SUCCESSORIES INC
EXHIBIT 10.28
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>4
<FILENAME>a2080005zex-10_28.txt
<DESCRIPTION>EXHIBIT 10.28
<TEXT>
<Page>

                               EIGHTH AMENDMENT TO
                                CREDIT AGREEMENT

         THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT ("Eighth Amendment") dated as
December 3, 2001. by and among SUCCESSORIES, INC., an Illinois corporation,
SUCCESSORIES OF ILLINOIS, INC., an Illinois corporation, and CELEX SUCCESSORIES,
INC., a Canadian corporation (hereinafter, together with their successors in
title and assigns, called the "Borrowers" and each of which individually is a
"Borrower"), THE PROVIDENT BANK, as Agent, an Ohio banking corporation
("Agent"), and various Lenders as set forth in the Credit Agreement.

                              PRELIMINARY STATEMENT

         WHEREAS, Borrowers, Agent and Lenders have entered into a Credit
Agreement dated as June 20, 1997, as amended by a First Amendment dated as of
July 16, 1997, a Second Amendment dated as of May 14, 1998, a Third Amendment
dated as of September 1, 1998, a Fourth Amendment dated as of April 28, 1999, a
Fifth Amendment dated as of April 6, 2000, a Sixth Amendment dated as of August
28, 2000, and a Seventh Amendment dated as of September 4, 2001 (as so amended,
the "Credit Agreement");

         WHEREAS, Borrowers have requested and Agent and Lenders have agreed to
make amendments to certain definitions in the Credit Agreement and waive certain
covenants set forth in the Credit Agreement; and

         WHEREAS, Borrowers, Agent and Lenders now wish to amend the Credit
Agreement in accordance with the terms and provisions hereof.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree to
supplement and amend the Credit Agreement upon such terms and conditions as
follows:

         1. CAPITALIZED TERMS. All capitalized terms used herein shall have the
meanings assigned to them in the Credit Agreement unless the context hereof
requires otherwise. Any definitions as capitalized terms set forth herein shall
be deemed incorporated into the Credit Agreement as amended by this Eighth
Amendment.

         2. Definitions; Exhibits.

         (a) The following definitions contained in Section 1.2 of the Credit
Agreement are hereby amended in their entirety to read as follows:

                  "APPLICABLE MARGIN" means two percent (2%) for the Loans.

                  "BORROWING BASE" means, as of any date of determination, the
         sum of (a) an amount equal to eighty-five percent (85%) of Eligible
         Receivables, PLUS (b) an amount equal to the lesser of Three Million
         and 00/100 Dollars ($3,000,000.00) and an amount equal to the
         percentage of Eligible Inventory equal to the Advance Rate.

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         (b) Section 1.2 of the Credit Agreement is hereby amended to add the
following definition to read in its entirety as follows:

                  "EIGHTH AMENDMENT CLOSING DATE" means the day on which the
         Eighth Amendment to Credit Agreement is executed and delivered by all
         applicable parties.

         3. WAIVER OF CERTAIN COVENANTS Lenders and Agent hereby agree to waive
the application of Sections 7.1 and 7.2 of the Credit Agreement as they relate
solely to the Reference Period ending closest to the October 31, 2001
Computation Date. This waiver applies only to Sections 7.1 and 7.2 of the Credit
Agreement as they relate solely to the Reference Period ending closest to the
October 31, 2001 Computation Date and does not otherwise modify or waive any
other covenant or agreement contained in the Credit Agreement. Lenders and Agent
hereby reserve their right to exercise in their discretion any and all of the
rights and remedies under the Credit Agreement, applicable law or otherwise.

         4. REAFFIRMATION OF COVENANTS, WARRANTIES AND REPRESENTATIONS.
Borrowers hereby agree and covenant that all representations and warranties set
forth in the Credit Agreement including, without limitation, all of those
representations and warranties set forth in Article 5 thereof, are true and
accurate as of the date hereof and except to the extent that such relate to a
specific date. Borrowers further reaffirm all covenants set forth in the Credit
Agreement, and reaffirm each of the affirmative covenants set forth in Article
6, all financial covenants set forth in Article 7, except to the extent modified
or amended by this Eighth Amendment, and all negative covenants set forth in
Article 8 thereof, as if fully set forth herein.

         5. CONDITIONS PRECEDENT TO CLOSING OF EIGHTH AMENDMENT. On or prior to
the Eighth Amendment Closing Date, each of the following conditions precedent
shall have been satisfied:

                  (a) DOCUMENTS. Each of the documents to be executed and
delivered at the Eighth Amendment Closing and all other certificates, documents
and instruments to be executed in connection herewith shall have been duly and
properly authorized, executed and delivered by Borrowers and shall be in full
force and effect on and as of the Eighth Amendment Closing Date.

                  (b) ADJUSTED BORROWING BASE. Pursuant to Section 6.1(l) of the
Credit Agreement, Borrowers shall provide to Agent a Compliance Certificate and
a Borrowing Base Certificate, for the most recent period in reasonable detail,
accurate and complete in all material respects, useable in determination of the
Maximum Borrowing Base.

                  (c) LEGALITY OF TRANSACTIONS. No change in applicable law
shall have occurred as a consequence of which it shall have become and continue
to be unlawful (i) for Agent and each Lender to perform any of their agreements
or obligations under any of the Loan Documents, or (ii) for Borrowers to perform
any of their agreements or obligations under any of the Loan Documents.

                   (d) PERFORMANCE. Except as set forth herein, Borrowers shall
have duly and properly performed, complied with and observed each of their
covenants, agreements and obligations contained in each of the Loan Documents.
Except as set forth herein, no event shall

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have occurred on or prior to the Eighth Amendment Closing Date, and no condition
shall exist on the Eighth Amendment Closing Date which constitutes a Default or
an Event of Default.

                  (e) PROCEEDINGS AND DOCUMENTS. All corporate, governmental and
other proceedings in connection with the transactions contemplated on the Eighth
Amendment Closing Date, each of the other Loan Documents and all instruments and
documents incidental thereto, shall be in form and substance reasonably
satisfactory to Agent.

                  (f) NO CHANGES. Since the date of the most recent balance
sheets of Borrowers delivered to Agent, no changes shall have occurred in the
assets, liabilities, financial condition, business, operations or prospects of
Borrowers which, individually or in the aggregate, are material to Borrowers,
except as otherwise disclosed to Lenders and Agents in writing, and Agent shall
have completed such review of the status of all current and pending legal issues
as Agent shall deem necessary or appropriate.

         6. MISCELLANEOUS.

                  (a) Borrowers shall reimburse Agent for all fees and
disbursements of legal counsel to Agent which shall have been incurred by Agent
in connection with the preparation, negotiation, review, execution and delivery
of this Eighth Amendment and the handling of any other matters incidental
hereto.

                  (b) All of the terms, conditions and provisions of the Credit
Agreement not herein modified shall remain in full force and effect. In the
event a term, condition or provision of the Credit Agreement conflicts with a
term, condition or provision of this Eighth Amendment, the latter shall govern.

                  (c) This Eighth Amendment shall be governed by and shall be
construed and interpreted in accordance with the laws of the State of Ohio.

                  (d) This Eighth Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
successors and assigns.

                  (e) This Eighth Amendment may be executed in several
counterparts, each of which shall constitute an original, but all which together
shall constitute one and the same agreement.


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         IN WITNESS WHEREOF, this Eighth Amendment has been duly executed and
delivered by or on behalf of each of the parties as of the day and year first
above written.

                                   BORROWERS:

                                  SUCCESSORIES, INC., an Illinois corporation

                                   By:
                                      -----------------------------------------
                                   Name:    Gary J. Rovansek
                                   Title:   President


                                  SUCCESSORIES OF ILLINOIS, INC., an Illinois
                                  corporation

                                   By:
                                      -----------------------------------------
                                   Name:    Gary J. Rovansek
                                   Title:   President


                                  CELEX SUCCESSORIES, INC., a Canadian
                                  corporation

                                   By:
                                      -----------------------------------------
                                   Name:    Gary J. Rovansek
                                   Title:   President

                                   AGENT:

                                  THE PROVIDENT BANK, as Agent, an Ohio banking
                                  corporation

                                   By:
                                      -----------------------------------------
                                   Name:    Nick Jevic
                                   Title:   Senior Vice President

                                   LENDERS:

                                  THE PROVIDENT BANK, an Ohio banking
                                  corporation

                                   By:
                                      -----------------------------------------
                                   Name:    Nick Jevic
                                   Title:   Senior Vice President

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