0001193125-12-150115 Sample Contracts

FIRST AMENDMENT TO THE CREDIT AGREEMENT
Credit Agreement • April 4th, 2012 • Pacific Sunwear of California Inc • Retail-apparel & accessory stores • New York

THIS FIRST AMENDMENT TO THE CREDIT AGREEMENT (this “Agreement”) is made as of April 2, 2012, by and between PS Holdings of Delaware, LLC – Series A, a Delaware limited liability company, PS Holdings of Delaware, LLC – Series B, a Delaware limited liability company (together, the “Lenders”), PS Holdings Agency Corp., a Delaware corporation, as Administrative Agent (the “Agent”) 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 the Credit Agreement, dated as of December 7, 2011 among the Company, the guarantors party thereto, the Lenders party thereto and the Agent (the “Credit Agreement”).

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FIRST AMENDMENT TO THE STOCK PURCHASE AND INVESTOR RIGHTS AGREEMENT
Stock Purchase and Investor Rights Agreement • April 4th, 2012 • Pacific Sunwear of California Inc • Retail-apparel & accessory stores • California

THIS FIRST AMENDMENT TO THE STOCK PURCHASE AND INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of April 2, 2012, 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 the Stock Purchase and Investor Rights Agreement, dated December 7, 2011, between Investor and the Company (the “Stock Purchase Agreement”).

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