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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 8-K
 CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Date of report (Date of earliest event reported): April 29, 2008
 
 PACIFIC SUNWEAR OF CALIFORNIA, INC.
 (Exact Name of Registrant as Specified in Charter)
 California
    
    0-21296
    
    95-3759463(State or Other Jurisdiction of Incorporation)
    
    (Commission File Number)
    
    (IRS EmployerIdentification No.)3450 East Miraloma Avenue
    
    
    
    92806-2101Anaheim, CA
    
    
    
    (Zip Code)(Address of principal executive offices)
 (714) 414-4000
Registrants telephone number, including area code
 
  o
    
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)o
    
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o
    
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))o
    
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))




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TABLE OF CONTENTS  Item 1.01. Entry into a Material Definitive AgreementItem 1.02. Termination of a Material Definitive AgreementItem 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantItem 9.01. Financial Statements and ExhibitsSIGNATUREEXHIBIT INDEXEXHIBIT 10.1EXHIBIT 10.2    Table of Contents  
 Item 1.01. Entry into a Material Definitive Agreement.
 Company New Credit Facility
   Prior Credit Facility




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minus
  
    
    incur additional debt;
    
    incur liens and contingent liabilities;
    
    merge with or acquire other companies, liquidate or dissolve;
    
    sell, transfer, lease or dispose of assets;
    
    make investments;
    
    make loans, investments or guarantees;
    
    enter into sale and leaseback transactions;
    
    enter into swap agreements;
    
    make specified payments with respect to equity interests;
    
    make specified payments with respect to other indebtedness;
    
    engage in transactions with affiliates; and
    
    enter into certain restrictive agreements.




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Item 1.02. Termination of a Material Definitive Agreement.
  
 Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
  
 Item 9.01. Financial Statements and Exhibits.
  ExhibitNumber
    
    Description10.1
    
    Credit Agreement, dated as of April 29, 2008, with JPMorgan Chase
Bank, N.A., as Administrative Agent, Bank of America, N.A., as
Syndication Agent, BB&T Company, U.S. Bank National Association
and Wells Fargo Foothill, Inc., as Co-Documentation Agents, and
J.P. Morgan Securities Inc. and Banc of America Securities LLC, as
Joint Bookrunners and Joint Lead Arrangers, and a syndicate of
other lenders10.2
    
    Security Agreement, dated as of April 29, 2008, by the Company,
Pacific Sunwear Stores Corp., Miraloma Corp., and certain future
subsidiaries of the Company, and JPMorgan Chase Bank, N.A., as
Administrative Agent




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SIGNATURE
  Dated:  May 1, 2008
    Pacific Sunwear of California, Inc./s/ Michael L. HenryMichael L. HenrySenior Vice President,
Chief Financial Officer




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Exhibit No.
    
    Description10.1
    
    Credit Agreement, dated as of April 29, 2008, with JPMorgan
Chase Bank, N.A., as Administrative Agent, Bank of America,
N.A., as Syndication Agent, BB&T Company, U.S. Bank National
Association and Wells Fargo Foothill, Inc., as
Co-Documentation Agents, and J.P. Morgan Securities Inc. and
Banc of America Securities LLC, as Joint Bookrunners and Joint
Lead Arrangers, and a syndicate of other lenders10.2
    
    Security Agreement, dated as of April 29, 2008, by the
Company, Pacific Sunwear Stores Corp., Miraloma Corp., and
certain future subsidiaries of the Company, and JPMorgan Chase
Bank, N.A., as Administrative Agent