Contract
Exhibit
10.1
EXECUTION
COPY
AMENDMENT
NO. 1 TO CREDIT AGREEMENT
AMENDMENT
NO. 1 (the “Amendment”)
dated as
of December 20, 2006 to the Credit Agreement dated as of September 22,
2006 (the
“Credit
Agreement”),
among
OAKLEY, INC. (the “Company”),
the
BORROWING SUBSIDIARIES party thereto, the LENDERS party thereto (the
“Lenders”)
and
JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative
Agent”).
W
I T N E S
S E T H:
WHEREAS,
the
Company and the Lenders wish to increase the global commitments and permit
additional commitment increases in the future and to make certain other
amendments to the Credit Agreement, in each case as more fully set forth
below;
NOW,
THEREFORE, the parties hereto agree as follows:
SECTION
1. Definitions;
References. Unless
otherwise specifically defined in the recitals above, each term used herein
which is defined in the Credit Agreement shall have the meaning assigned
to such
term in the Credit Agreement, as amended hereby.
SECTION
2. Amendment
of Section 1.01, Schedule 2.01(a) and Section 2.01(c).
(a) The
last
sentence of the definition of “Global Commitment” in Section 1.01 of the Credit
Agreement is amended to read in its entirety as follows:
The
aggregate amount of the Lenders’ Global Commitments as of December 20, 2006 is
$246,500,000.
(b) Each
Lender’s Global Commitment as of the date hereof is the amount set forth
opposite its name on Schedule 2.01(a), which is amended to read in its
entirety
as set forth on Schedule 2.01(a) hereto. Each Lender’s participation in any
Letter of Credit outstanding prior to the Amendment Effective Date and
the
related LC Exposure is automatically adjusted on and as of the Amendment
Effective Date to reflect such Lender’s new Applicable Percentage. On the
Amendment Effective Date, the principal amount of each Lender’s outstanding
Loans shall be adjusted, and such Lender shall make or receive payments
to or
from the other Lenders, and such other adjustments shall be made, as may
be
required to reflect such Lender’s new Applicable Percentage.
(c) Section
2.01
of the Credit Agreement is amended by replacing “$250,000,000” with
“$350,000,000”.
SECTION
3. Amendment
of Section 5.01. Each
of
clause (a) and clause (b) of Section 5.01 of the Credit Agreement is amended
to
add before the semi-colon at the end thereof “or by a Financial
Officer”.
SECTION
4. Representations
of Company. The
Company
represents and warrants that (i) the representations and warranties of
each
Credit Party set forth in the Loan Documents shall be true on and as of
the
Amendment Effective Date (as hereinafter defined) to the same extent as
they
would be required to be under Section 4.02 on the occasion of any Loan
or
issuance of any Letter of Credit and (ii) no Default will have occurred
and be
continuing on such date.
SECTION
5. Governing
Law. THIS
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE
STATE OF NEW YORK.
SECTION
6. Counterparts;
Effectiveness. This
Amendment may be signed in any number of counterparts, each of which shall
be an
original, with the same effect as if the signatures thereto and hereto
were upon
the same instrument. This Amendment shall become effective as of the date
first
above written (the “Amendment
Effective Date”)
when the
Administrative Agent shall have received:
(i) from
the
Company
for the account of each existing Lender which has increased its Global
Commitment, an amendment fee equal to 0.05% of such Lender’s additional Global
Commitment,
(ii) from
each of
the Company and the Required Lenders a counterpart hereof signed by such
party
or facsimile or other written confirmation (in form satisfactory to the
Administrative Agent) that such party has signed a counterpart
hereof,
(iii)
a favorable
written opinion (addressed to the Administrative Agent and the Lenders
and dated
the Amendment Effective Date) of each of Xxxxxx, Xxxx & Xxxxxxxx LLP,
counsel to the Company, and Xx. Xxxxxxx Xxxxxxx, special Washington counsel
to
the Company, in form and substance reasonably satisfactory to the Administrative
Agent and its counsel. The Company hereby requests such counsel to deliver
such
opinions, and
(iv) such
documents and certificates as the Administrative Agent or its counsel may
reasonably request relating to the organization, existence and good standing
of
each Credit Party, and any other legal matters relating to the Credit Parties
or
the Loan Documents, all in form and substance reasonably satisfactory to
the
Administrative Agent and its counsel.
IN
WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed
as of
the date first above written.
|
OAKLEY,
INC.
|
||
| By: |
/s/
Xxxxxxx Xxxxxxx
Name:
Xxxxxxx Xxxxxxx
Title:
Chief Financial Officer
|
LENDERS
|
|
JPMORGAN
CHASE
BANK, N.A.
|
|
|
|
By:
|
/s/
Xxx Xxxxxxxx
Name: Xxx
Xxxxxxxx
Title: Senior
Underwriter
|
|
BANK
OF AMERICA,
N.A.
|
||
|
By:
|
/s/
Mara Vaisz
Name: Mara
Vaisz
Title: Vice
President
|
|
UNION
BANK OF
CALIFORNIA, N.A.
|
||
|
By:
|
/s/
Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx
Xxxxxxx
Title: Vice
President
|
|
HSBC
BANK USA,
NATIONAL ASSOCIATION
|
||
|
By:
|
/s/
Xxxxxxx XxXxxxx
Name: Xxxxxxx
XxXxxxx
Title: Senior
Vice President
|
|
MIZUHO
CORPORATE
BANK, LTD.
|
||
|
By:
|
/s/
Xxxxxxx Xxxxxxx
Name: Xxxxxxx
Xxxxxxx
Title: Deputy
General Manager
|
|
U.S.
BANK,
NATIONAL ASSOCIATION
|
||
|
By:
|
/s/
Xxxxx Xxxxxxxxxx
Name: Xxxxx
Xxxxxxxxxx
Title: Vice
President
|
|
BANK
OF THE
WEST
|
||
|
By:
|
/s/
Xxxxx Xxxxx
Name: Xxxxx
Xxxxx
Title: Vice
President
|
|
BAYERISCHE
HYPO-UND VEREINSBANK AG, NEW YORK BRANCH
|
||
|
By:
|
/s/
Xxxxxxxx Xxxxxxxxxx
Name: Xxxxxxxx
Xxxxxxxxxx
Title: Director
|
|
|
By:
|
/s/
Xxxxx Xxxxx
Name: Xxxxx
Xxxxx
Title: Associate
Director
|
|
THE
BANK OF NOVA
SCOTIA
|
||
|
By:
|
/s/
Xxxx Xxxxxxx
Name: Xxxx
Xxxxxxx
Title: Director
|
|
BANK
HAPOALIM
B.M.
|
||
|
By:
|
/s/
Xxxxx X. Xxxxxxx
Name: Xxxxx
X. Xxxxxxx
Title: Vice
President
|
|
|
By:
|
/s/
Xxxxxxx XxXxxxxxxx
Name: Xxxxxxx
XxXxxxxxxx
Title: Senior
Vice President
|
|
THE
NORTHERN
TRUST COMPANY
|
||
|
By:
|
/s/
Xxxx X. Xxxxx
Name: Xxxx
X. Xxxxx
Title: Vice
President
|
