AMENDMENT NO. 2 TO THE BUYING AGENCY AGREEMENT
This amendment is made and entered into this 19th day of February, 1998,
by and between NISSHO IWAI AMERICAN CORPORATION, a New York corporation with
an office at 0000 X.X. Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxx 00000
("NIAC") and COLUMBIA SPORTSWEAR COMPANY, Oregon corporation with an office
at 0000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx, XX 00000 ("COLUMBIA").
WITNESSETH:
WHEREAS, COLUMBIA and NIAC entered into that Buying Agency Agreement
dated January 1, 1992, as subsequently amended pursuant to that Amendment No.
1 to the Buying Agency Agreement dated October 1, 1993 (collectively, the
"Agreement");
WHEREAS, COLUMBIA and NIAC, in contemplation of COLUMBIA'S scheduled
primary stock offering, desire to amend the Agreement as hereafter described;
NOW THEREFORE, for good and valuable consideration, the parties agree as
follows:
ARTICLE 1: DELETION OF ARTICLE IX, Section 9.1
Article IX, Section 9.1 of the Agreement is deleted in its entirety and
shall be of no further force and effect.
ARTICLE 2: MODIFICATION OF ARTICLE XII
Article XII of the Agreement is modified to read in its entirety as
follows:
DISTRIBUTION
At all times during the term of this Agreement, COLUMBIA will not make
any distribution of cash or other assets to its shareholders in excess of:
(i) fifty percent (50%) of income after provision for state and federal
income taxes for such period; and (ii) one hundred percent (100%) of the
proceeds of any secondary common stock offering. Within ten (10) days of
making any distribution permitted hereunder, COLUMBIA shall deliver to NIAC
a statement showing the amount of the distribution and how it was
calculated for each shareholder.
ARTICLE 3: GOVERNING LAW AND SEVERABILITY
This Amendment shall be governed and construed in accordance with the
laws of the State of Oregon. If a court or tribunal of competent
jurisdiction holds any provision of this Amendment to be unenforceable, the
remaining portions of this Amendment shall remain in full force and effect.
ARTICLE 4: ENTIRE AGREEMENT
This Amendment, together with the Agreement, constitutes the entire
agreement between the parties to the Agreement pertaining to the subject
matter of this Amendment, and any and all other written or oral agreements
existing between the parties before the date of this Amendment with respect
to the subject matter of this Amendment are expressly cancelled.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed in duplicate as of the date first above written.
COLUMBIA SPORTSWEAR COMPANY
------------------------------------ -----------------------------
Xxxxxxxx Xxxxx Xxx Xxxxx
Chairman of the Board President
NISSHO IWAI AMERICAN CORPORATION
------------------------------------
Yusaka Kase
Senior Vice President & General Manager
Portland Office