Exhibit 10.1


 


WAIVER AND


AMENDMENT NUMBER TEN


TO AMENDED AND RESTATED CREDIT AGREEMENT


 


This WAIVER AND AMENDMENT
NUMBER TEN TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”),
dated as of June 30, 2008, is entered into among DECKERS OUTDOOR CORPORATION,
a Delaware corporation (“Borrower”), and
COMERICA BANK (“Bank”), with reference to the
following facts:


 


A.            Borrower 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 Borrower and Borrower is the surviving entity;


 


C.            On or about May 5, 2008
Borrower, pursuant to an Equity Purchase Agreement, purchased all of the
ownership interests in Tsubo, LLC, a Delaware limited liability company (“TSUBO”)
and in connection with such acquisition, Borrower, TSUBO and Bank are entering
into that certain Joinder Agreement of even date herewith pursuant to which
said agreement TSUBO will become a Borrower under the Agreement; and


 


D.            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.             Waivers.


 


(a)           Bank
hereby waives any breach of Section 7.5 (Leases) or Section 7.12
(Capital Expenditures) which has occurred prior to the date hereof.


 


(b)           Bank
hereby waives the restriction on loans and advances to an Excluded Subsidiary
contained in Section 7.8(d)(iii) in connection with Borrower’s loan’s
and advances, during calendar year 2008, of up to Two Million Seven Hundred
Fifty Thousand Dollars ($2,750,000) to Borrower’s joint venture in China and
Bank further agrees that such loans and advances shall be excluded from the
calculation for the calendar year 2008, of the amount of the annual aggregate
restriction on such loans contained in Section 7.8(d)(iii).


 


3.             Amendment to Section 1.1.


 


(a)           The
definition of “Foreign Exchange Sublimit” is hereby amended to read as follows:


 


“‘Foreign
Exchange Sublimit’ means Twenty Million Dollars ($20,000,000).’


 





















 


(b)           The
definition of “Revolving Loans Maturity Date” is hereby amended to read as
follows:


 


“‘Revolving
Loans Maturity Date’ means June 1, 2010.”


 


4.             Amendment
to Section 7.5.  Section 7.5 is hereby amended to read as
follows:


 


“7.5         Leases


 


“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
Fifteen Million Dollars ($15,000,000) on a consolidated basis for Borrowers and
the Subsidiaries (other than the Excluded Subsidiaries) in any fiscal year of
Borrowers.”


 


5.             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 Eight
Million Dollars ($28,000,000) in the aggregate, on a consolidated basis, in any
fiscal year.”


 


6.             Deletion
of clause (c) of Section 7.15.  Clause (c) of Section 7.15(c) is
hereby deleted and replaced with the following: 
“Intentionally omitted”.


 


7.             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.


 


2

















 


8.             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


 


(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).


 


9.             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.


 


10.           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.


 


11.           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

  	
   

  
	
   

  	
  Name:

  	
  Tom
  Hillebrandt

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMERICA
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  Matthews

  
	
   

  	
  Title:

  	
  Vice
  President

  
						



 


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