EXHIBIT 10.1
AMENDMENT NUMBER THREE TO AMENDED AND RESTATED
CREDIT AGREEMENT
This AMENDMENT NUMBER THREE TO AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment"), dated as of August 6, 2003, is entered into among DECKERS
OUTDOOR CORPORATION, a Delaware corporation ("Parent"), and UGG Holdings, Inc.,
a California corporation ("UGG") (collectively, referred to herein as
"Borrowers" and individually as a "Borrower"), on the one hand, and COMERICA
BANK, a Michigan banking corporation, successor by merger to Comerica
Bank-California, a California banking corporation ("Bank"), on the other hand,
with reference to the following facts:
A. Borrowers and Bank previously entered into that certain Amended and
Restated Credit Agreement, dated as of November 25, 2002, as amended by that
certain Amendment Number One to Amended and Restated Credit Agreement, dated as
of April 29, 2003 and that certain Amendment Number Two to Amended and Restated
Credit Agreement, dated as of June 27, 2003 (as so amended, the "Agreement");
and
B. Borrowers and Bank desire to further 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. All initially capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Agreement.
2. Amendments to Section 1.1. The definition of "Applicable LIBOR
Lending Rate Margin" set forth in Section 1.1 of the Agreement is hereby amended
in its entirety as follows:
"'Applicable LIBOR Lending Rate Margin' means the margin set
forth below opposite the applicable Consolidated Total Liabilities to
Consolidated EBITDA Ratio disclosed in the latest Compliance Certificate
delivered pursuant to Section 6.3(c), subject to Section 2.4(d); provided that
until Bank's receipt of Borrowers' audited Financial Statements for the fiscal
year ending December 31, 2002, the margin will be as set forth opposite Pricing
Level V:
- -------------------------------------------------------------------------------------------------
Consolidated Total Applicable LIBOR
Liabilities to Lending Rate Margin Applicable LIBOR
Consolidated EBITDA For All Revolving Lending Rate Margin
Pricing Level Ratio Loans For the Term Loan
- -------------------------------------------------------------------------------------------------
I Less than 1.00:1.0 100 basis points 350 basis points
- -------------------------------------------------------------------------------------------------
II Greater than 1.00:1.0 125 basis points 350 basis points
but less than 1.50:1.0
- -------------------------------------------------------------------------------------------------
1
- -------------------------------------------------------------------------------------------------
III Greater than or equal 150 basis points 350 basis points
to 1.50:1.0 but less
than 2.00:1.0
- -------------------------------------------------------------------------------------------------
IV Greater than or equal 200 basis points 350 basis points
to 2.00:1.0 but less
than 2.50:1.0
- -------------------------------------------------------------------------------------------------
V Greater than or equal 250 basis points 350 basis points
to 2.50:1.0
- -------------------------------------------------------------------------------------------------
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) Bank shall have received this Amendment, duly executed by the
Borrowers and Bank;
(b) No Event of Default, Unmatured Event of Default or Material
Adverse Effect shall have occurred and be continuing; and
(c) All of the representations and warranties set forth herein,
in the Loan Documents 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 the Closing Date).
4. Representations and Warranties. In order to induce Bank to enter into
this Amendment, Borrowers hereby represent and warrant to Bank that:
(a) No Event of Default or Unmatured Event of Default is
continuing;
(b) All of the representations and warranties set forth in the
Agreement and the Loan Documents 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 Closing Date); and
(c) This Amendment has been duly executed and delivered by the
Borrowers, and after giving effect to this Amendment, the Agreement and the Loan
Documents continue to constitute the legal, valid and binding agreements and
obligations of the Borrowers, 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
2
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 and
the other Loan Documents remain in full force and effect.
[remainder of page intentionally left blank; signatures to follow]
3
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
COMERICA BANK,
a Michigan banking corporation,
successor by merger to Comerica Bank-California,
a California banking corporation
By: /s/ Jason D. Brown
-------------------------------
Name: Jason D. Brown
Title: Vice President
S-1
Amendment Number Three to Amended and Restated
Credit Agreement