SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of July 31, 1998, 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) $90,000,000.00 during
the period of August 1, 1998, through December 15, 1998, 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, 1999."
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) $90,000,000.00
during the period of August 1, 1998 through December 15,
1998, 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Exhibit A, shall be amended, replaced and superseded by a promissory note in the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. The following is added to the Credit Agreement as a new Section 5.19:
"SECTION 5.19. YEAR 2000. Borrower shall perform all
acts reasonably necessary to ensure that Borrower and
Borrower's Subsidiaries become Year 2000 Compliant in a
timely manner. Such acts shall include, without limitation,
performing a comprehensive review and assessment of all of
Borrower's systems and adopting a detailed plan, with
itemized budget, for the remediation, monitoring and testing
of such systems. As used herein, "Year 2000 Compliant" shall
mean, in regard to any entity, that all software, hardware,
firmware, equipment or systems utilized by or material to
the business operations or financial condition of such
entity, will properly perform date sensitive functions
before, during and after the year 2000. Borrower shall,
immediately upon request, provide to Bank such
certifications or other evidence of Borrower's compliance
with the terms hereof as Bank may from time to time
reasonably request."
6. The dollar number "$10,000,000.00" in Section 6.6(c) is amended to read
"$15,000,000.00 ".
7. 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.
8. 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
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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: XXXXXXX X. XXXXX By: XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
Title: President Vice President
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