Exhibit 10.14
CREDIT AGREEMENT
by and between
ZUMIEZ INC., a Washington corporation
and
WELLS FARGO HSBC TRADE BANK, NATIONAL ASSOCIATION
Dated as of
September 1, 2006
Exhibit A - Addendum to Credit Agreement
Exhibit B - Revolving Credit Facility Supplement
Exhibit C - Collateral/Credit Support Document
WELLS FARGO HSBC TRADE BANK
CREDIT AGREEMENT
ZUMIEZ INC., a Washington corporation ("Borrower"), organized under the laws of
the State of Washington whose chief executive office is located at the address
specified after its signature to this Agreement ("Borrower's Address") and WELLS
FARGO HSBC TRADE BANK, NATIONAL ASSOCIATION ("Trade Bank"), whose address is
specified after its signature to this Agreement, have entered into this CREDIT
AGREEMENT as of September 1, 2006 ("Effective Date"). All references to this
"Agreement" include those covenants included in the Addendum to Agreement
("Addendum") attached as Exhibit A hereto.
I.
CREDIT FACILITY
1.1
THE FACILITY. SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, TRADE
BANK WILL MAKE AVAILABLE TO BORROWER A REVOLVING CREDIT FACILITY ("FACILITY")
FOR WHICH A FACILITY SUPPLEMENT ("SUPPLEMENT") IS ATTACHED AS EXHIBIT B HERETO.
ADDITIONAL TERMS FOR THE FACILITY (AND EACH SUBFACILITY THEREOF ("SUBFACILITY"))
ARE SET FORTH IN THE SUPPLEMENT. THE FACILITY WILL BE AVAILABLE FROM THE CLOSING
DATE UP TO AND UNTIL AUGUST 30, 2009 ("FACILITY TERMINATION DATE"). COLLATERAL
AND CREDIT SUPPORT REQUIRED FOR THE FACILITY IS SET FORTH IN EXHIBIT C HERETO.
DEFINITIONS FOR THOSE CAPITALIZED TERMS NOT OTHERWISE DEFINED ARE CONTAINED IN
ARTICLE 8 BELOW.
1.2
CREDIT EXTENSION LIMIT. THE AGGREGATE OUTSTANDING AMOUNT OF ALL CREDIT
EXTENSIONS MAY AT NO TIME EXCEED TWENTY-FIVE MILLION DOLLARS ($25,000,000)
("OVERALL CREDIT LIMIT"). THE AGGREGATE OUTSTANDING AMOUNT OF ALL CREDIT
EXTENSIONS OUTSTANDING AT ANY TIME UNDER REVOLVING CREDIT FACILITY MAY NOT
EXCEED THAT AMOUNT SPECIFIED AS THE "CREDIT LIMIT" IN THE SUPPLEMENT FOR THE
FACILITY, AND THE AGGREGATE OUTSTANDING AMOUNT OF ALL CREDIT EXTENSIONS
OUTSTANDING AT ANY TIME UNDER EACH SUBFACILITY (OR ANY SUBCATEGORY THEREOF) MAY
NOT EXCEED THAT AMOUNT SPECIFIED AS THE "CREDIT SUBLIMIT" IN THE SUPPLEMENT FOR
THE FACILITY. AN AMOUNT EQUAL TO 100% OF EACH UNFUNDED CREDIT EXTENSION SHALL BE
USED IN CALCULATING THE OUTSTANDING AMOUNT OF CREDIT EXTENSIONS UNDER THIS
AGREEMENT.
The Subfacility(s) of the Revolving Credit Facility are as follows:
(A)
SIGHT COMMERCIAL LETTERS OF CREDIT
(B)
STANDBY LETTERS OF CREDIT
1.3
OVERADVANCE. ALL CREDIT EXTENSIONS MADE HEREUNDER SHALL BE ADDED TO AND
DEEMED PART OF THE OBLIGATIONS WHEN MADE. IF, AT ANY TIME AND FOR ANY REASON,
THE AGGREGATE OUTSTANDING AMOUNT OF ALL CREDIT EXTENSIONS MADE PURSUANT TO THIS
AGREEMENT EXCEEDS THE DOLLAR LIMITATION IN SECTION 1.2, THEN BORROWER SHALL
IMMEDIATELY PAY TO TRADE BANK ON DEMAND, IN CASH, THE AMOUNT OF SUCH EXCESS.
1.4
REPAYMENT; INTEREST AND FEES. EACH FUNDED CREDIT EXTENSION SHALL BE REPAID
BY BORROWER, AND SHALL BEAR INTEREST FROM THE DATE OF DISBURSEMENT AT THOSE PER
ANNUM RATES AND SUCH INTEREST SHALL BE PAID, AT THE TIMES SPECIFIED IN THE
SUPPLEMENT, NOTE OR FACILITY DOCUMENT. BORROWER AGREES TO PAY TO TRADE BANK WITH
RESPECT TO (A)