FOURTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

FOURTH AMENDMENT TO CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT is entered into as of September 27, 2013 by and among COLUMBIA SPORTSWEAR COMPANY, an Oregon corporation (“Borrower”), XXXXX FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent and as a Lender, and BANK OF AMERICA, N.A., as a Lender.

RECITALS

Borrower, Administrative Agent and Lenders are parties to that certain Credit Agreement dated June 15, 2010 (as amended, the “Credit Agreement”) and desire to amend the Credit Agreement in the manner set forth below to correct a typographical error in the dollar amount included in Section 8.2 as amended by the Third Amendment to Credit Agreement. All capitalized terms used herein and not otherwise defined herein shall have the meaning attributed to them in the Credit Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties contained herein, Borrower, Administrative Agent and Lenders hereby agree as follows:

1. Amendment of Section 8.2. Section 8.2 of the Credit Agreement is amended in its entirety to read as follows:

As of the end of each fiscal quarter beginning June 30, 2013, Borrower shall have a Tangible Net Worth of not less than $1,031,000,000 plus (i) 35% of the sum of Borrower’s consolidated net income for each fiscal quarter after December 31, 2012 (exclusive of any fiscal quarter in which Borrower’s consolidated net income is less than zero), plus (ii) the amount of all equity raised by Borrower after December 31, 2012.

2. Ratification. Except as otherwise provided in this FOURTH Amendment, all of the provisions of the Credit Agreement are hereby ratified and confirmed and shall remain in full force and effect.

3. One Agreement. The Credit Agreement, as modified by the provisions of this Fourth Amendment, shall be construed as one agreement.

4. Effective Date. Upon the execution and delivery by the parties of this Fourth Amendment and the Guarantor’s execution and delivery of the Consent and Acknowledgement set forth below, this Fourth Amendment shall be effective as of June 30, 2013.

5. Counterparts. This Fourth Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original,

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and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Fourth Amendment by fax or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Fourth Amendment.

IN WITNESS WHEREOF, this Fourth Amendment to Credit Agreement has been duly executed and delivered as of the date first written above.

		BORROWER:		COLUMBIA SPORTSWEAR COMPANY
				By:		/s/ Xxxxxx X. Xxxxxx
				Title: SVP, CFO and Treasurer
		ADMINISTRATIVE AGENT and LENDER:		XXXXX FARGO BANK, NATIONAL ASSOCIATION
				By:		/s/ Xxxxx X. Xxxxxxx
						Xxxxx X. Xxxxxxx, Vice President
		LENDER:		BANK OF AMERICA, N.A.
				By:		/s/ Xxxxxxx X. Xxxxx
						Xxxxxxx X. Xxxxx,
						Senior Vice President

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CONSENT AND ACKNOWLEDGMENT OF GUARANTOR

COLUMBIA SPORTSWEAR USA CORPORATION hereby (a) acknowledges receipt of a copy of the foregoing Fourth Amendment to Credit Agreement and consents to the modification of the Credit Agreement contained therein, (b) reaffirms its obligations and waivers under its Continuing Guaranty dated as of June 15, 2010 and (c) acknowledges that its obligations under its Continuing Guaranty are legal, valid and binding obligations enforceable in accordance with their terms and that it has no defense, offset, claim or counterclaim with respect to any of its obligations thereunder.

IN WITNESS WHEREOF, COLUMBIA SPORTSWEAR USA CORPORATION has duly executed and delivered this Consent and Acknowledgment as of September 27, 2013.

		GUARANTOR:		COLUMBIA SPORTSWEAR USA CORPORATION
				By:		Xxxxxx X. Xxxxxx
				Title: Chief Financial Officer

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