificate, signed by an Authorized Person of a Borrower, in the form of Exhibit H or another form which is acceptable to the Agent in its sole discretion.

" Borrowing Date" means a date on which an Advance or a Loan is made hereunder.

" Borrowing Notice" is defined in Section 2.1.1(b).

" Business Day" means (a) with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago and New York City for the conduct of substantially all of their commercial

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lending activities, interbank wire transfers can be made on the Fedwire system and dealings in U.S. dollars are carried on in the London interbank market and (b) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system.

" Capital Expenditures" means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP.

" Capital Stock" means any and all corporate stock, units, shares, partnership interests, membership interests, equity interests, rights, securities, or other equivalent evidences of ownership (howsoever designated) issued by any Person.

" Capitalized Lease" of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.

" Capitalized Lease Obligations" of a Person means the aggregate amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP.

" Cash Equivalent Investments" means (a) short-term obligations of, or fully guaranteed by, the U.S., (b) commercial paper rated A-1 or better by S&P or P-1 or better by Moody' s, (c) demand deposit accounts maintained in the ordinary course of business with any domestic office of any commercial bank organized under the laws of the U.S. or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000, and (d) certificates of deposit issued by and time deposits with any domestic office of any commercial bank organized under the laws of the U.S. or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000; provided that , in each case, the same provides for payment of both principal and interest (and not principal alone or interest alone) and is not subject to any contingency regarding the payment of principal or interest.

" Change in Control" means (a) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 25% or more of the outstanding voting Capital Stock of the Company; or (b) the Company shall cease to own, free and clear of all Liens or other encumbrances, at least 80% of the outstanding voting Capital Stock of the other Borrowers on a fully diluted basis.

" Closing Date" means the date of this Agreement.

" Code" means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time, and any rule or regulation issued thereunder.

" Collateral" means any and all Property covered by the Collateral Documents and any and all other Property of any Loan Party, now existing or hereafter acquired, that may at any

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time be or become subject to a security interest or Lien in favor of the Agent, on behalf of itself and the Lenders, to secure the Secured Obligations.

" Collateral Access Agreement" means any landlord waiver or other agreement, in form and substance satisfactory to the Agent, between the Agent and any third party (including any bailee, consignee, customs broker, or other similar Person) in possession of any Collateral or any landlord of any Loan Party for any real Property where any Collateral is located, as such landlord waiver or other agreement may be amended, restated, or otherwise modified from time to time.

" Collateral Documents" means, collectively, the Security Agreement and any other documents granting a Lien upon the Collateral as security for payment of the Secured Obligations.

" Collateral Shortfall Amount" is defined in Section 2.1.2(l).

" Commercial LC Fee" is defined in Section 2.10(b).

" Commitment" means, for each Lender, the obligation of such Lender to make Loans to the Borrowers, and participate in Facility LCs issued upon the application of any Borrower, in an aggregate amount not exceeding the amount set forth in the Commitment Schedule or as set forth in any Assignment Agreement that has become effective pursuant to Section 12.3(c), as such amount may be increased, subject to the terms and conditions set forth herein, as a result of a Revolving Commitment Adjustment Event or otherwise modified from time to time pursuant to the terms hereof.

" Commitment Schedule" means the Schedule attached hereto identified as such.

" Company" means Action Performance Companies, Inc., an Arizona corporation and its successors and assigns.

" Compliance Certificate" is defined in Section 6.1(e).

" Consolidated Capital Expenditures" means, with reference to any period, the Capital Expenditures of the Company and its Subsidiaries calculated on a consolidated basis for such period.

" Consolidated EBITDA" means Consolidated Net Income plus , to the extent deducted from revenues in determining Consolidated Net Income, (a) Consolidated Interest Expense, (b) expense for taxes paid or accrued, net of tax refunds, (c) depreciation, (d) amortization and other non-cash charges and (e) extraordinary losses (as determined in accordance with GAAP) incurred other than in the ordinary course of business, minus , to the extent included in Consolidated Net Income, extraordinary gains (as determined in accordance with GAAP) realized other than in the ordinary course of business, all calculated for the Company and its Subsidiaries on a consolidated basis.

" Consolidated Fixed Charges" means, with reference to any period, without duplication, cash Consolidated Interest Expense, plus scheduled principal payments on Indebtedness made during such period (excluding mandatory prepayments based upon Excess Cash Flow in

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accordance with Section 2.15(d)), plus expense for federal income taxes paid in cash, plus dividends or distributions paid in cash (excluding dividends paid by a non-Wholly-Owned Subsidiary of any Loan Party to holders of Capital Stock that are not Loan Parties), plus Capitalized Lease payments, plus cash contributions to any Plan, all calculated for the Company and its Subsidiaries on a consolidated basis.

" Consolidated Interest Expense" means, with reference to any period, the interest expense of the Company and its Subsidiaries calculated on a consolidated basis for such period.

" Consolidated Net Income" means, with reference to any period, the net income (or loss) of the Company and its Subsidiaries calculated on a consolidated basis for such period.

" Consolidated Net Worth" means at any time the consolidated stockholders' equity of the Company and its Subsidiaries calculated on a consolidated basis as of such time.

" Consolidated Tangible Net Worth" means Consolidated Net Worth, minus Intangibles.

" Contingent Obligation" of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take or pay contract or the obligations of any such Person as general partner of a partnership with respect to the liabilities of the partnership.

" Controlled Group" means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated) under common control which, together with the Company or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.

" Conversion/Continuation Notice" is defined in Section 2.7.

" Convertible Note Repurchase" means the repurchase by the Company of all the outstanding Convertible Notes and the termination of the Indenture.

" Convertible Notes" means those certain 4-3/4% Convertible Subordinated Notes of the Company issued pursuant to the Indenture, due April 1, 2005.

" Copyrights" shall have the meaning given to such term in the Security Agreement.

" Credit Exposure" means, as to any Lender at any time, the sum of (a) such Lender' s Revolving Exposure at such time, plus (b) an amount equal to the aggregate principal amount of its Term Loans outstanding at such time, plus (c) an amount equal to its Pro Rata Share, if any, of the aggregate principal amount of Protective Advances outstanding at such time.

" Credit Extension" means the making of an Advance or the issuance of a Facility LC hereunder.

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" Credit Extension Date" means the Borrowing Date for an Advance or the issuance date for a Facility LC.

" Current Assets" means, at any ti ...