exhibit101fifthamendment






Exhibit 10.1    Execution Version      FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT   Dated as of November 2, 2022  to  AMENDED AND RESTATED CREDIT AGREEMENT  Dated as of January 16, 2015  among  HELEN OF TROY TEXAS CORPORATION, a Texas corporation  as the Borrower,  HELEN OF TROY LIMITED, a Bermuda company,  BANK OF AMERICA, N.A.,  as Administrative Agent, Swing Line Lender and L/C Issuer,  and  The Other Lenders Party Hereto  PNC BANK, NATIONAL ASSOCIATION,  and  U.S. BANK NATIONAL ASSOCIATION,  as Co-Syndication Agents,    KEYBANK NATIONAL ASSOCIATION,  and  THE HUNTINGTON NATIONAL BANK,  as Co-Documentation Agents    BOFA SECURITIES, INC.,  PNC CAPITAL MARKETS LLC   and   U.S. BANK, NATIONAL ASSOCIATION,  as Joint Lead Arrangers and Joint Book Runners    





 






    FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT  THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT  AGREEMENT (this “Fifth Amendment”), dated effective as of November 2, 2022, is among  HELEN OF TROY LIMITED, a Bermuda company (“Limited”), the other Guarantors, HELEN  OF TROY TEXAS CORPORATION, a Texas corporation (the “Borrower”), the Lenders Party  hereto and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line  Lender (in said capacity as Administrative Agent, the “Administrative Agent”).  BACKGROUND  A. Borrower, Limited, the Lenders, and Bank of America, as the Administrative  Agent, Swing Line Lender and L/C Issuer, are parties to that certain Amended and Restated Credit  Agreement, dated as of January 16, 2015, as amended by that certain First Amendment to  Amended and Restated Credit Agreement, dated as of December 7, 2016, that certain Second  Amendment, Assumption, Consent and Ratification Agreement, dated as of March 1, 2018  and  that certain Third Amendment and Commitment Increase to Amended and Restated Credit  Agreement, dated as of March 13, 2020 and that certain Fourth Amendment and Commitment  Increase to Amended and Restated Credit Agreement, dated as of June 28, 2022 (such agreement,  as amended, the “Credit Agreement”).  All capitalized terms used herein and not otherwise defined  herein shall have the meanings ascribed thereto in the Credit Agreement.    B. The Borrower and Limited have requested that the Required Lenders amend the  Credit Agreement, as more fully set forth herein.  C. The Borrower, Limited, the Required Lenders and the Administrative Agent hereby  agree to amend the Credit Agreement, subject to the terms and conditions set forth herein.  NOW, THEREFORE, in consideration of the covenants, conditions and agreements  hereafter set forth, and for other good and valuable consideration, the receipt and adequacy of  which are all hereby acknowledged, the parties hereto covenant and agree as follows:  §1. Amendments to Credit Agreement.  (a) Section 1.01 of the Credit Agreement is hereby amended by adding the following  defined terms thereto in proper alphabetical order to read as follows:  “Permitted Supply Chain Program” has the meaning specified in Section  7.03(s).  (b) The definition of “Consolidated Funded Indebtedness” set forth in Section 1.01 of  the Credit Agreement is hereby amended by adding the following sentence to the last paragraph  of such definition to read as follows:  For the avoidance of doubt, notwithstanding anything to the contrary in the  Loan Documents, Consolidated Funded Indebtedness of any Person shall  not include Indebtedness incurred pursuant to any Permitted Supply Chain  Program.    





 






  2  (c) Clause (d) of the definition of Indebtedness set forth in Section 1.01 of the Credit  Agreement is hereby amended and restated as follows:  (d) all obligations of such Person to pay the deferred purchase price of  property or services (other than trade accounts payable in the ordinary course of  business and, in each case, not past due for more than 60 days);   (e) Section 7.02 of the Credit Agreement is hereby amended to (i) delete “and” at the  end of subsection (o) thereof, (ii) replace “.” at the end of subsection (p) thereof and substitute  “; and” in lieu thereof and (iii) add a new subsection (q) thereto to read as follows:  (q) so long as no Default exists or would result therefrom, Investments  made in connection with any Permitted Supply Chain Program that, in the good  faith determination of senior management or the Board of Directors of Limited or  Borrower, are necessary or advisable to effect such Permitted Supply Chain  Program.  (f) Section 7.03 of the Credit Agreement is hereby amended to (i) delete “and” at the  end of subsection (q) thereof, (ii) replace “.” at the end of subsection (r) thereof and substitute  “; and” in lieu thereof and (iii) add a new subsection (s) thereto to read as follows:  (s) obligations of Limited or its Subsidiaries (including Guarantees by  Limited or any Subsidiary) in respect of any “supply chain” financing program,  structured vendor payable program, payable financing program or other similar  financing program provided by a Lender, an Affiliate of a Lender or any other  financial institution or financing source for vendors or suppliers of Limited or any  Subsidiary pursuant to which trade payables owed from Limited or such Subsidiary  to such vendor or supplier are acquired by, or otherwise transferred to, such Lender,  such Affiliate of a Lender or such financial institution or financing source, so long  as (i) such Indebtedness is unsecured, and (ii) such Indebtedness represents  amounts not in excess of those which Limited or any of its Subsidiaries would  otherwise have been obligated to pay to its vendor or supplier in respect of the  applicable trade payables plus reasonably customary indemnities and expense  reimbursements in connection therewith (such financing program, a “Permitted  Supply Chain Program”).  (g) Exhibit E.  Exhibit E to the Existing Credit Agreement is hereby amended in its  entirety and replaced with the document attached hereto as Exhibit E.  §2. Representations and Warranties.  By its execution and delivery hereof, each of  Borrower, Limited and the other Guarantors represents and warrants as follows:  (a) the representations and warranties of the Borrower and each other Loan Party  contained in Article V of the Credit Agreement and in each other Loan Document are true and  correct in all material respects (or in the case of such representations and warranties that are subject  to a materiality qualification, in all respects) as of the date hereof, except to the extent that such  representations and warranties specifically refer to an earlier date, in which case they shall be true  and correct in all material respects (or in the case of such representations and warranties that are  





 






  3  subject to a materiality qualification, in all respects) as such earlier date, and except that the  representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit  Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)  and (b) of Section 6.01 of the Credit Agreement;  (b) no event has occurred and is continuing which constitutes a Default or an Event of  Default on the date hereof or after giving effect to this Fifth Amendment;  (c) Borrower, Limited and each other Guarantor have all requisite power and authority  and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver  and perform their respective obligations under this Fifth Amendment;  (d) The execution, delivery and performance by Borrower, Limited and each other  Guarantor of this Fifth Amendment has been duly authorized by all necessary corporate or other  organizational action, and do not and will not (x) contravene the terms of either of such Person’s  Organization Documents; (y) conflict with or result in any breach or contravention of, or the  creation of any Lien under, or require any payment to be made under (A) any Contractual  Obligation to which either Person is a party or affecting such Person or the properties of such  Person or any of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental  Authority or any arbitral award to which either Person or its property is subject; or (z) violate any  Law.  Limited and each of its Subsidiaries is in compliance with all Contractual Obligations  referred to in clause (y)(A) above except to the extent that failure to do so could not reasonably be  expected to result in a Material Adverse Effect;  (e) No approval, consent, exemption, authorization, or other action by, or notice to, or  filing with, any Governmental Authority or any other Person is necessary or required in connection  with the execution, delivery or performance by, or enforcement against Limited, Borrower and  each other Guarantor of this Fifth Amendment;   (f) (i) This Fifth Amendment has been duly executed and delivered by Limited,  Borrower and each other Guarantor.   (ii) This Fifth Amendment constitutes a legal, valid and binding obligation of  Limited, Borrower and each other Guarantor, enforceable against each such Person in  accordance with its terms, subject as to enforcement to any Debtor Relief Laws and general  equitable principles.    §3. Conditions to Effectiveness.  This Fifth Amendment shall become effective as of  the date set forth above upon the satisfaction of the following conditions:  (a) the Administrative Agent shall have received counterparts of this Fifth  Amendment duly executed by the Required Lenders;   (b) the Administrative Agent shall have received counterparts of this Fifth  Amendment duly executed by the Borrower and Limited and acknowledged by each Guarantor;  and  





 






  4  (c) unless waived by the Administrative Agent, the reasonable and documented  legal fees and expenses of Greenberg Traurig, LLP, counsel for the Administrative Agent, shall  have been paid in immediately available funds to the extent an invoice has been presented at least  one (1) Business Day prior to the date hereof.  §4. Reference to the Credit Agreement.  (a) Upon the effectiveness of this Fifth Amendment, each reference in the  Credit Agreement to “this Agreement”, “hereunder”, or words of like import shall mean and be a  reference to the Credit Agreement, as affected and amended hereby.  (b) The Credit Agreement, as amended by the amendments referred to above,  shall remain in full force and effect and is hereby ratified and confirmed.  This Fifth Amendment  shall for all purposes be deemed to be a “Loan Document” under the Credit Agreement.  §5. Costs, Expenses and Taxes. The Borrower agrees to pay, pursuant to the terms of  the Credit Agreement, all reasonable and documented costs and expenses of the Administrative  Agent in connection with the preparation, reproduction, execution and delivery of this Fifth  Amendment and the other instruments and documents to be delivered hereunder (including the  reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative  Agent with respect thereto).  §6. Guarantor’s Acknowledgment.  By signing below, Limited and each other  Guarantor (a) acknowledges, consents and agrees to the execution, delivery and performance by  Borrower and Limited of this Fifth Amendment, (b) acknowledges and agrees that its obligations  in respect of its Guaranty are not released, diminished, waived, modified, impaired or affected in  any manner by this Fifth Amendment or any of the provisions contemplated herein, (c) ratifies and  confirms its obligations under its Guaranty, and (d) acknowledges and agrees that it has no claims  or offsets against, or defenses or counterclaims to, its Guaranty.  §7. Execution in Counterparts.  This Fifth Amendment may be executed in any  number of counterparts and by different parties hereto in separate counterparts, each of which  when so executed and delivered shall be deemed to be an original and all of which when taken  together shall constitute but one and the same instrument.  For purposes of this Fifth Amendment,  a counterpart hereof (or signature page thereto) signed and transmitted by any Person party hereto  to the Administrative Agent (or its counsel) by facsimile machine, email or other electronic  imaging means (e.g. “pdf” or “tif”) is to be treated as an original.  The signature of such Person  thereon, for purposes hereof, is to be considered as an original signature, and the counterpart (or  signature page thereto) so transmitted is to be considered to have the same binding effect as an  original signature on an original document.  §8. Governing Law; Binding Effect.  This Fifth Amendment shall be governed by  and construed in accordance with the laws of the State of Texas applicable to agreements made  and to be performed entirely within such state, provided that each party shall retain all rights arising  under federal law, and shall be binding upon the parties hereto and their respective successors and  assigns.    





 






  5  §9. Headings.  Section headings in this Fifth Amendment are included herein for  convenience of reference only and shall not constitute a part of this Fifth Amendment for any other  purpose.  §10. ENTIRE AGREEMENT.  THE CREDIT AGREEMENT, AS AMENDED BY  THIS FIFTH AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT  THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE  CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR  SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.  THERE ARE NO  UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  REMAINDER OF PAGE LEFT INTENTIONALLY BLANK  





 






  Signature Page to Fifth Amendment to Credit Agreement [Helen of Troy]   IN WITNESS WHEREOF, this Fifth Amendment is executed as of the date first set forth  above.  BORROWER:  HELEN OF TROY TEXAS CORPORATION,   a Texas corporation  By: /s/ Matt Osberg       Matt Osberg  Chief Financial Officer        LIMITED:    HELEN OF TROY LIMITED, a Bermuda  corporation  By: /s/ Matt Osberg       Matt Osberg  Chief Financial Officer  





 






  Signature Page to Fifth Amendment to Credit Agreement [Helen of Troy]    BANK OF AMERICA, N.A.,  as Administrative Agent        By: /s/ Priscilla L. Ruffin     Name: Priscilla L. Ruffin  Title:   Assistant Vice President     





 






  Signature Page to Fifth Amendment to Credit Agreement [Helen of Troy]    BANK OF AMERICA, N.A.,  as a Lender, L/C Issuer and Swing Line  Lender        By: /s/ Adam Rose      Name: Adam Rose  Title: SVP     





 






  Signature Page to Fifth Amendment to Credit Agreement [Helen of Troy]    PNC BANK, NATIONAL ASSOCIATION,   as a Lender        By: /s/ Natalie Hill     Name: Natalie Hill  Title: Senior Vice President     





 






  Signature Page to Fifth Amendment to Credit Agreement [Helen of Troy]    U.S. BANK NATIONAL ASSOCIATION,   as a Lender        By: /s/ Michael P. Dickman    Name: Michael P. Dickman  Title: Senior Vice President        





 






  Signature Page to Fifth Amendment to Credit Agreement [Helen of Troy]    BMO HARRIS BANK N.A., as a Lender        By: /s/ Paul Harris      Name: Paul Harris  Title: Managing Director          





 






  Signature Page to Fifth Amendment to Credit Agreement [Helen of Troy]    KEYBANK NATIONAL ASSOCIATION,   as a Lender        By: /s/ Marianne T. Meil     Name: Marianne T. Meil  Title: Sr. Vice President       





 






  Signature Page to Fifth Amendment to Credit Agreement [Helen of Troy]    WELLS FARGO BANK, N.A., as a Lender        By: /s/ Faraj Elmagbari     Name: Faraj Elmagbari  Title: Director     





 






  Signature Page to Fifth Amendment to Credit Agreement [Helen of Troy]    THE HUNTINGTON NATIONAL BANK,   as a Lender        By: /s/ Janet Wheeler     Name: Janet Wheeler  Title: Senior Vice President     





 






  Signature Page to Fifth Amendment to Credit Agreement [Helen of Troy]    JPMORGAN CHASE BANK, N.A.,   as a Lender        By: /s/ James Kyle O’Donnell    Name: James Kyle O’Donnell  Title: Vice President       





 






  Signature Page to Fifth Amendment to Credit Agreement [Helen of Troy]    COMERICA BANK, as a Lender        By: /s/ Gerald Finney     Name: Gerald Finney  Title: Senior Vice President             





 






  Signature Page to Fifth Amendment to Credit Agreement [Helen of Troy]   ACKNOWLEDGED AND AGREED PURSUANT TO SECTION 10 ABOVE:    GUARANTORS:    HELEN OF TROY L.P.,  a Texas limited partnership  By: HELEN OF TROY NEVADA CORPORATION,   a Nevada corporation, General Partner  HELEN OF TROY LIMITED,  a Bermuda company  HELEN OF TROY LIMITED,  a Barbados corporation  HOT NEVADA, INC.,  a Nevada corporation  HELEN OF TROY TEXAS CORPORATION,  a Texas corporation  HELEN OF TROY NEVADA CORPORATION,  a Nevada corporation  IDELLE LABS LTD.,   a Texas limited partnership  By: HELEN OF TROY NEVADA CORPORATION,    a Nevada corporation, General Partner  OXO INTERNATIONAL LTD.,   a Texas limited partnership  By: HELEN OF TROY NEVADA CORPORATION,    a Nevada corporation, General Partner  PUR WATER PURIFICATION PRODUCTS, INC.,   a Nevada corporation  KAZ, INC.,  a New York corporation  KAZ USA, INC.,   a Massachusetts corporation  KAZ CANADA, INC.,  a Massachusetts corporation  STEEL TECHNOLOGY, LLC,  an Oregon limited liability company  DRYBAR PRODUCTS LLC,  a Delaware limited liability company    OSPREY PACKS, INC.,  a Colorado corporation        By: /s/ Matt Osberg       Name: Matt Osberg   Title for all: Chief Financial Officer  





 






  Signature Page to Fifth Amendment to Credit Agreement [Helen of Troy]         NOTARIAL CERTIFICATE OF ___________________________    NOTARY PUBLIC DO HEREBY CERTIFY AND ATTEST that on the day of the date hereof  personally came and appeared before me Matt Osberg, the duly authorized Chief Financial  Officer of Helen of Troy Limited, a Barbados corporation, one of the executing parties to the  within written document and did in my presence sign and deliver the same as and for his free and  voluntary act and deed.    IN FAITH AND TESTIMONY WHEREOF I the said ___________________________ have  hereunto set and subscribed my name and caused my Seal of Office to be hereunto put and  affixed this 2nd day of November, 2022.    





 






  Signature Page to Fifth Amendment to Credit Agreement [Helen of Troy]   HELEN OF TROY MACAO LIMITED,   a Macau corporation      By: /s/ Matt Osberg       Name: Matt Osberg   Title: Chief Financial Officer