OAKLEY, INC.
FIRST AMENDMENT TO STANDING LOAN
AGREEMENT
This FIRST AMENDMENT TO STANDING LOAN AGREEMENT (this "Amendment")
is dated as of January 12, 1998 and entered into by and among OAKLEY, INC., a
Washington corporation ("Company"), and BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION ("Bank"), and is made with reference to that certain
Standing Loan Agreement dated as of August 7, 1997 (the "Loan Agreement")
between Company and Bank. Capitalized terms used herein without definition
shall have the same meanings herein as set forth in the Credit Agreement.
RECITALS
A. Company and Bank desire to amend the Loan Agreement as
provided herein.
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto
agree as follows:
SECTION 1. MODIFICATIONS.
Section 1.1 AMENDMENT OF SECTION 2.13(a). Section 2.13 (a) of the
Loan Agreement is hereby amended by inserting the following at the end of
such Section:
";provided that Company and its subsidiaries may engage in business
of the type described in those certain resolutions of Company's board of
directors dated June 19, 1997, copies of which have previously been
distributed to the Bank;"
SECTION 2. EFFECTIVENESS
Section 1 of this Amendment shall become effective as of September
30, 1997; provided that Company shall deliver to Bank a copy of this
Amendment executed by Company.
SECTION 3. MISCELLANEOUS
B. REFERENCE TO AND EFFECT ON THE LOAN AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
(ii) On and after the date hereof, each reference in the Loan
Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of like import referring to the Loan Agreement, and each
reference in the other Loan Documents to the "Loan Agreement",
"thereunder", "thereof" or words of like import referring to the Loan
Agreement shall mean and be a reference to the Loan Agreement, as
amended by this Amendment.
(iii) Except as specifically amended or waived by this
Amendment, the Loan Agreement and the other Loan Documents shall
remain in full force and effect and are hereby ratified and confirmed.
(iv) The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver of
any provision of, or operate as a waiver of any right, power or remedy
of Bank under, the Loan Agreement or any of the other Loan Documents.
B. HEADINGS. Section and subsection headings in this Amendment
are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.
C. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
D. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed
in any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered by their respective officers hereunto duly
authorized as of the date first written above.
OAKLEY, INC., as the Borrower
By:
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Title:
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BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Bank
By:
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Title:
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