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