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EXHIBIT 10.1
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of July 31, 2000, by and between COLUMBIA SPORTSWEAR COMPANY, an Oregon
corporation ("Borrower"), and XXXXX FARGO BANK, NATIONAL ASSOCIATION ("Bank").
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the terms
and conditions of that certain Credit Agreement between Borrower and Bank dated
as of July 31, 1997, as amended from time to time ("Credit Agreement").
WHEREAS, Bank and Borrower have agreed to certain changes in the terms
and conditions set forth in the Credit Agreement and have agreed to amend the
Credit Agreement to reflect said changes.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:
1. The definition of "Available Credit" is amended to read as follows:
""Available Credit" means, at any time, the amount by which the
aggregate of the outstanding principal amount of the Loans at
such time is less than (a) $50,000,000.00 during the period of
July 15 through December 15 of the calendar year, (b)
$25,000,000.00 during the period of December 16 through February
15 of the calendar year,and (b) $10,000,000.00 at all other times
from the date of this Agreement through the Maturity Date."
2. The definition of "Maturity Date" is amended to read as follows:
""Maturity Date" means June 30, 2002."
3. The first sentence of Section 2.1(a) is amended to read as follows:
"(a) On the terms and subject to the conditions contained
in this Agreement, Bank agrees to make loans (each a "Loan") to
Borrower from time to time until the Maturity Date in an
aggregate amount not to exceed at any time outstanding (i)
$50,000,000.00 during the period of July 15 through December 15
of the calendar year, (ii) $25,000,000.00 during the period of
December 16 through February 15 of the calendar year,and (iii)
$10,000,000.00 at all other times from the date of this Agreement
through the Maturity Date. "
4. The Note, a form of which is attached to the Credit Agreement as
Exhibit A, shall be amended, replaced and superseded by a promissory note in the
form of Exhibit A hereto, which note Borrower shall execute contemporaneously
with the execution of this Amendment.
5. The following is added to the Credit Agreement as a new Section
2.1(e):
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" (e) Unused Commitment Fee. Borrower shall pay to Bank a fee
equal to three-fortieths of one percent (0.075%) per annum
(computed on the basis of a 360-day year, actual days elapsed) on
the average daily Available Credit, which fee shall be calculated
on a quarterly basis by Bank and shall be due and payable by
Borrower in arrears within (15) days after each billing is sent
by Bank."
6. Section 5.17(a) is deleted in its entirety with the following
substituted therefor:
" (a) Maintain (on a consolidated basis) Indebtedness divided by
Tangible Net Worth not greater than 1.25 to 1.0 as of the end of
each first fiscal quarter end and as of each fiscal year end, and
not greater than 1.75 to 1.0 as of each second and third fiscal
quarter end."
7. The following is added to the Credit Agreement as a new Section
5.17(c):
" (c) Maintain (on a consolidated basis) EBITDA Coverage Ratio
not less than 4.0 to 1.0 measured on a trailing four quarter
basis, with "EBITDA" defined as net profit before tax plus
interest expense (net of capitalized interest expense),
depreciation expense and amortization expense, and with "EBITDA
Coverage Ratio" defined as EBITDA divided by the aggregate of
total interest expense plus the prior period current maturity of
long-term debt and the prior period current maturity of
subordinated debt."
8. Section 5.19 is deleted in its entirety, without substitution
therefor.
9. The dollar number "$15,000,000.00" in Section 6.6(c) is amended to
read "$25,000,000.00".
10. Schedule I to the Credit Agreement (Pricing Schedule) is amended as
follows:
(a) the pricing grid set forth therein is deleted and
replaced with the following:
"Pricing Level Level I Level II Level III
-------------- ------- -------- ---------
LIBOR Margin 00 00 00
Xxxx Xxxx Xxxxxx -000 -000 -000
CD Margin 45 55 65"
(b) the ratio "1.5:1.0" in each of the definitions of
"Level II" and "Level III" is amended to read "1.25:1.0".
(c) the words "fiscal year end financial statements" in
each instance in which they appear in the definition of "Capital
Ratio" are amended to read as follows:
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"fiscal quarter end (or in the case of the fourth fiscal
quarter, fiscal year end) financial statements"
11. Except as specifically provided herein, all terms and conditions of
the Credit Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the same
meaning when used in this Amendment. This Amendment and the Credit Agreement
shall be read together, as one document.
12. Borrower hereby remakes all representations and warranties contained
in the Credit Agreement and reaffirms all covenants set forth therein. Borrower
further certifies that as of the date of this Amendment there exists no Event of
Default as defined in the Credit Agreement, nor any condition, act or event
which with the giving of notice or the passage of time or both would constitute
any such Event of Default.
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY BANK AFTER
OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR
PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S
RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE
ENFORCEABLE.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
XXXXX FARGO BANK,
COLUMBIA SPORTSWEAR COMPANY NATIONAL ASSOCIATION
By: ______________________ By: _______________________
Title: ___________________ Title: ____________________
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REVOLVING LOANS PROMISSORY NOTE
$50,000,000.00 July 31, 2000
FOR VALUE RECEIVED, the undersigned, COLUMBIA SPORTSWEAR COMPANY, an
Oregon corporation ("Borrower"), hereby promises to pay to the order of Xxxxx
Fargo Bank, National Association ("Bank") on the Maturity Date the principal sum
of Fifty Million Dollars ($50,000,000.00), or such lesser amount as shall equal
the aggregate outstanding principal balance of all Loans made by Bank to
Borrower pursuant to the Credit Agreement referred to below.
This promissory note is the Note referred to in, and subject to the
terms of, that certain Credit Agreement between Borrower and Bank dated as of
July 31, 1997, as amended, modified, restated or supplemented from time to time
(the "Credit Agreement"). Capitalized terms used herein shall have the
respective meanings assigned to them in the Credit Agreement.
Borrower further promises to pay interest on the outstanding principal
balance hereof at the interest rates, and payable on the dates, set forth in the
Credit Agreement. All payments of principal and interest hereunder shall be made
by Bank at Bank's office in lawful money of the United States and in same day or
immediately available funds.
Bank is authorized but not required to record the date and amount of
each advance made hereunder, the date and amount of each payment of principal
and interest hereunder, and the resulting unpaid principal balance hereof, in
Bank's internal records, and any such recordation shall be prima facie evidence
of the accuracy of the information so recorded; provided however, that Bank's
failure to so record shall not limit or otherwise affect Borrower's obligations
hereunder and under the Credit Agreement to repay the principal hereof and
interest hereon.
The Credit Agreement provides, among other things, for acceleration
(which in certain cases shall be automatic) of the maturity hereof upon the
occurrence of certain stated events, in each case without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived
by Borrower.
In the event of any conflict between the terms of this promissory note
and the terms of the Credit Agreement, the terms of the Credit Agreement shall
control.
This promissory note shall be governed by and construed in accordance
with the laws of the State of Oregon.
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY BANK
AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT
FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S
RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE
ENFORCEABLE.
COLUMBIA SPORTSWEAR COMPANY
By: __________________________
Title: _______________________
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