HELEN OF TROY LIMITED (NASDAQ:HELE) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive
Agreement.

On December7, 2016, Helen of Troy Limited (the Company) and Helen
of Troy, L.P., a subsidiary of the Company and the borrower,
entered into that certain First Amendment to Amended and Restated
Credit Agreement (the Amendment) with Bank of America, N.A., as
administrative agent, and the other lenders party thereto. The
Amendment amends the Amended and Restated Credit Agreement, dated
January16, 2015, with Bank of America, N.A., as administrative
agent, and the other lenders party thereto (as amended, the
Credit Agreement).

The Amendment increases the unsecured revolving commitment of the
Credit Agreement from $650 million to $1 billion, subject to the
terms and limitations described in the Credit Agreement. The
maturity of the commitment under the Credit Agreement was
extended from January16, 2020 to December7, 2021. The Amendment
amended the Credit Agreement to permit Qualified Acquisitions (as
described in the Credit Agreement), provided that the Leverage
Ratio (as defined in the Credit Agreement) immediately prior to
such Qualified Acquisition is not greater than 3.50 to 1.00 and
subject to certain other terms and limitations set forth in the
Credit Agreement. If a Qualified Acquisition is consummated, the
Amendment modified the Leverage Ratio following a Qualified
Acquisition, such that the Leverage Ratio cannot be greater than:

4.25 to 1.00 at any time during the fiscal quarter in which a
Qualified Acquisition is consummated;

4.00 to 1.00 at any time during the first, second and third
fiscal quarters immediately following the fiscal quarter in which
a Qualified Acquisition is consummated; and

3.75 to 1.00 at any time during the fourth fiscal quarter
immediately following the fiscal quarter in which a Qualified
Acquisition is consummated.

In addition, the Amendment increased the amount the Company may
request under the accordion of the Credit Agreement to allow the
Company to increase the aggregate revolving loan commitments by
up to $200 million, subject to lender approval and the
satisfaction of certain other conditions. Prior to the Amendment,
the maximum increase under the accordion was $150 million. The
Amendment does not modify the terms of the Credit Agreement under
which repayment may be accelerated or increased.

The foregoing description of the First Amendment is not a
complete description of all of the parties rights and obligations
under such agreement and is qualified in its entirety by
reference to the First Amendment, which is filed with this
Current Report on Form8-K as Exhibit10.1, and the Credit
Agreement that was filed as Exhibit10.1 to the Companys Current
Report on Form8-K filed with the SEC on January20, 2015, which is
incorporated by reference herein.

Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.

On December9, 2016, the Board of Directors (the Board) of the
Company approved the appointment of Thurman Case to serve as a
director of the Company effective January1, 2017, until the next
annual general meeting of shareholders or until his successor has
been duly elected or appointed, or until his earlier death,
resignation or removal. The Board intends to nominate Mr.Case as
a director of the Company at the next annual general meeting of
shareholders. Mr.Cases appointment will fill the vacancy created
by the previously announced resignation of Mr.Alexander M. Davern
from the Company, effective March31, 2017. The Board also
approved the appointment of Mr.Case to serve as a member of the
Audit Committee of the Board effective January1, 2017. There are
no arrangements or understandings between Mr.Case and any other
persons to which he was appointed as a director of the Company.
There are no family relationships between Mr.Case and any
director, executive officer or any person nominated or chosen by
the Company to become a director or executive officer. There are
no related person transactions (within the meaning of Item
404(a)of Regulation S-K) between Mr.Case and the Company. Mr.Case
will receive the same compensation for service on the Board as
that of the other non-employee directors of the Company,
pro-rated for the year of his service from the effective date of
his election to the Board.

About HELEN OF TROY LIMITED (NASDAQ:HELE)

Helen Of Troy Limited is a global consumer products company that offers a range of solutions for its customers through a range of brands. The Company is a global designer, developer, importer, marketer and distributor of a portfolio of brand-name consumer products. The Company has four segments. The Housewares segment provides a range of consumer products for the home. The Health & Home segment focuses on healthcare devices, such as thermometers, humidifiers, blood pressure monitors and heating pads; water filtration systems, and small home appliances, such as portable heaters, fans, air purifiers, and insect control devices. The Nutritional Supplements segment is a provider of branded vitamins, minerals and supplements, as well as other health products. The Beauty segment’s products include electric hair care, beauty care and wellness appliances; grooming tools and accessories, and liquid-, solid- and powder-based personal care and grooming products.

HELEN OF TROY LIMITED (NASDAQ:HELE) Recent Trading Information

HELEN OF TROY LIMITED (NASDAQ:HELE) closed its last trading session down -0.65 at 83.60 with 379,007 shares trading hands.