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0000950137-07-010992.txt : 20070801 0000950137-07-010992.hdr.sgml : 20070801 20070801125801 ACCESSION NUMBER: 0000950137-07-010992 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070727 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070801 DATE AS OF CHANGE: 20070801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC SUNWEAR OF CALIFORNIA INC CENTRAL INDEX KEY: 0000874841 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 953759463 STATE OF INCORPORATION: CA FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21296 FILM NUMBER: 071015296 BUSINESS ADDRESS: STREET 1: 3450 EAST MIRALOMA AVENUE CITY: ANAHEIM STATE: CA ZIP: 92806 BUSINESS PHONE: 714-414-4000 MAIL ADDRESS: STREET 1: 3450 EAST MIRALOMA AVENUE CITY: ANAHEIM STATE: CA ZIP: 92806 8-K 1 a32349e8vk.htm FORM 8-K e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported):
July 27, 2007

Pacific Sunwear of California, Inc.

(Exact name of registrant as specified in its charter)


California (State or other jurisdiction of incorporation)		0-21296 (Commission File Number)		95-3759463 (IRS Employer Identification No.)

3450 East Miraloma Avenue, Anaheim, CA 92806-2101
(Address of principal executive offices) (Zip Code)

(714) 414-4000
(Registrant’s telephone number, including area code)

not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


	Item 1.01 Entry into a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
EXHIBIT 10.1

Item 1.01 Entry into a Material Definitive Agreement.

On July 27, 2007, Pacific Sunwear of California, Inc. (the “Company”) entered into Amendment No. 3 to its unsecured $200 million Credit Agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, and a syndicate of other lenders. The amendment reduces the “Minimum Fixed Charge Coverage Ratio,” as defined in the original Credit Agreement, required to be maintained by the Company as of the end of each of its current and next fiscal quarters. The amendment will first apply to the Company’s current fiscal quarter ending on August 4, 2007 and continue in effect through the quarter ending November 3, 2007. As of the date hereof, the Company has no direct borrowings outstanding under the Credit Agreement.

The full text of Amendment No. 3 to the Credit Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.


Exhibit
Number		Description
10.1		Amendment No. 3 to Credit Agreement, dated as of July 27, 2007, with JPMorgan Chase Bank, N.A., as Administrative Agent, and a syndicate of other lenders

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	PACIFIC SUNWEAR OF CALIFORNIA, INC.
Date: July 27, 2007	By:	/s/ GERALD M. CHANEY
		Gerald M. Chaney
		Senior Vice President, Chief Financial Officer and Secretary

Exhibit Index


Exhibit
Number		Description
10.1		Amendment No. 3 to Credit Agreement, dated as of July 27, 2007, with JPMorgan Chase Bank, N.A., as Administrative Agent, and a syndicate of other lenders

EX-10.1 2 a32349exv10w1.htm EXHIBIT 10.1 exv10w1

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 3

Dated as of July 27, 2007

CREDIT AGREEMENT

Dated as of September 14, 2005

THIS AMENDMENT NO. 3 (“Amendment”) is made as of July 27, 2007 (the “Effective Date”) by and among Pacific Sunwear of California, Inc., a California corporation (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, National Association, as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of September 14, 2005 by and among the Borrower, the Lenders and the Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

WHEREAS, the Borrower has requested that certain modifications be made to the Credit Agreement;

WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders party hereto and the Administrative Agent hereby agree to the following amendments to the Credit Agreement.

1. Amendments to Credit Agreement. Effective as of the Effective Date but subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:

(a) Section 1.01 of the Credit Agreement is hereby amended to insert the following definition therein in the appropriate alphabetical order:

“Kansas IRB Financing” means that certain industrial revenue bond financing, structured as a Sale and Leaseback Transaction, entered into on July 1, 2007 between City of Olathe, Kansas (the “Kansas IRB Issuer”) and the Borrower, whereby the Kansas IRB Issuer issued Industrial Revenue Bonds (PacSun Project), Series 2007 (the “Kansas Industrial Revenue Bonds”), purchased by the Borrower for the purpose of financing the acquisition, construction and installation of certain real property, machinery and equipment constituting a distribution facility located in the City of Olathe, Johnson

County, Kansas, which facility was sold and deeded by the Borrower to the Kansas IRB Issuer and leased back by the Kansas IRB Issuer to the Borrower.

(b) Section 6.01 of the Credit Agreement is hereby amended to: (1) delete the “and” at the end of clause (h) thereof, (2) delete the “.” appearing at the end of clause (i) thereof and substitute “; and” in lieu thereof, and (3) insert a new clause (j) therein as follows:

“(j) Indebtedness representing the present value of the total obligations of the Borrower, in its capacity as lessee of the property subject to the Kansas IRB Financing, for rental payments due and owing to the Kansas IRB Issuer in an aggregate amount not to exceed $24,500,000 during the term of this Agreement.”

(c) Section 6.08(a) of the Credit Agreement is hereby amended to restate clauses (2) and (3) of the proviso appearing at the end thereof to read as follows:

“(2) solely with respect to the fiscal quarters of the Borrower ending on or about February 3, 2007, May 5, 2007 and August 4, 2007, the Borrower will not permit such ratio to be less than 1.00 to 1.0 and (3) solely with respect to the fiscal quarters of the Borrower ending on or about November 3, 2007, the Borrower will not permit such ratio to be less than 1.25 to 1.0.”

2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrower, the Required Lenders and the Administrative Agent, (ii) counterparts of the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors and (iii) for the account of each Lender which delivers its executed signature page hereto by such time as is requested by the Administrative Agent, an amendment fee equal to 0.025% of such Lender’s Commitment under the Credit Agreement.

3. Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows:

(a) This Amendment and the Credit Agreement as amended hereby constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) As of the date hereof and giving effect to the terms of this Amendment, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrower set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects as of the date hereof (other than such representations and warranties as are made of a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

4. Reference to and Effect on the Credit Agreement.

(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.

(b) Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

5. Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.

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

7. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[Signature Pages Follow]

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.


PACIFIC SUNWEAR OF CALIFORNIA, INC., as the Borrower
By:	/s/ SALLY FRAME KASAKS
	Name:	Sally Frame Kasaks
	Title:	Chief Executive Officer and Chairman of the Board



By:	/s/ GERALD M. CHANEY
	Name:	Gerald M. Chaney
	Title:	Sr. Vice President and Chief Financial Officer