First Amendement of the Credti Agreement



 Exhibit 10.29.1 
 Execution Version 
 FIRST AMENDMENT 

TO THE 

CREDIT AGREEMENT 
 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”). 
 WHEREAS, Investor and/or its Affiliates have extended to the Company a term loan pursuant to the Credit Agreement; 
 WHEREAS, Section 10.01 of the Credit Agreement provides that the Lenders may restructure the Loans so long as the terms contemplated under the Credit Agreement are preserved and are no less
favorable to the Company and other Obligors than those in effect on the Closing Date; and 
 WHEREAS, in
furtherance of the provisions of Section 10.01 of the Credit Agreement, the Company and other Obligors agree to cooperate with the Credit Parties to effect such restructuring. 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 

Section 1.    Amendment. 

(a)    Exhibit H of the Credit Agreement is hereby deleted in its entirety and replaced with
the form of Exhibit H attached hereto as Exhibit A. 







 (b)    Section 2.08(a) of the Credit
Agreement is hereby amended and restated in its entirety, effective as of the Closing Date, to read as follows: 

Subject to the provisions of Section 2.08(b) below, the Loans shall bear interest at a rate per annum equal
to the respective Applicable Margin. In addition, the Loans shall bear supplemental interest, which supplemental interest shall be payable on the Closing Date in an amount equal to 0.291667% of the aggregate initial principal amount of the Loans
outstanding on the Closing Date (and without giving effect to any repayment of the Loans) (the “Supplemental Interest”). Also, the Company shall pay on each anniversary of the Closing Date to GGC Administration LLC, an
affiliate of the Administrative Agent, an annual monitoring fee in an amount equal to $250,000. For the avoidance of doubt, the right to receive supplemental interest shall terminate upon payment in full of the Supplemental Interest on the Closing
Date, and the obligation to pay the annual monitoring fee due under this Section 2.08(a) shall replace and not be in addition to any obligation to pay supplemental interest after the Closing Date. 

(c)    Section 2.08(c)(iii) of the Credit Agreement is hereby amended and restated in its
entirety, effective as of the Closing Date, to read as follows: 
 All PIK Interest will be payable annually in
arrears on the last day of each Fiscal Year by increasing the principal amount of the Loans and will be compounded annually. All PIK Interest so added shall be treated as principal amount of the Loans for all purposes of this Agreement. Following
any such increase in the principal amount of the Loans, interest will accrue on such increased amount. Interest shall accrue from and including the date of the Borrowing (or the payment of any PIK Interest) to but excluding the date of any
prepayment or repayment thereof. On the Closing Date and on each anniversary thereof, the Supplemental Interest and any annual monitoring fee due pursuant to Section 2.08(a) shall be paid to Agent or GGC Administration LLC, as
applicable, in cash. 
 Section 2.    Miscellaneous. 

2A.    Reference to and Effect on the Credit Agreement.    Except as
expressly modified by Section 1 of this Agreement, the Credit Agreement shall continue and remain in full force and effect in accordance with its terms. All references to the Credit Agreement shall hereafter mean the Credit Agreement as
amended by this Agreement. 
 2B.    Amendment and Waiver.    The
provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Investor. 
 2C.    Counterparts.    This Agreement may be executed simultaneously in two or more counterparts (including via facsimile or electronic transmission), any
one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement. 
 2D.    Descriptive Headings; Interpretation.    The descriptive headings of this Agreement are inserted for convenience only and do not constitute a
substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation. 

  
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 2E.    Governing Law.    All
issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or
conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. 

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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above. 
  

									
	AGENT	 		 	COMPANY
			
	PS Holdings Agency Corp., as Agent	 		 	Pacific Sunwear of California, Inc.
					
	By:	 	 /s/ Joshua Olshansky
	 		 	By:	 	 /s/ Craig Gosselin

	Name:	 	 Joshua Olshansky
	 		 	Name:	 	Craig Gosselin
	Its:	 	 Manager
	 		 	Its:	 	Senior Vice President & General Counsel
			
		 		 	LENDERS
			
		 		 	PS Holdings of Delaware, LLC – Series A
					
		 		 		 	By:	 	 /s/ Joshua Olshansky

		 		 		 	Name:	 	 Joshua Olshansky

		 		 		 	Its:	 	 Manager

			
		 		 	PS Holdings of Delaware, LLC – Series B
					
		 		 		 	By:	 	 /s/ Joshua Olshansky

		 		 		 	Name:	 	 Joshua Olshansky

		 		 		 	Its:	 	 Manager


 [Signature Page to First Amendment to the Credit Agreement] 







 EXHIBIT A 
 Exhibit H 
 Payments under the Credit Agreement shall be allocated between
PS Holdings of Delaware, LLC—Series A and PS Holdings of Delaware, LLC—Series B in accordance with the grid below: 
  

			MMDelaware,MM		MMDelaware,MM		MMDelaware,MM
	Category    	 	Payments	 	PS
Holdings
of
Delaware,
LLC –
Series
A	 	PS
Holdings
of
Delaware,
LLC –

Series B
	1	 	Principal Payments (up to the first $30,000,000 of original principal
amount) and Prepayment Premium on the Callable Portion of the Term Loan	 	 	 	X
	2	 	Principal Payments (of any remaining principal amount after giving effect
to the payments in Category 1) and Prepayment Premium on the Non-Callable Portion of the Term Loan	 	X	 	 
	3	 	Payments of Cash Interest on all principal amount (except for principal
amount resulting from PIK Interest)	 	 	 	X
	4	 	Payments of Cash Interest on all principal amount resulting from PIK
Interest	 	X	 	 
	5	 	Payments of PIK Interest (including PIK Interest that has accrued on the
principal amount of the Loans)	 	X	 	 
	6	 	Supplemental Interest	 	X