Exhibit 10.1
CREDIT AGREEMENT
by and between
CUTTER & BUCK INC., a Washington corporation
and
WELLS FARGO HSBC TRADE BANK, N.A.
Dated as of
March 10, 2005
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
CUTTER & BUCK 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, N.A. ("Trade Bank"), whose address is specified
after its signature to this Agreement, have entered into this CREDIT AGREEMENT
as of March 10, 2005 ("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 MARCH 31, 2008 ("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 THIRTY-FIVE MILLION DOLLARS
($35,000,000) ("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)
USANCE COMMERCIAL LETTERS OF CREDIT INCLUDING:
(1)
ACCEPTANCES
(C)
STANDBY LETTERS OF CREDIT
(D)
SHIPPING GUARANTEES
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