EXHIBIT 10.1


 


FOURTH
AMENDMENT TO CREDIT AGREEMENT


 


THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth
Amendment”), dated as of December 15, 2008, is entered into among
HELEN OF TROY L.P., a limited partnership duly organized under the laws of the
State of Texas (the “Borrower”), HELEN OF TROY LIMITED, a Bermuda
company (“Limited”), the lender listed on the signature pages hereof as
Lender (the “Lender”), and BANK OF AMERICA, N.A., as Administrative
Agent, L/C Issuer and Swing Line Lender.


 


BACKGROUND


 


A.                                   The
Borrower, Limited, the Lender and certain other lenders, the Administrative
Agent, the Swing Line Lender and the L/C Issuer are parties to that certain
Credit Agreement, dated as of June 1, 2004, as amended by that certain
First Amendment to Credit Agreement, dated as of June 29, 2004, that
certain Second Amendment to Credit Agreement, dated as of September 23,
2005, and that certain Third Amendment to Credit Agreement, dated as of November 15,
2005 (said Credit Agreement, as amended, the “Credit Agreement”).  The terms defined in the Credit Agreement and
not otherwise defined herein shall be used herein as defined in the Credit
Agreement.


 


B.                                     The
Borrower has requested (a) certain amendments to the Credit Agreement and (b) to
remove Amegy Bank National Association and Comerica Bank (collectively, the “Exiting
Lenders”) as lenders under the Credit Agreement.


 


C.                                     The
Lender, the Administrative Agent, the Swing Line Lender and the L/C Issuer
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 Borrower, Limited, the Lender, the Swing Line Lender, the L/C Issuer and
the Administrative Agent covenant and agree as follows:


 


1.                                       AMENDMENTS.


 


(a)                                  The
definition of “Applicable Rate” set forth in Section 1.01 of
the Credit Agreement is hereby amended to read as follows:


 


“Applicable
Rate” means the following percentages per annum, based upon the Leverage
Ratio as set forth in the most recent Compliance Certificate received by the
Administrative Agent pursuant to Section 6.02(b):


 


	
  Pricing

  Level

  	
   

  	
  Leverage Ratio

  	
   

  	
  Commitment

  Fee

  	
   

  	
  Eurodollar Rate

  for Loans and

  Letters of Credit

  	
   

  	
  Base Rate

  for Loans

  	
   

  
	
  I

  	
   

  	
  Less than or equal to 1.00 to 1.00

  	
   

  	
  0.200

  	
  %

  	
  1.250

  	
  %

  	
  0.250

  	
  %

  
	
  II

  	
   

  	
  Greater than 1.00 to
  1.00 but less than or equal to 1.50 to 1.00

  	
   

  	
  0.250

  	
  %

  	
  1.375

  	
  %

  	
  0.375

  	
  %

  



 

















 


	
  III

  	
   

  	
  Greater than 1.50 to
  1.00 but less than or equal to 2.00 to 1.00

  	
   

  	
  0.250

  	
  %

  	
  1.500

  	
  %

  	
  0.500

  	
  %

  
	
  IV

  	
   

  	
  Greater than 2.00 to
  1.00 but less than or equal to 2.50 to 1.00

  	
   

  	
  0.300

  	
  %

  	
  1.625

  	
  %

  	
  0.625

  	
  %

  
	
  V

  	
   

  	
  Greater than 2.50 to 1.00

  	
   

  	
  0.350

  	
  %

  	
  1.750

  	
  %

  	
  0.750

  	
  %

  



 


Any increase
or decrease in the Applicable Rate resulting from a change in the Leverage
Ratio shall become effective as of the first Business Day immediately following
the date a Compliance Certificate is delivered pursuant to Section 6.02(b);
provided, however, that if a Compliance Certificate is not
delivered when due in accordance with such Section 6.02(b), then,
upon the request of the Required Lenders, Pricing Level V shall apply as
of the first Business Day after the date on which such Compliance Certificate
was required to have been delivered and shall remain in effect until the first
Business Day immediately following the date such Compliance Certificate is
actually delivered to the Administrative Agent. 
Notwithstanding the foregoing, the Applicable Rate in effect from and
after the Fourth Amendment Closing Date through and including the date the
first Compliance Certificate is delivered pursuant to Section 6.02(b) for
the first fiscal quarter ending after the Fourth Amendment Closing Date shall
be Level III.


 


Notwithstanding
anything to the contrary contained in this definition, the determination of the
Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).


 


(b)                                 The
definition of “Base Rate” set forth in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:


 


“Base Rate”
means for any day a fluctuating rate per annum equal to the highest of (a) the
Federal Funds Rate in effect for such day plus 1/2 of 1%, (b) the rate of
interest in effect for such day as publicly announced from time to time by Bank
of America as its “prime rate” and (c) the rate of interest in effect for
such day, under this Agreement, for a Borrowing of Eurodollar Rate Loans with
an Interest Period of one month (or if such day is not a Business Day, the
immediately preceding Business Day) plus 1%. 
The “prime rate” is a rate set by Bank of America based upon various
factors including Bank of America’s costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced rate.  Any change in the Base Rate due to a change
in the Federal Funds Rate, the prime rate or the rate for such Eurocurrency Rate
Loans shall be effective from and including the effective date of such change
in the Federal Funds Rate, the prime rate or the rate for such Eurodollar Rate
Loans.


 


(c)                                  The
definition of “Leverage Ratio” set forth in Section 1.01 of
the Credit Agreement is hereby amended to read as follows:


 


“Leverage
Ratio” means, as of any date of determination, the ratio of (a) Consolidated
Net Funded Indebtedness on such date to (b) Consolidated EBITDA for the
period of the four consecutive fiscal quarters most recently ended for which
Limited has delivered financial statements pursuant to Section 6.01.  For purposes of calculating 


 


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the Leverage Ratio as of any date, Consolidated EBITDA shall be
calculated on a pro  forma basis (as certified by a Responsible
Officer of Limited to the Administrative Agent and as approved by the
Administrative Agent) assuming that all Acquisitions made, and all Dispositions
completed, during the four consecutive fiscal quarters the most recently ended
has been made on the first day of such period (but without any adjustment for
projected cost savings or other synergies).


 


(d)                                 The
definition of “Maturity Date” set forth in Section 1.01 of
the Credit Agreement is hereby amended to read as follows:


 


“Maturity
Date” means (a) December 15, 2013 or (b) the date of
termination of the commitment of each Lender to make Loans and of the
obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.


 


(e)                                  The
definition of “Restricted Payment” set forth in Section 1.01
of the Credit Agreement is hereby amended to read as follows:


 


“Restricted
Payment” means, collectively, (a) any Dividend, (b) any Treasury
Stock Purchase and (c) any payment or prepayment of principal, interest,
premium or penalty of or in respect of any Subordinated Indebtedness or any
defeasance, redemption, purchase, repurchase or other acquisition or retirement
for value, in whole or in part, of any Subordinated Indebtedness.


 


(f)                                    Section 1.01
of the Credit Agreement is being amended by adding the following defined terms
thereto in proper alphabetical order to read as follows:


 


“Cash and
Cash Equivalents” means, collectively (a) cash, (b) investments
in the form of direct obligations of the United States of America or any agency
thereof or obligations guaranteed by the United States of America or any agency
thereof, in any case maturing within one year after the acquisition thereof; (c) investments
in bankers’ acceptance, certificates of deposits, Eurodollar deposits or time
deposits maturing within 180 days from the date of acquisition thereof issued
or accepted by any commercial bank organized under the laws of the United
States of America, any state thereof, or the District of Columbia, and having
combined capital, surplus and undivided profits of at least $1,000,000,000 and
having (or having parent holding company that has) outstanding short term debt
rated P-1 by Moody’s Investor Service, Inc. or A-1 by Standard and Poor’s
Rating Group and long-term debt rated as least A by Moody’s Investor Service, Inc.
or Standard and Poor’s Rating Group; (d) investments in commercial paper
rated in one of the two highest rating categories by Moody’s Investor Service, Inc.
or by Standard and Poor’s Rating Group and maturing not more than 270 days from
the date of creation thereof; (e) repurchase obligations with a term of
not more than seven days for underlying securities of the types described in
clauses (b) and (c) above entered into with any financial
institution meeting the qualifications specified in clause (c) above;
and (f) investments in money market mutual funds that are classified as
current assets in accordance with generally accepted accounting principles and
that invest at least 95% of its assets in Investments described in
clauses (b) through (e) above maturing not more than one year
after the acquisition thereof, which funds are managed by Persons having, 


 


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or who are members of holding companies having, capital and surplus in
excess of $100,000,000; provided, however, in no event shall
auction rate securities be considered to be “Cash and Cash Equivalents”.


 


“Consolidated
EBIT” means for any period the sum of Consolidated Net Earnings for such
period, plus to the extent deducted in calculating Consolidated Net
Earnings for such period: the total of (a) interest expense and (b) federal
and state income and franchise tax expense, for Limited and its Subsidiaries,
all determined in accordance with GAAP.


 


“Consolidated
Net Funded Indebtedness” means, as of any date determination, for Limited
and its Subsidiaries on a consolidated basis, the sum of (a) Consolidated
Funded Indebtedness as of such date minus (b) Unrestricted Cash as
of such date in excess of $15,000,000.


 


“Dividend”
means, with respect to any Person, any dividend or other distribution (whether
in cash, securities or other property) with respect to any capital stock or
other Equity Interests of such Person.


 


“Impacted
Lender” means (a) a Defaulting Lender or (b) a Lender as to which
(i) the L/C Issuer has a good faith belief that such Lender has defaulted
in fulfilling its obligations under one or more syndicated credit facilities or
(ii) an entity that Controls such Lender has been deemed insolvent or
become subject to any Debtor Relief Laws.


 


“Interest
Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated
EBIT to (b) interest expense of Limited and its Subsidiaries, in each case
for the items set forth in clauses (a) and (b) for the period of
four consecutive fiscal quarters ending on such date.


 


“Liquidity”
means, as of any date of determination, the sum of (a) Unrestricted Cash
of Limited and its Subsidiaries plus (b) the amount, if any, by
which the Aggregate Commitments exceed the Total Outstandings.


 


“Treasury Stock
Purchase” means, with respect to any Person, any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, acquisition, cancellation
or termination of any capital stock or other Equity Interests of such Person or
on account of any returns of Capital to such Person’s stockholders, partners or
members (or the equivalent Person thereof).


 


“Unrestricted
Cash” of a Person means Cash and Cash Equivalents in Dollars of such Person
that would not be identified as “restricted” on a balance sheet of such Person
prepared in accordance with GAAP, and which are not subject to any Lien or
restriction on withdrawal or use.


 


(g)                                 Section 1.01
of the Credit Agreement is further amended by deleting the defined terms “Consolidated
Fixed Charges” and “Fixed Charge Coverage Ratio” therefrom.


 


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(h)                                 Section 2.03(a)(iii)(E) of
the Credit Agreement is hereby amended to read as follows:


 


(E)                                 a default of
any Lender’s obligation to fund under Section 2.03(c) exists
or any Lender is at such time an Impacted Lender hereunder, unless the L/C
Issuer has entered into arrangements satisfactory to the L/C Issuer with the
Borrower or such Lender to eliminate the L/C Issuer’s risk with respect to such
Lender.


 


(i)                                     Section 2.04(a) of
the Credit Agreement is hereby amended to read as follows:


 


(a)                                  The
Swing Line.  Subject to the terms and
conditions set forth herein, the Swing Line Lender agrees, in reliance upon the
agreements of the other Lenders set forth in this Section 2.04 but
in its sole discretion and without any obligation, to make loans (each such
loan, a “Swing Line Loan”) to the Borrower from time to time on any
Business Day during the Availability Period in an aggregate amount not to
exceed at any time outstanding the amount of the Swing Line Sublimit,
notwithstanding the fact that such Swing Line Loans, when aggregated with the
Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C
Obligations of the Lender acting as Swing Line Lender, may exceed the amount of
such Lender’s Commitment; provided, however, that after giving
effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed
the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of
the Revolving Loans of any Lender, plus such Lender’s Applicable
Percentage of the Outstanding Amount of all L/C Obligations, plus such
Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line
Loans shall not exceed such Lender’s Commitment, and provided, further,
that the Borrower shall not use the proceeds of any Swing Line Loan to
refinance any outstanding Swing Line Loan. 
Within the foregoing limits, and subject to the other terms and conditions
hereof including the sole discretion of the Swing Line Lender to make Swing
Line Loans, the Borrower may borrow under this Section 2.04, prepay
under Section 2.05, and reborrow under this Section 2.04.  Each Swing Line Loan shall be a Base Rate Loan.  Immediately upon the making of a Swing Line
Loan, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Swing Line Lender a risk
participation in such Swing Line Loan in an amount equal to the product of such
Lender’s Applicable Percentage times the amount of such Swing Line Loan.


 


(j)                                     Section 2.10
of the Credit Agreement is hereby amended to read as follows:


 


2.10                        Computation
of Interest and Fees.


 


(a)                                  All
computations of interest for Base Rate Loans when the Base Rate is determined
by Bank of America’s “prime rate” shall be made on the basis of a year of 365
or 366 days, as the case may be, and actual days elapsed.  Subject to Section 10.09, all
other computations of fees and interest shall be made on the basis of a 360-day
year and actual days elapsed (which results in more fees or interest, as
applicable, being paid than if computed on the basis of a 365-day year).  Interest shall accrue on each Loan for the day
on which the Loan is made, and shall not accrue on a Loan, or any portion
thereof, for the day on which the Loan or such portion is paid, provided
that any Loan that is 


 


5

















 


repaid on the same day on which it is made shall, subject to Section 2.12(a),
bear interest for one day.  Each
determination by the Administrative Agent of an interest rate or fee hereunder
shall be conclusive and binding for all purposes, absent manifest error.


 


(b)                                 If,
as a result of any restatement of or other adjustment to the financial
statements of Limited or for any other reason, the Borrower, Limited or the
Lenders determine that (i) the Leverage Ratio as of any applicable date
was inaccurate and (ii) a proper calculation of the Leverage Ratio would
have resulted in higher pricing for such period, the Borrower shall immediately
and retroactively be obligated to pay to the Administrative Agent for the
account of the Lenders or the L/C Issuer, as the case may be, promptly on
demand by the Administrative Agent (or, after the occurrence of an actual or
deemed entry of an order for relief with respect to the Borrower under the
Bankruptcy Code of the United States, automatically and without further action
by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to
the excess of the amount of interest and fees that should have been paid for
such period over the amount of interest and fees actually paid for such
period.  This paragraph shall not limit
the rights of the Administrative Agent, any Lender, or the L/C Issuer, as the
case may be, under Sections 2.03(c)(iii), 2.03(i) or 2.08(b) or
under Article VIII.  The
Borrower’s obligations under this paragraph shall survive termination of the
Aggregate Commitments and the repayment of all other Obligations hereunder.


 


(k)                                  Section 2.13
of the Credit Agreement is hereby amended to read as follows:


 


2.13                        Sharing
of Payments by Lenders.  If any
Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of the
Revolving Loans made by it, or the participations in L/C Obligations or in
Swing Line Loans held by it resulting in such Lender’s receiving payment of a
proportion of the aggregate amount of Revolving Loans or participations and accrued
interest thereon greater than its pro  rata share thereof as
provided herein, then the Lender receiving such greater proportion shall (a) notify
the Administrative Agent of such fact, and (b) purchase (for cash at face
value) participations in the Revolving Loans and subparticipations in L/C
Obligations and Swing Line Loans of the other Lenders, or make such other
adjustments as shall be equitable, so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount
of principal of and accrued interest on their respective Revolving Loans and
other amounts owing them, provided that:


 


(i)                                     if
any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest; and


 


(ii)                                  the
provisions of this Section shall not be construed to apply to (w) any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement, (x) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Revolving Loans or subparticipations in L/C Obligations or Swing Line Loans to 


 


6

















 


any assignee or participant, other than to the Borrower or any
Subsidiary thereof (as to which the provisions of this Section shall
apply) or (y) any payment obtained by the L/C Issuer or Swing Line Lender
in connection with cash collateral or other arrangements made in respect of an
Impacted Lender.


 


Each Loan
Party consents to the foregoing and agrees, to the extent it may effectively do
so under Applicable Law, that any Lender acquiring a participation pursuant to
the foregoing arrangements may exercise against such Loan Party rights of
setoff and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of such Loan Party in the amount of such
participation.


 


(l)                                     Section 2.14(a) of
the Credit Agreement is hereby amended by deleting “$25,000,000” from the
fourth line thereof and inserting “$50,000,000” in lieu thereof.


 


(m)                               Section 7.06
of the Credit Agreement is hereby amended to read as follows:


 


7.06                        Restricted
Payments.  Declare or make, directly
or indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except that, so long as no Default shall have occurred and
be continuing at the time of any action described below or would result
therefrom:


 


(a)                                  each
Subsidiary may make Dividends to Limited, the Guarantors and any other Person
that owns an Equity Interest in such Subsidiary, ratably according to their
respective holdings of the type of Equity Interest in respect of which such
Dividend is being made;


 


(b)                                 Limited
and each Subsidiary may declare and make Dividends payable solely in the common
stock or other Equity Interests of such Person (other than Redeemable Stock);


 


(c)                                  Limited
and each Subsidiary may pay, purchase, redeem or otherwise acquire Equity
Interests or Indebtedness issued or incurred by it with the proceeds received
from the substantially concurrent issue of new shares of its common stock or
other Equity Interests (other than Redeemable Stock) or Subordinated
Indebtedness;


 


(d)                                 Limited
may declare or pay cash Dividends to its stockholders in an aggregate amount
during any fiscal year not to exceed 25% of Consolidated Net Earnings for such
fiscal year;


 


(e)                                  Limited
may make Treasury Stock Purchases, so long as after giving effect to any such
Treasury Stock Purchase, (a) Liquidity as of the date of such Treasury
Stock Purchase is equal to or greater than the current maturities of long-term
Indebtedness for the twelve-month period immediately following such date, and (b) the
Total Outstandings (excluding L/C Obligations other than Unreimbursed Amounts
and L/C Borrowings) as of such date are zero; provided, however,
nothing in this clause (e) shall prohibit or restrict Treasury Stock
Purchases made pursuant to Limited’s employee stock option repurchase programs;
and


 


7

















 


(f)                                    Limited
and each Subsidiary may make regularly scheduled payments of interest on any
Subordinated Indebtedness.


 


(n)                                 Section 7.11
of the Credit Agreement is hereby amended to read as follows:


 


7.11                        Financial
Covenants.


 


(a)                                  Consolidated
Net Worth.  Permit Consolidated Net
Worth at any time to be less than the sum of (i) 483,000,000, (ii) an
amount equal to 40% of the Consolidated Net Earnings of each full fiscal
quarter ending after February 29, 2008 (with no deduction for a net loss
in any such fiscal quarter), (iii) an amount equal to 100% of the
aggregate increases in Shareholders’ Equity of Limited and its Subsidiaries
after the date hereof by reason of the issuance and sale of Equity Interests of
Limited or any Subsidiary (other than issuances to Limited or a wholly-owned
Subsidiary), including upon any conversion of debt securities of Limited into
such Equity Interests, and (iv) 100% of the net worth of any Person that
becomes a Subsidiary or substantially all of the assets of which are acquired
by Limited or any Subsidiary to the extent the purchase price therefor is paid
in Equity Interests of Limited or any Subsidiary or pursuant to the conversion
or exchange of any convertible subordinated debt or redeemable preferred stock
into Equity Interests of Limited or any Subsidiary.


 


(b)                                 Interest
Coverage Ratio.  Permit the Interest
Charge Coverage Ratio as of the end of any fiscal quarter of Limited to be less
than 3.00 to 1.00.


 


(c)                                  Leverage
Ratio.  Permit the Leverage Ratio at
any time during any period of four fiscal quarters of Limited to be greater
than 3.00 to 1.00.


 


(o)                                 Article VII
of the Credit Agreement is hereby amended by adding a new Section 7.15
thereto to read as follows:


 


7.15                        Capital
Expenditures.  Make or become
legally obligated to make Capital Expenditures, except for Capital Expenditures
not exceeding $20,000,000 in the aggregate to Limited and its Subsidiaries
during any fiscal year; provided, however, that so long as no
default has occurred and is continuing or would result from such Capital
Expenditure, 50% of any portion of such amount not expended in a fiscal year
may be carried over for expenditure in the next following fiscal year; and provided,
further, if any such amount is so carried over, it will be deemed used
in the applicable subsequent fiscal year before the $20,000,000 permitted for
such fiscal year.


 


(p)                                 Exhibit E,
Compliance Certificate, is hereby amended to be in the form of Exhibit E
to this Fourth Amendment.


 


(q)                                 As
of the Fourth Amendment Closing Date, Schedule 2.01 of the Credit
Agreement shall be replaced by the form of Schedule 2.01 to this
Fourth Amendment, and the Lender’s Commitment and Applicable Percentage shall
be in the amount and the percentage set forth on such Schedule 2.01.


 


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2.                                       REPRESENTATIONS
AND WARRANTIES TRUE; NO EVENT OF DEFAULT. 
By its execution and delivery hereof, each of the Borrower and Limited
represents and warrants that, as of the date hereof:


 


(a)                                  the
representations and warranties contained in the Credit Agreement and the other
Loan Documents are true and correct on and as of the date hereof as made on and
as of such date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct on such earlier date;


 


(b)                                 no
event has occurred and is continuing which constitutes a Default or an Event of
Default;


 


(c)                                  (i) the
Borrower has full power and authority to execute and deliver this Fourth
Amendment and the replacement Revolving Loan Note for the Lender (the “Replacement
Note”), (ii) Limited has full power and authority to execute and deliver
this Fourth Amendment, (iii) this Fourth Amendment and the Replacement
Note have been duly executed and delivered by the Borrower and Limited, as
applicable, and (iv) this Fourth Amendment, the Replacement Note and the
Credit Agreement, as amended hereby, constitute the legal, valid and binding
obligations of the Borrower and Limited, as the case may be, enforceable in
accordance with their respective terms, except as enforceability may be limited
by applicable Debtor Relief Laws and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law) and except as rights to indemnity may be limited by federal or state
securities laws;


 


(d)                                 neither
the execution, delivery and performance of this Fourth Amendment, the
Replacement Note or the Credit Agreement, as amended hereby, nor the
consummation of any transactions contemplated herein or therein, will conflict
with any Law or Organization Documents of the Borrower or Limited, or any
indenture, agreement or other instrument to which the Borrower or Limited or
any of their respective property is subject; and


 


(e)                                  no
authorization, approval, consent, or other action by, notice to, or filing
with, any Governmental Authority or other Person not previously obtained is
required for (i) the execution, delivery or performance by the Borrower of
this Fourth Amendment or the Replacement Note, (ii) the execution,
delivery or performance by Limited of this Fourth Amendment, or (iii) the
acknowledgment by each Guarantor of this Fourth Amendment.


 


3.                                       CONDITIONS
TO EFFECTIVENESS.  This Fourth
Amendment shall be effective (and the revisions to the definition of “Applicable
Rate” set forth in Section 1(a) hereof will go into effect) upon
satisfaction or completion of the following:


 


(a)                                  the
Administrative Agent shall have received counterparts of this Fourth Amendment
executed by the Lender;


 


(b)                                 the
Administrative Agent shall have received counterparts of this Fourth Amendment
executed by the Borrower and Limited and acknowledged by each Guarantor;


 


(c)                                  the
Administrative Agent shall have received a certified resolution of the general
partner of the Borrower authorizing the execution, delivery and performance of
this Fourth Amendment and the Replacement Note by the general partner on behalf
of the Borrower;


 


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(d)                                 the
Administrative Agent shall have received a duly executed Replacement Note for
each Lender whose Commitment is being amended by this Fourth Amendment;


 


(e)                                  the
Exiting Lenders shall have acknowledged and agreed to this Fourth Amendment for
the purposes of Section 4 hereof only and the Exiting Lenders shall have
received payment in full of all amounts due and owing to them under the Credit
Agreement;


 


(f)                                    the
Administrative Agent shall have received from the Borrower for the account of
the Lender which executes and delivers this Fourth Amendment to the
Administrative Agent by 5:00 p.m., Houston, Texas time, December 11,
2008, an amount equal to the product of (i) 0.30% and (ii) the Lender’s
Commitment, as amended by this Fourth Amendment; and


 


(g)                                 the
Administrative Agent shall have received, in form and substance satisfactory to
the Administrative Agent and its counsel, such other documents, certificates
and instruments as the Administrative Agent shall reasonably require.


 


4.                                       EXITING
LENDERS.  Upon satisfaction of the
conditions set forth in Section 3 hereof, the Exiting Lenders shall (a) not
be Lenders under the Credit Agreement, (b) not have any rights or
obligations with respect to being Lenders, except for those that expressly
survive termination of the Credit Agreement or any commitments thereunder and (c) mark
their respective Revolving Loan Notes “PAID IN FULL”, and promptly return their
respective Revolving Loan Notes to the Borrower.


 


5.                                       REFERENCE
TO THE CREDIT AGREEMENT.


 


(a)                                  Upon
the effectiveness of this Fourth 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.


 


6.                                       COSTS,
EXPENSES AND TAXES.  The Borrower
agrees to pay on demand all reasonable costs and expenses of the Administrative
Agent in connection with the preparation, reproduction, execution and delivery
of this Fourth Amendment and the other instruments and documents to be
delivered hereunder (including the reasonable fees and out-of-pocket expenses
of counsel for the Administrative Agent with respect thereto).


 


7.                                       GUARANTOR’S
ACKNOWLEDGMENT.  By signing below,
each Guarantor (a) acknowledges, consents and agrees to the execution,
delivery and performance by the Borrower and Limited of this Fourth Amendment, (b) acknowledges
and agrees that its obligations in respect of its Guaranty (i) are not
released, diminished, waived, modified, impaired or affected in any manner by
this Fourth 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.


 


10
















 


8.                                       EXECUTION
IN COUNTERPARTS.  This Fourth
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 Fourth 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, telecopier or electronic mail 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.


 


9.                                       GOVERNING
LAW; BINDING EFFECT.  This Fourth
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.


 


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


 


11.                                 ENTIRE
AGREEMENT.  THE CREDIT AGREEMENT, AS
AMENDED BY THIS FOURTH 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


 


11

















 


IN WITNESS WHEREOF, this Fourth Amendment is executed
as of the date first set forth above.


 


	
   

  	
  HELEN
  OF TROY L.P., a Texas limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  HELEN OF TROY
  NEVADA

  CORPORATION, a Nevada corporation,

  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerald J.
  Rubin

  
	
   

  	
   

  	
  Gerald J. Rubin

  
	
   

  	
   

  	
  Chairman, Chief
  Executive Officer and

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HELEN
  OF TROY LIMITED, a Bermuda

  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerald J.
  Rubin

  
	
   

  	
   

  	
  Gerald J. Rubin

  
	
   

  	
   

  	
  Chairman, Chief
  Executive Officer and

  
	
   

  	
   

  	
  President

  



 


12

















 


	
   

  	
  BANK OF
  AMERICA, N.A., as Administrative

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  Brashler

  
	
   

  	
   

  	
  Michael Brashler

  
	
   

  	
   

  	
  Vice President

  



 


13

















 


	
   

  	
  BANK OF
  AMERICA, N.A., as the Lender, L/C

  Issuer and Swing Line Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary Mingle

  
	
   

  	
   

  	
  Gary Mingle

  
	
   

  	
   

  	
  Senior Vice
  President

  



 


14

















 


 


ACKNOWLEDGED AND AGREED FOR


PURPOSES OF SECTION 4 ONLY:


 


	
  AMEGY
  BANK NATIONAL ASSOCIATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Julia Y.
  Sudduth

  	
   

  
	
   

  	
  Julia Y. Sudduth

  	
   

  
	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  COMERICA
  BANK

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ De Von Lang

  	
   

  
	
   

  	
  De Von Lang

  	
   

  
	
   

  	
  Corporate
  Banking Officer

  	
   

  



 


15

















 


 


ACKNOWLEDGED AND AGREED:


 


	
  HELEN OF TROY
  LIMITED, a Bermuda company

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Gerald J.
  Rubin

  	
   

  
	
   

  	
  Gerald J. Rubin

  	
   

  
	
   

  	
  Chairman, Chief
  Executive Officer and

  	
   

  
	
   

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  HELEN OF TROY
  LIMITED, a Barbados corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Gerald J.
  Rubin

  	
   

  
	
   

  	
  Gerald J. Rubin

  	
   

  
	
   

  	
  Chairman, Chief
  Executive Officer and

  	
   

  
	
   

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  HOT NEVADA,
  INC., a Nevada corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Gary B.
  Abromovitz

  	
   

  
	
   

  	
  Gary B.
  Abromovitz

  	
   

  
	
   

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  HELEN OF TROY
  NEVADA CORPORATION,

  a Nevada corporation

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Gerald J.
  Rubin

  	
   

  
	
   

  	
  Gerald J. Rubin

  	
   

  
	
   

  	
  Chairman, Chief
  Executive Officer and

  	
   

  
	
   

  	
  President

  	
   

  



 


16

















 


 


	
  HELEN OF TROY TEXAS CORPORATION,

  a Texas corporation

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Gerald J.
  Rubin

  	
   

  
	
   

  	
  Gerald J. Rubin

  	
   

  
	
   

  	
  Chairman, Chief
  Executive Officer and

  	
   

  
	
   

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  IDELLE LABS
  LTD., a Texas limited partnership

  	
   

  
	
   

  	
   

  
	
  By:

  	
  HELEN OF TROY
  NEVADA CORPORATION,

  	
   

  
	
  a Nevada
  corporation, General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Gerald J.
  Rubin

  	
   

  
	
   

  	
  Gerald J. Rubin

  	
   

  
	
   

  	
  Chairman, Chief
  Executive Officer and

  	
   

  
	
   

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  OXO
  INTERNATIONAL LTD., a Texas limited partnership

  	
   

  
	
   

  	
   

  
	
  By:

  	
  HELEN OF TROY
  NEVADA CORPORATION,

  	
   

  
	
  a Nevada
  corporation, General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Gerald J.
  Rubin

  	
   

  
	
   

  	
  Gerald J. Rubin

  	
   

  
	
   

  	
  Chairman, Chief
  Executive Officer and

  	
   

  
	
   

  	
  President

  	
   

  



 


17

















 


SCHEDULE 2.01


 


COMMITMENTS

AND APPLICABLE PERCENTAGES


 


	
  Lender

  	
   

  	
  Revolving Commitment

  	
   

  	
  Applicable Percentage

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  50,000,000

  	
   

  	
  100.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  50,000,000

  	
   

  	
  100.00

  	
  %

  



 


18