exv10w1



 






Exhibit 10.1




EXECUTION COPY




AMENDMENT NO. 3




Dated as of July 27, 2007




to




CREDIT AGREEMENT




Dated as of September 14, 2005




     THIS AMENDMENT NO. 3 (“Amendment”) is made as of July 27, 2007 (the “Effective
Date”) by and among Pacific Sunwear of California, Inc., a California corporation (the
“Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan
Chase Bank, National Association, as Administrative Agent (the “Administrative Agent”),
under that certain Credit Agreement dated as of September 14, 2005 by and among the Borrower, the
Lenders and the Administrative Agent (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings given to them in the Credit Agreement.



     WHEREAS, the Borrower has requested that certain modifications be made to the Credit
Agreement;



     WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent have agreed to
amend the Credit Agreement on the terms and conditions set forth herein;



     NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Borrower, the Lenders party hereto and the Administrative Agent hereby
agree to the following amendments to the Credit Agreement.



     1. Amendments to Credit Agreement. Effective as of the Effective Date but subject to
the satisfaction of the conditions precedent set forth in Section 2 below, the Credit
Agreement is hereby amended as follows:



     (a) Section 1.01 of the Credit Agreement is hereby amended to insert the following definition
therein in the appropriate alphabetical order:




     “Kansas IRB Financing” means that certain industrial revenue bond financing,
structured as a Sale and Leaseback Transaction, entered into on July 1, 2007 between City of
Olathe, Kansas (the “Kansas IRB Issuer”) and the Borrower, whereby the Kansas IRB
Issuer issued Industrial Revenue Bonds (PacSun Project), Series 2007 (the “Kansas
Industrial Revenue Bonds”), purchased by the Borrower for the purpose of financing the
acquisition, construction and installation of certain real property, machinery and equipment
constituting a distribution facility located in the City of Olathe, Johnson



 









 







County, Kansas, which facility was sold and deeded by the Borrower to the Kansas IRB
Issuer and leased back by the Kansas IRB Issuer to the Borrower.



     (b) Section 6.01 of the Credit Agreement is hereby amended to: (1) delete the “and” at
the end of clause (h) thereof, (2) delete the “.” appearing at the end of clause (i) thereof and
substitute “; and” in lieu thereof, and (3) insert a new clause (j) therein as follows:




     “(j) Indebtedness representing the present value of the total obligations of the
Borrower, in its capacity as lessee of the property subject to the Kansas IRB Financing, for
rental payments due and owing to the Kansas IRB Issuer in an aggregate amount not to exceed
$24,500,000 during the term of this Agreement.”



     (c) Section 6.08(a) of the Credit Agreement is hereby amended to restate clauses (2)
and (3) of the proviso appearing at the end thereof to read as follows:




     “(2) solely with respect to the fiscal quarters of the Borrower ending on or about
February 3, 2007, May 5, 2007 and August 4, 2007, the Borrower will not permit such ratio to
be less than 1.00 to 1.0 and (3) solely with respect to the fiscal quarters of the Borrower
ending on or about November 3, 2007, the Borrower will not permit such ratio to be less than
1.25 to 1.0.”



     2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the
conditions precedent that the Administrative Agent shall have received (i) counterparts of this
Amendment duly executed by the Borrower, the Required Lenders and the Administrative Agent, (ii)
counterparts of the Consent and Reaffirmation attached hereto duly executed by the Subsidiary
Guarantors and (iii) for the account of each Lender which delivers its executed signature page
hereto by such time as is requested by the Administrative Agent, an amendment fee equal to 0.025%
of such Lender’s Commitment under the Credit Agreement.



     3. Representations and Warranties of the Borrower. The Borrower hereby represents and
warrants as follows:



     (a) This Amendment and the Credit Agreement as amended hereby constitute legal, valid and
binding obligations of the Borrower and are enforceable against the Borrower in accordance with
their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.



     (b) As of the date hereof and giving effect to the terms of this Amendment, (i) no Default
shall have occurred and be continuing and (ii) the representations and warranties of the Borrower
set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects
as of the date hereof (other than such representations and warranties as are made of a specific
earlier date, in which case such representations and warranties shall be true and correct in all
material respects as of such earlier date).



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     4. Reference to and Effect on the Credit Agreement.



     (a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit
Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as
amended hereby.



     (b) Except as specifically amended above, the Credit Agreement and all other documents,
instruments and agreements executed and/or delivered in connection therewith shall remain in full
force and effect and are hereby ratified and confirmed.



     (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver
of any provision of the Credit Agreement or any other documents, instruments and agreements
executed and/or delivered in connection therewith.



     5. Governing Law. This Amendment shall be construed in accordance with and governed
by the law of the State of New York.



     6. Headings. Section headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any other purpose.



     7. Counterparts. This Amendment may be executed by one or more of the parties hereto
on any number of separate counterparts, and all of said counterparts taken together shall be deemed
to constitute one and the same instrument.



[Signature Pages Follow]





3









 








     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written.



	 	 	 	 	 
	 	PACIFIC SUNWEAR OF CALIFORNIA, INC.,
as the Borrower

 	 
	 	By:  	/s/ SALLY FRAME KASAKS	 
	 	 	Name:  	Sally Frame Kasaks 	 
	 	 	Title:  	Chief Executive Officer and 
Chairman of the Board 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ GERALD M. CHANEY
 	 
	 	 	Name:  	Gerald M. Chaney 	 
	 	 	Title:  	Sr. Vice President and 
Chief Financial Officer 	 
	 



 




 




Signature Page to Amendment No. 3 to

Credit Agreement dated as of September 14, 2005

Pacific Sunwear of California, Inc.




 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION,
individually as a Lender, as the Swingline Lender, 
as an Issuing Bank and as Administrative Agent

 	 
	 	By:  	/s/ JAMES A. KNIGHT 	 
	 	 	Name:  	James A. Knight 	 
	 	 	Title:  	Vice President 	 
	 



 




 




Signature Page to Amendment No. 3 to

Credit Agreement dated as of September 14, 2005

Pacific Sunwear of California, Inc.




 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,
individually as a Lender, as an Issuing Bank and as Syndication Agent

 	 
	 	By:  	/s/ STEPHEN J. GARVIN 	 
	 	 	Name:  	Stephen J. Garvin 	 
	 	 	Title:  	Managing Director 	 
	 



 




 




Signature Page to Amendment No. 3 to

Credit Agreement dated as of September 14, 2005

Pacific Sunwear of California, Inc.




 









 








	 	 	 	 	 
	 	NATIONAL CITY BANK,
individually as a Lender and as Co-Documentation Agent

 	 
	 	By:  	/s/ JENNIFER OBERS 	 
	 	 	Name:  	Jennifer Obers 	 
	 	 	Title:  	Portfolio Manager 	 
	 



 




 




Signature Page to Amendment No. 3 to

Credit Agreement dated as of September 14, 2005

Pacific Sunwear of California, Inc.




 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
individually as a Lender and as Co-Documentation Agent

 	 
	 	By:  	/s/ JANET JORDAN 	 
	 	 	Name:  	Janet Jordan 	 
	 	 	Title:  	Vice President 	 
	 



 




 




Signature Page to Amendment No. 3 to

Credit Agreement dated as of September 14, 2005

Pacific Sunwear of California, Inc.




 









 








	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,
individually as a Lender

 	 
	 	By:  	/s/ MARC C. VAN HORN 	 
	 	 	Name:  	Marc C. Van Horn 	 
	 	 	Title:  	Credit Officer 	 
	 



 




 




Signature Page to Amendment No. 3 to

Credit Agreement dated as of September 14, 2005

Pacific Sunwear of California, Inc.





 









 








	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A.,
individually as a Lender

 	 
	 	By:  	/s/ MARGARET FURBANK 	 
	 	 	Name:  	Margaret Furbank 	 
	 	 	Title:  	Vice President 	 
	 



 




 




Signature Page to Amendment No. 3 to

Credit Agreement dated as of September 14, 2005

Pacific Sunwear of California, Inc.




 









 








	 	 	 	 	 
	 	WACHOVIA BANK,
NATIONAL ASSOCIATION,
individually as a Lender

 	 
	 	By:  	/s/ SUSAN T. GALLAGHER 	 
	 	 	Name:  	Susan T. Gallagher 	 
	 	 	Title:  	Vice President 	 
	 



 




 




Signature Page to Amendment No. 3 to

Credit Agreement dated as of September 14, 2005

Pacific Sunwear of California, Inc.




 









 








CONSENT AND REAFFIRMATION





     Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 3
to the Credit Agreement (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”) by and among Pacific Sunwear of California,
Inc., a California corporation (the “Borrower”) the Lenders and JPMorgan Chase Bank,
National Association, as Administrative Agent (the “Administrative Agent”), which Amendment
No. 3 is dated as of July 27, 2007 and is by and among the Borrower, the financial institutions
listed on the signature pages thereof and the Administrative Agent (the “Amendment”).
Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the
meanings given to them in the Credit Agreement. Without in any way establishing a course of
dealing by the Administrative Agent or any Lender, each of the undersigned consents to the
Amendment and reaffirms the terms and conditions of the Subsidiary Guaranty and any other Loan
Document executed by it and acknowledges and agrees that the Subsidiary Guaranty and each and every
such Loan Document executed by the undersigned in connection with the Credit Agreement remains in
full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the
Credit Agreement contained in the above-referenced documents shall be a reference to the Credit
Agreement as so modified by the Amendment and as the same may from time to time hereafter be
amended, modified or restated.



Dated July 27, 2007




[Signature Pages Follow]





 









 








     IN WITNESS WHEREOF, this Consent and Reaffirmation has been duly executed as of the day and
year above written.



	 	 	 	 	 
	 	PACIFIC SUNWEAR STORES CORP.

 	 
	 	By:  	/s/ SALLY FRAME KASAKS 	 
	 	 	Name:  	Sally Frame Kasaks 	 
	 	 	Title:  	Chief Executive Officer and 
Chairman of the Board 	 
	 
	 	 	 
	 	By:  	/s/ GERALD M. CHANEY 	 
	 	 	Name:  	Gerald M. Chaney 	 
	 	 	Title:  	Sr. Vice President and 
Chief Financial Officer 	 
	 



 




 




Signature Page to Consent and Reaffirmation