THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into
as of June 30, 1999, 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) $70,000,000.00 during
the period of August 1, 1999, through December 15, 1999, and
(b) $50,000,000.00 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, 2000."
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) $70,000,000.00
during the period of August 1, 1999 through December 15,
1999, and (ii) $50,000,000.00 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Exhibit A, shall be amended, replaced and superseded by a promissory note in the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. 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.
6. 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:
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Xxxxx X. Xxxxxxx
Title: Vice President
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EXHIBIT A
REVOLVING LOANS PROMISSORY NOTE
$70,000,000.00 June 30, 1999
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
Seventy Million Dollars ($70,000,000.00), 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:
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Title:
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