Exhibit 10.10(l)
TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Tenth Amendment to that certain Amended and Restated Loan and
Security Agreement ("Amendment") is made and entered into as of December 31,
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 the first paragraph of subsection 2.1(B) in its entirety and
substitute the following:
Revolving Loan: Each Lender, severally, agrees to lend to Borrower from
time to time its Pro Rata Share of each Revolving Advance. The aggregate
amount of all Revolving Loan Commitments shall not exceed at any time
$150,000,000 as reduced by subsection 2.4(B). Amounts borrowed under
this subsection 2.1(B) may be repaid and reborrowed at any time prior to
the earlier of (i) the termination of the Revolving Loan Commitment
pursuant to subsection 8.3 or (ii) the Termination Date; provided,
however that Borrower shall reduce the Revolving Loan to an amount not
greater than the Cleanup Amount for at least one Business Day each
consecutive twenty-one (21) day period. Except as otherwise provided
herein, no Lender shall have any obligation to make a Revolving Advance
to the extent such Revolving Advance would cause the Revolving Loan
(after giving effect to any immediate application of the proceeds
thereof) to exceed the Maximum Revolving Loan Amount.
1.2 Delete subsection 2.1(B)(2) in its entirety and substitute the
following:
(2) "Borrowing Base" means, as of any date of determination, an
amount equal to the sum of (a) 85% of Eligible Accounts plus
(b) the lesser of (i) $75,000,000 and (ii) 60% of Eligible
Inventory (excluding Eligible Retail Inventory) ; and (c) less
in each case such reserves as Agent in its reasonable
discretion may elect to establish.
1.3 Add the following sentence to the end of Section 6. Financial Covenants:
Financial Covenants contained in the Financial Covenant Rider shall not
be reviewed unless the loan exceeds sixty percent (60%) of all Eligible
Accounts.
1.4 Delete subsection (A) of the Financial Covenants Rider in its entirety
and substitute the following:
(A) Tangible Net Worth. On and after January 1, 2004, Borrower shall
maintain Tangible Net Worth of at least $250,000,000.00 as at the
end of each Fiscal Month.
1.5 Delete subsection (B) of the Financial Covenants Rider in its entirety
and substitute the following:
(B) Working Capital. On and after January 1, 2004, Borrower shall
maintain Working Capital of
at least $200,000,000.00 as at the end of each Fiscal Month.
1.6 Delete subsection 2.5 in its entirety and substitute the following new
subsection:
2.5 Term of this Agreement. This Agreement shall be effective
until December 31, 2005 (the "Original Term") and shall
automatically renew from year to year thereafter (each such
year a "Renewal Term") unless terminated by (a) Borrower
giving to Agent or (b) any Lender giving to Borrower and Agent
not less than 60 days prior written notice of its intention to
terminate at the end of the Original Term or at the end of any
Renewal Term (the "Termination Date"). The Commitments shall
terminate (unless earlier terminated) upon the earlier of (i)
the occurrence of an event specified in subsection 8.3 or (ii)
the Termination Date. Upon termination in accordance with
subsection 8.3 or on the Termination Date, all Obligations
shall become immediately due and payable without notice or
demand. Notwithstanding any termination, until all Obligations
have been fully paid and satisfied, Agent, on behalf of
Lenders, shall be entitled to retain security interests in and
liens upon all Collateral, and even after payment of all
Obligations hereunder, Borrower's obligation to indemnify
Agent and each Lender in accordance with the terms hereof
shall continue.
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
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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
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SKECHERS U.S.A., INC.
ATTEST:
/s/Philip G. Paccione By: /s/ David Weinberg
------------------------- ----------------------------------
Secretary Title: EVP
------------------------- ----------------------------------
GUARANTOR:
SKECHERS USA, INC. II,
a Delaware corporation
By: /s/ David Weinberg
---------------------------------
Title: EVP
---------------------------------
SKECHERS BY MAIL, INC.,
a Delaware corporation
By: /s/ David Weinberg
---------------------------------
Title: EVP
---------------------------------
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