EXHIBIT 10.10(k)
NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Ninth Amendment to that certain Amended and Restated Loan and
Security Agreement ("Amendment") is made and entered into as of August 18, 2003,
by and between Skechers U.S.A., Inc. ("Borrower") and The CIT Group/Commercial
Services, Inc. ("CIT"), successor by purchase to the Commercial Services
Division of Heller Financial, Inc., as Agent and as Lender ("Agent"). All
capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Amended and Restated Loan and Security Agreement.
WHEREAS, Agent and Borrower are parties to a certain Amended and
Restated Loan and Security Agreement, dated September 4, 1998 and all amendments
thereto (the "Agreement"); and
WHEREAS, Borrower and Agent desire to amend the Agreement as
hereinafter set forth;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. AMENDMENT
1.1 Delete sub-section titled "Trade Names" on Schedule 4.6 of the
Agreement in its entirety and substitute the following new sub-section
titled "Trade Names":
Trade Names: (As of even date herein)
Michelle K
Mark Nason
310 Global Brands
Marc Ecko Footwear
Cross Colors (Released)
Karl Kani (Released)
Skechers
Skechers Sport
Skechers Collections
SECTION 2. RATIFICATION OF AGREEMENT
2.1 To induce CIT to enter into this Amendment, Borrower represents and
warrants that after giving effect to this Amendment, no violation of
the terms of the Agreement exist and all representations and warranties
contained in the Agreement are true, correct and complete in all
material respects on and as of the date hereof.
2.2 Except as expressly set forth in this Amendment, the terms, provisions
and conditions of the Agreement are unchanged, and said Agreement, as
amended, shall remain in full force and effect and is hereby confirmed
and ratified.
SECTION 3. COUNTERPARTS
This Amendment may be executed in any number of counterparts, and all
such counterparts taken together shall be deemed to constitute one and the same
instrument. Signature pages may be detached from counterpart documents and
reassembled to form duplicate executed originals. This Amendment shall become
effective as of the date hereof upon the execution of the counterparts hereof by
Borrower, Guarantor and CIT.
SECTION 4. GOVERNING LAW
THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA.
SECTION 5. ACKNOWLEDGMENT AND CONSENT BY GUARANTORS
Each Guarantor hereby acknowledges that it has read this Amendment and
consents to the terms thereof and further hereby confirms and agrees that,
notwithstanding the effectiveness of this Amendment, the obligations of such
Guarantor under its respective guaranty shall not be impaired or affected and
the guaranties are, and shall continue to be, in full force and effect and are
hereby confirmed and ratified in all respects.
Witness the execution hereof by the respective duly authorized officers
of the undersigned as of the date first above written.
THE CIT GROUP/COMMERCIAL SERVICES,
INC., as Agent and as Lender
By: /s/ William F. Elliott
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Title: Vice President
SKECHERS U.S.A., INC.
ATTEST:
/s/ Philip Paccione By: /s/ David Weinberg
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Secretary Title: CFO
GUARANTOR:
SKECHERS USA, INC. II,
a Delaware corporation
By: /s/ David Weinberg
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Title: CFO
SKECHERS BY MAIL, INC.,
a Delaware corporation
By: /s/ David Weinberg
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Title: CFO
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