CREDIT AGREEMENT Dated as of December 7, 2011 among PACIFIC SUNWEAR OF CALIFORNIA, INC., as the Lead Borrower For The Borrowers Named Herein The Guarantors Named Herein WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, Collateral Agent,...Credit Agreement • December 7th, 2011 • Pacific Sunwear of California Inc • Retail-apparel & accessory stores • New York
The Borrowers have requested that the Lenders provide a revolving credit facility, and the Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue Letters of Credit, in each case on the terms and conditions set forth herein.
SECURITY AGREEMENT by PACIFIC SUNWEAR OF CALIFORNIA, INC., as Borrower and THE GUARANTORS PARTY HERETO FROM TIME TO TIME and PS HOLDINGS AGENCY CORP., as Collateral Agent Dated as of December 7, 2011Security Agreement • December 7th, 2011 • Pacific Sunwear of California Inc • Retail-apparel & accessory stores • New York
THIS SECURITY AGREEMENT IS SUBJECT TO THE TERMS AND PROVISIONS OF THE INTERCREDITOR AGREEMENT (AS DEFINED IN THIS SECURITY AGREEMENT) TO THE EXTENT PROVIDED IN SECTION 9.14 OF THIS SECURITY AGREEMENT.
ContractUnsecured Guaranty • December 7th, 2011 • Pacific Sunwear of California Inc • Retail-apparel & accessory stores • New York
THIS UNSECURED GUARANTY IS SUBJECT TO THE TERMS AND PROVISIONS OF THE INTERCREDITOR AGREEMENT (AS DEFINED IN THE CREDIT AGREEMENT).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2011 • Pacific Sunwear of California Inc • Retail-apparel & accessory stores • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 7, 2011, by and between Pacific Sunwear of California, Inc., a California corporation (the “Company”), and PS Holdings of Delaware, LLC – Series A, a Delaware limited liability company (“Investor”).
SHAREHOLDER PROTECTION RIGHTS AGREEMENT dated as of December 7, 2011 between PACIFIC SUNWEAR OF CALIFORNIA, INC. and Computershare Trust Company, N.A., as Rights AgentShareholder Protection Rights Agreement • December 7th, 2011 • Pacific Sunwear of California Inc • Retail-apparel & accessory stores • California
SHAREHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of December 7, 2011, between Pacific Sunwear of California, Inc., a California corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
GUARANTYGuaranty • December 7th, 2011 • Pacific Sunwear of California Inc • Retail-apparel & accessory stores • New York
WHEREAS, reference is made to that certain Credit Agreement, dated as of December 7, 2011 (as amended, modified, supplemented or restated hereafter, the “Credit Agreement”), by and among, among others, (i) Pacific Sunwear of California, Inc. (the “Borrower”), (ii) the Guarantor, (iii) the Agent, and (iv) the Lenders party thereto (the “Lenders”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
STOCK PURCHASE AND INVESTOR RIGHTS AGREEMENTStock Purchase and Investor Rights Agreement • December 7th, 2011 • Pacific Sunwear of California Inc • Retail-apparel & accessory stores • California
THIS STOCK PURCHASE AND INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of December 7, 2011, by and between PS Holdings of Delaware, LLC—Series A, a Delaware limited liability company (“Investor”), and Pacific Sunwear of California, Inc., a California corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such term in Section 6M hereof.
CREDIT AGREEMENT Dated as of December 7, 2011 among Pacific Sunwear of California, Inc. as the Borrower, The Guarantors Named Herein PS Holdings Agency Corp. as Administrative Agent, and The Other Lenders Party HeretoCredit Agreement • December 7th, 2011 • Pacific Sunwear of California Inc • Retail-apparel & accessory stores • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 7, 2011, among PACIFIC SUNWEAR OF CALIFORNIA, INC., a California corporation (the “Borrower”), the Persons named on Schedule 1.02 hereto (collectively, the “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and PS Holdings Agency Corp., a Delaware corporation, as Administrative Agent.
