Common use of LENDERS' COMMITMENTS AND PRO RATA SHARES Clause in Contracts

LENDERS' COMMITMENTS AND PRO RATA SHARES. Revolving Loan Pro Rata Lender Commitment Share ------ ---------------- --------- ▇▇▇▇▇ Fargo Bank, N.A. $10,500,000 35.00% Union Bank of $ 9,750,000 32.50% California, N.A. Bank of America $ 9,750,000 32.50% N.T. & S.A. ------------- ------ TOTAL $30,000,000 100% EXHIBIT A [FORM OF REPLACEMENT REVOLVING NOTE] OAKLEY, INC. PROMISSORY NOTE $[1] Los Angeles, California January __, 1997 FOR VALUE RECEIVED, Oakley, Inc., a Washington corporation ("COMPANY"), promises to pay to the order of [2] ("PAYEE") on or before the Revolving Loan Commitment Termination Date, as defined in the Credit Agreement referred to below, the lesser of (x) [3] ($[1]) and (y) the unpaid principal amount of all advances made by Payee to Company as Revolving Loans under the Credit Agreement referred to below. Company also promises to pay interest on the unpaid principal amount hereof, until paid in full, at the rates, from the dates and at the times which shall be determined in accordance with the provisions of that certain Amended and Restated Credit Agreement dated as of August 15, 1995 by and among Company, the financial institutions listed therein as Lenders, and ▇▇▇▇▇ Fargo Bank, National Association, as Agent (said Amended and Restated Credit Agreement, as it may be amended, supplemented or otherwise modified from time to time, being the "CREDIT AGREEMENT", the terms defined therein and not otherwise defined herein being used herein as therein defined). This Note is one of Company's "Revolving Notes" in the aggregate principal amount of $30,000,000 and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Revolving Loans evidenced hereby were made and are to be repaid. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Funding and Payment Office or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of this Note shall have been accepted by Agent and recorded in the Register as provided in subsection 10.1B(ii) of the Credit Agreement, Company and Agent -------------------- [1] Insert amount of Lender's Revolving Loan Commitment in numbers. [2] Insert Lender's name in capital letters. [3] Insert amount of Lender's Revolving Loan Commitment in words. Exh. A-1 shall be entitled to deem and treat Payee as the owner and holder of this Note and the Loans evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; PROVIDED, HOWEVER, that the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Company hereunder with respect to payments of principal of or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in subsection 2.4A(iii) of the Credit Agreement and to prepayment at the option of Company as provided in subsection 2.4A(i) of the Credit Agreement. THE CREDIT AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement. The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

LENDERS' COMMITMENTS AND PRO RATA SHARES. Revolving Loan Pro Rata Lender Commitment Share ------ ---------------- ----------- -------------- --------- ▇▇▇▇▇ Fargo BankBank of America, N.A. $10,500,000 35.00$ 30,000,000 40.00% Union Bank of $ 9,750,000 32.50% California, N.A. $ 22,500,000 30.00% The Chase Manhattan Bank of America $ 9,750,000 32.5022,500,000 30.00% N.T. & S.A. ------------- ------ TOTAL $30,000,000 $ 75,000,000 100% EXHIBIT A ANNEX B [FORM OF REPLACEMENT REVOLVING NOTE] OAKLEY, INC. PROMISSORY NOTE $[(1] ) Los Angeles, California January __, 1997 [-----------] FOR VALUE RECEIVED, OakleyOAKLEY, Inc.INC., a Washington corporation ("COMPANY"), promises to pay to the order of [(2] ), its successors or assigns ("PAYEE") on or before the Revolving Loan Commitment Termination Date, as defined in the Credit Agreement referred to below, the lesser of (x) [(3] ) ($[(1])) and (y) the unpaid principal amount of all advances made by Payee to Company as Revolving Loans under the Credit Agreement referred to below. Company also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates, from the dates rates and at the times which shall be determined in accordance with the provisions of that certain Amended and Restated Credit Agreement dated as of August 1525, 1995 1998 by and among Company, the financial institutions listed therein as Lenders, and ▇▇▇▇▇ Fargo BankBank of America, National AssociationN.A., as Agent Agent, as amended to the date hereof and from time to time thereafter (said Amended as so amended and Restated Credit Agreement, as it may be further amended, supplemented or otherwise modified from time to time, being the "CREDIT AGREEMENT", the terms defined therein and not otherwise defined herein being used herein as therein defined). This Note is one of Company's "Revolving Notes" in the aggregate principal amount of $30,000,000 75,000,000 and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Revolving Loans evidenced hereby were made and are to be repaid. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Funding and Payment Office or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of this Note shall have been accepted by Agent and recorded in the Register as provided in subsection 10.1B(ii) of the Credit Agreement, Company and Agent -------------------- [1] Insert amount of Lender's Revolving Loan Commitment in numbers. [2] Insert Lender's name in capital letters. [3] Insert amount of Lender's Revolving Loan Commitment in words. Exh. A-1 shall be entitled to deem and treat Payee as the owner and holder of this Note and the Loans evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; PROVIDED, HOWEVER, that the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Company hereunder with respect to payments of principal of or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in subsection 2.4A(iii) of the Credit Agreement and to prepayment at the option of Company as provided in subsection 2.4A(i) of the Credit Agreement. THE CREDIT AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement. The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

LENDERS' COMMITMENTS AND PRO RATA SHARES. Revolving Loan Pro Rata Lender Commitment Share ------ ---------------- --------- ---------- -------- Well▇ ▇▇▇go Bank, National Association $ 55,000,000 27.50% Morg▇▇ Fargo Bank▇▇▇ranty Trust Company $ 47,500,000 23.75% Bank One Arizona, N.A. $10,500,000 35.00NA $ 47,500,000 23.75% Union Bank of $ 9,750,000 32.5025,000,000 12.50% CaliforniaDresdner Bank AG, N.A. Bank of America Los Angeles Agency and Grand Cayman Branch $ 9,750,000 32.5025,000,000 12.50% N.T. & S.A. ------------- ------ ------------ ------- TOTAL $30,000,000 100200,000,000 100.00% EXHIBIT A [FORM OF REPLACEMENT REVOLVING NOTE] OAKLEYADDITIONAL NOTE OASIS RESIDENTIAL, INC. PROMISSORY NOTE DUE SEPTEMBER 25,1997 $[1] Los Angeles, California January ___________________ Las Vegas, 1997 Nevada September 24, 1996 [Insert Pro Rata Amount of Increase in Numbers] FOR VALUE RECEIVED, OakleyOASIS RESIDENTIAL, Inc.INC., a Washington Nevada corporation ("COMPANY"), promises to pay to the order of [2Insert name of Lender] ("PAYEE") ), on or before the Revolving Loan Commitment Termination DateSeptember 25, as defined in the Credit Agreement referred to below1997, the lesser of (x) [3$_________ (Insert Pro Rata Amount of Increase] ($[1]) and or (y) the unpaid principal amount of all advances made by Payee to Company as Revolving Loans in excess of the Commitment in effect prior to the date hereof under the Credit Agreement referred to below. Company also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates, from the dates rates and at the times which shall be determined in accordance with the provisions of that certain Amended and Restated Credit Agreement dated as of August 15September 25, 1995 by and among Company, the financial institutions listed therein as Lenders, and Well▇ ▇▇▇▇▇ Fargo go Bank, National Association, as Agent Administrative Agent, and Morg▇▇ ▇▇▇ranty Trust Company of New York and Bank One Arizona, N.A., as Co-Agents, as amended to the date hereof (said Amended and Restated Credit Agreement, as so amended and as it may be further amended, supplemented or otherwise modified from time to time, being the "CREDIT AGREEMENT", the terms defined therein and not otherwise defined herein being used herein as therein defined). This Note is one of Company's "Revolving Notes" in the aggregate principal amount of $30,000,000 200,000,000 and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Revolving Loans evidenced hereby were made and are to be repaid. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Funding and Payment Office or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of this Note shall have been accepted by Administrative Agent and recorded in the Register as provided in subsection 10.1B(iiSection 9.1B(ii) of the Credit Agreement, Company and Administrative Agent -------------------- [1] Insert amount of Lender's Revolving Loan Commitment in numbers. [2] Insert Lender's name in capital letters. [3] Insert amount of Lender's Revolving Loan Commitment in words. Exh. A-1 shall be entitled to deem and treat Payee as the owner and holder of this Note and the Loans evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; PROVIDEDprovided, HOWEVERhowever, that the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Company hereunder with respect to payments of principal of or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in subsection Section 2.4A(iii) of the Credit Agreement and to prepayment at the option of Company as provided in subsection Section 2.4A(i) of the Credit Agreement. THE CREDIT AGREEMENT AND THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA NEVADA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement. The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.. This Note is subject to restrictions on transfer or assignment as provided in Section 9.1 of the Credit Agreement. No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Company, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed. Company promises to pay all costs and expenses, including reasonable attorneys' fees, all as provided in Section 9.2 of the Credit Agreement, incurred in the collection and enforcement of this Note. Company and any endorsers of this Note