Exhibit 10.1
AMENDMENT NUMBER ELEVEN
TO AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NUMBER ELEVEN TO AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment"), dated as of June 29, 2009, is entered into among DECKERS
OUTDOOR CORPORATION, a Delaware corporation ("Deckers"), TSUBO, LLC, a Delaware
limited liability company ("Tsubo" and collectively with Deckers, "Borrower"),
and COMERICA BANK ("Bank"), with reference to the following facts:
A. Deckers and UGG Holdings, Inc., a California corporation ("UGG"),
on the one hand, as co-borrowers, and Bank, on the other hand, previously
entered into that certain Amended and Restated Credit Agreement, dated as of
November 25, 2002, as amended from time to time (as so amended, the
"Agreement");
B. UGG has duly merged with and into Deckers and Deckers is the
surviving entity;
C. On or about May 5, 2008, Deckers, purchased all of the ownership
interests in Tsubo, LLC, a Delaware limited liability company ("TSUBO"), and in
connection with such acquisition, Deckers, Tsubo and Bank entered into that
certain Joinder Agreement dated June 30, 2008, pursuant to which TSUBO became a
Borrower under the Agreement; and
C. Borrower and Bank desire to amend and waive certain provisions of
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. Amendment to Section 1.1.
(a) The definition of "Letter of Credit Sublimit" is hereby
amended to read as follows:
"Letter of Credit Sublimit" means Two Million Five
Hundred Thousand Dollars ($2,500,000) with respect to standby
Letters of Credit and Ten Million Dollars ($10,000,000) with
respect to commercial Letters of Credit.
3. Amendment to Section 7.5. Section 7.5 is hereby amended to read
as follows:
7.5 Leases
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Create, incur, assume or suffer to exist, or permit any
Subsidiary (other than the Excluded Subsidiaries) to create,
incur, assume or suffer to exist, any obligation as a lessee for
the rental or hire of any real or personal property, other than
(i) leases that have been or should be capitalized in accordance
with GAAP, and (ii) leases (other than Capital Leases) that do
not in the aggregate require payments (including taxes,
insurance, maintenance, and similar expenses which any Borrower
or any Subsidiary (other than the Excluded Subsidiaries) is
required to pay under the terms of any lease) in excess of
Twenty Million Dollars ($20,000,000) on a consolidated basis for
Borrowers and the Subsidiaries (other than the Excluded
Subsidiaries) in any fiscal year of Borrowers."
4. Amendment of Section 7.12. Section 7.12 is hereby amended to read
as follows:
"7.12 Capital Expenditures
"Make, or permit any Subsidiary (other than the Excluded
Subsidiaries) to make, any Capital Expenditures, or any
commitments therefor, in excess of Twenty Five Million Dollars
($25,000,000) in the aggregate, on a consolidated basis, in
fiscal year 2009 and Fifteen Million Dollars ($15,000,000) in any
fiscal year thereafter."
5. Amendment of Section 7.15(b). Section 7.15(b ) is hereby amended
such that Parent shall not to have a Consolidated Net Loss for the fiscal
quarter ending June 30, 2009, of greater than Three Million Dollars
($3,000,000).
6. Representations and Warranties. In order to induce Bank to enter
into this Amendment, Borrower hereby represents and warrants to Bank that:
(a) After giving effect to this Amendment, 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
Borrower, 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 Borrower, 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.
7. 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
Borrower and Bank;
(b) No Event of Default, Unmatured Event of Default or
Material Adverse Effect shall have occurred and be continuing; and
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(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).
8. 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.
9. 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.
10. Reaffirmation of the Agreement. The Agreement as amended hereby
and the other Loan Documents remain in full force and effect.
[signatures follow]
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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/ Zohar Ziv
-----------------------------------
Name: Zohar Ziv
Title: Chief Operating Officer
TSUBO, LLC,
a Delaware limited liability company
By its Managing Member:
DECKER OUTDOOR CORPORATION,
a Delaware corporation
By: /s/ Zohar Ziv
-----------------------------------
Name: Zohar Ziv
Title: Chief Operating Officer
COMERICA BANK
By: /s/ Geoffrey Matthews
-----------------------------------
Name: Geoffrey Matthews
Title: Vice President
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