EXHIBIT 10.3
AMENDMENT NUMBER ONE TO SENIOR SUBORDINATION AGREEMENT
This AMENDMENT NUMBER ONE TO SENIOR SUBORDINATION AGREEMENT (this
"Amendment"), dated as of April 29, 2003, is entered into among COMERICA
BANK-CALIFORNIA, a California banking corporation ("Senior Lender"), THE
PENINSULA FUND III LIMITED PARTNERSHIP, a Delaware limited partnership
("Subordinate Lender"), DECKERS OUTDOOR CORPORATION, a Delaware corporation
("Parent"), and UGG Holdings, Inc., a California corporation ("UGG")(Parent and
UGG are collectively sometimes referred to herein as "Borrowers" and
individually as a "Borrower"), with reference to the following facts:
Senior Lender, Subordinate Lender and the Borrowers entered into that
certain Senior Subordination Agreement, dated as of November 25, 2002 (the
"Agreement");
Senior Lender, Subordinate Lender and the Borrowers desire to amend the
Agreement in accordance with the terms of this Amendment.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
hereby agree as follows:
1. Defined Terms.
(a) All initially capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Agreement.
(b) In addition, the following new definitions
shall be added to Section 1 of the Agreement in alphabetical order:
"DEFERRED INTEREST PAYMENT" means a payment
of any remaining accrued but unpaid interest then owing on the
Senior Subordinated Note, including without limitation any
interest accruing at a per annum rate in excess of 12%.
"PERMITTED PAYMENT" means (i) monthly
interest payments owing on the Senior Subordinated Note (as
defined in the Note Purchase Agreement) at the per annum rate
not to exceed 12% (or $140,000 per month), (ii) quarterly
payments of principal owing on the Senior Subordinated Note in
accordance with Section 2.1(a) of the Note Purchase Agreement,
as in effect on the date hereof, and (iii) Deferred Interest
Payments provided that the conditions set forth in Section
3(c)(2)(i) and (ii) hereof have been met.
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"STOP DEFERRED INTEREST PAYMENT NOTICE"
means a written notice from Senior Lender to Subordinate
Lender and Borrowers that Senior Lender will not permit
further Deferred Interest Payments. Senior Lender may give a
Stop Deferred Interest Payment Notice at any time in its sole
and absolute discretion.
2. Amendment to Section 3(c): Subordination in the Event of
Certain Defaults. Subsection 3(c) shall be deleted in its entirety and replaced
with the following:
(c) Notwithstanding anything to the
contrary contained in this Section 3 or Section 2(b)
hereinabove, (1) Borrowers may pay and Subordinate Lender may
take and retain any Permitted Payment (other than Deferred
Interest Payments) before receipt by Subordinate Lender of a
Stop Payment Notice, (2) Borrowers may pay and Subordinate
Lender may take and retain any Deferred Interest Payments,
provided that (i) both before and after giving effect to such
Deferred Interest Payment, no Event of Default has occurred
and is continuing, or will result on a pro forma basis, and
(ii) Senior Lender has not given a Stop Deferred Interest
Payment Notice to Subordinate Lender and Borrowers, and (3)
Borrowers shall be entitled to resume the making of any
payments otherwise prohibited under this Section 3, including
any payments previously suspended, at such time as the default
giving rise to such prohibition shall have been cured or
waived or the applicable period following the date upon which
Subordinate Lender received the relevant Stop Payment Notice
shall have elapsed.
3. Conditions Precedent to Effectiveness of Amendment. The
effectiveness of this Amendment is subject to and contingent upon the
fulfillment of each and every one of the following conditions:
(a) Senior Lender shall have received this Amendment,
duly executed by Subordinate Lender, the Borrowers and Senior Lender;
(b) Senior Lender shall have received that certain
Amendment Number One Amended and Restated Revolving Credit Agreement, dated as
of even date herewith ("Credit Agreement Amendment"), duly executed by the
Borrowers and Senior Lender;
(c) No Senior Event of Default shall have occurred and be
continuing; and
(d) All of the representations and warranties set forth
herein and in the Agreement shall be true, complete and accurate in all respects
as of the date hereof (except for representations and warranties which are
expressly stated to be true and correct as of date of the Agreement).
4. Representations and Warranties. In order to induce Senior
Lender to enter into this Amendment, Borrowers and Subordinate Lender hereby
represent and warrant to Senior Lender that:
(a) No Senior Event of Default is continuing;
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(b) All of the representations and warranties set forth
in the Agreement are true, complete and accurate in all respects (except for
representations and warranties which are expressly stated to be true and correct
as of the date of the Agreement); and
(c) This Amendment has been duly executed and delivered
by the Borrowers and the Subordinate Lender, and after giving effect to this
Amendment, the Agreement continues to constitute the legal, valid and binding
agreements and obligations of the Borrowers and the Subordinate Lender,
enforceable in accordance with their terms, except as enforceability may be
limited by bankruptcy, insolvency, and similar laws and equitable principles
affecting the enforcement of creditors' rights generally.
5. Counterparts; Telefacsimile Execution. This Amendment may be
executed in any number of counterparts and by different parties on separate
counterparts, each of which, when executed and delivered, shall be deemed to be
an original, and all of which, when taken together, shall constitute but one and
the same Amendment. Delivery of an executed counterpart of this Amendment by
telefacsimile shall be equally as effective as delivery of a manually executed
counterpart of this Amendment. Any party delivering an executed counterpart of
this Amendment by telefacsimile also shall deliver a manually executed
counterpart of this Amendment but the failure to deliver a manually executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Amendment.
6. Integration. The Agreement as amended by this Amendment
constitutes the entire agreement and understanding between the parties hereto
with respect to the subject matter hereof and thereof, and supersedes any and
all prior agreements and understandings, oral or written, relating to the
subject matter hereof and thereof.
7. Reaffirmation of the Agreement. The Agreement as amended
hereby remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amendment as of the date first hereinabove written.
DECKERS OUTDOOR CORPORATION,
a Delaware corporation
By /s/ M. Scott Ash
______________________________________
Name: M. Scott Ash
Title: Chief Financial Officer
UGG HOLDINGS, INC.,
a California corporation
By /s/ M. Scott Ash
______________________________________
Name: M. Scott Ash
Title: Chief Financial Officer
THE PENINSULA FUND III LIMITED
PARTNERSHIP,
a Delaware limited partnership
By: Peninsula Capital Partners, L.L.C.
Its: General Partner
By /s/ Scott A. Reilly
________________________________
Name: Scott A. Reilly
Title: President and Chief
Investment Officer
COMERICA BANK - CALIFORNIA,
a California banking corporation
By: /s/ Jason D. Brown
_____________________________________
Name: Jason D. Brown
Title: Vice President
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