Exhibit 10.1


 


AMENDMENT NO. 3 TO CREDIT
AGREEMENT


 


This Amendment No. 3 to
Credit Agreement, dated as of November 21, 2017 (this “Amendment”) is entered into by and among Deckers Outdoor
Corporation (the “Company”) and JPMorgan Chase Bank, N.A., as Administrative Agent with reference to the Second
Amended and Restated Credit Agreement, dated as of November 13, 2014, as amended by Amendment No. 1 to Credit Agreement dated as
of August 28, 2015 and Amendment No. 2 to Credit Agreement dated as of October 3, 2016 (as amended, restated, extended, supplemented
or otherwise modified in writing prior to the date hereof, the “Credit Agreement”), among the Company, the Designated
Borrowers from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent. Capitalized
terms used in this Amendment and not otherwise defined herein are used with the meanings set forth for those terms in the Credit
Agreement.


 


WHEREAS, the Borrowers have
requested that the Administrative Agent and the Lenders agree to certain amendments to the Credit Agreement.


 


NOW, THEREFORE, in consideration
of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:


 


1.         Amendment.
Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 of this
Amendment, the definition of “Change in Control” in Section 1.01of the Credit Agreement is hereby amended and restated
in its entirety to read as set forth below:


 


“Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning
of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date
hereof), of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of the Company; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors
of the Company by Persons who were not (i) nominated by the board of directors of the Company, (ii) appointed by the board of directors
of the Company or (iii) approved (either by a specific vote or approval of a proxy statement issued by the Company on behalf of
its entire board of directors in which such individual is named as a nominee for director) as director candidates prior to their
election by the board of directors of the Company; or (c) the acquisition of direct or indirect Control of the Company by any Person
or group.


 


2.         Conditions Precedent.
This Amendment shall become effective on the date (the “Amendment Effective Date”) that the Administrative Agent
shall have received each of the following:


 


(a)        counterparts
of this Amendment duly executed by the Borrowers, Lenders constituting Required Lenders and the Administrative Agent;




    	 



    	



    

(b)        a written
consent hereto (the “Consent”) executed by the Guarantors in substantially the form of Exhibit A attached hereto;
and


 


(c)        all fees
required to be paid to the Administrative Agent or any Lender and all expenses for which reasonably detailed invoices have been
presented on or before the Amendment Effective Date shall have been paid.


 


3.         Representations
and Warranties. Each Borrower represents and warrants to the Administrative Agent and the Lenders that (a) the
representations and warranties contained in Article III of the Credit Agreement and in the other Loan Documents are true and
correct in all material respects on and as of the date hereof (other than (i) such representations as are made as of a
specific earlier date, in which case such representations and warranties are true and correct in all material respects as of
such earlier date and (ii) such representations that are qualified by materiality or as to Material Adverse Effect in the
text thereof, in which case such representations and warranties are true and correct in all respects), and (b) no Default now
exists.


 


4.         Confirmation.
On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the
other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import
referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by the Amendment. In all other
respects, the terms of the Credit Agreement and the other Loan Documents are hereby confirmed.


 


5.         Counterparts.
This Amendment may be executed in any number of counterparts, and all of such counterparts taken together shall be deemed to constitute
one and the same instrument.


 


6.         Governing Law.
This Amendment SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK. In addition to and without limitation of any of the foregoing, this Amendment shall be deemed to be a Loan
Document and shall otherwise be subject to all of the terms and conditions contained in Sections 9.09 and 9.10 of the Credit Agreement,
as amended by the Amendment, mutatis mutandi.


 


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left blank.]




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IN WITNESS WHEREOF, the
parties hereto have executed this Amendment as of the date first written above by their duly authorized representatives.


 


	 	DECKERS OUTDOOR CORPORATION
	 	 	 
	 	By:	/s/ Thomas A. George
	 	Name: Thomas A. George
	 	Title: Chief Financial Officer
	 	 	 
	 	DECKERS UK LIMITED
	 	 	 
	 	By: 	/s/ Alex Henderson
	 	Name: Alex Henderson
	 	Title: Director
	 	 	 
	 	DECKERS BENELUX B.V.
	 	 	 
	 	By: 	/s/ Paul Bollen
	 	Name: Paul Bollen
	 	Title: Director
	 	 	 
	 	By: 	/s/ Alex Henderson
	 	Name: Alex Henderson
	 	Title: Director
	 	 	 
	 	DECKERS EUROPE LIMITED
	 	 	 
	 	By: 	/s/ Alex Henderson
	 	Name: Alex Henderson
	 	Title: Director




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	 	JPMORGAN CHASE BANK, N.A., as a Lender
	 	 
	 	By: 	/s/ Marshall Trenckmann
	 	Name: Marshall Trenckmann
	 	Title: Executive Director




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	 	COMERICA BANK, as a Lender
	 	 
	 	By: 	/s/ Anita Chan
	 	Name: Anita Chan
	 	Title: Assistant Vice President









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    	 	HSBC BANK USA, N.A., as a Lender
	 	 
	 	By: 	/s/ Jean Frammolino
	 	Name: Jean Frammolino
	 	Title: Senior Vice President









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    	 	Bank of America, N.A., as a Lender
	 	 
	 	By: 	/s/ Ryan Pennetti
	 	Name: Ryan Pennetti
	 	Title: Vice President









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    	 	Compass Bank (DBA as BBVA Compass), as a Lender
	 	 
	 	By: 	/s/ Eric J. Paul
	 	Name: Eric J. Paul
	 	Title: Senior Vice President









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    	 	FIFTH THIRD BANK, as a Lender
	 	 
	 	By: 	/s/ Brian Anderson
	 	Name: Brian Anderson
	 	Title: Director









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    	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By: 	/s/ Conan Schleicher
	 	Name: Conan Schleicher
	 	Title: Senior Vice President









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    	 	Branch Banking and Trust Company, as a Lender
	 	 
	 	By: 	/s/ Jim Wright
	 	Name: Jim Wright
	 	Title: Assistant Vice President









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    	 	MUFG UNION BANK, N.A., as a Lender
	 	 
	 	By: 	/s/ Susan Swerdloff
	 	Name: Susan Swerdloff
	 	Title: Managing Director









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    	 	ZB, N.A. dba California Bank & Trust, as a Lender
	 	 
	 	By: 	/s/ Brian Knapp
	 	Name: Brian Knapp
	 	Title: Senior Vice President









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    	 	WELLS FARGO BANK, N.A., as a Lender
	 	 
	 	By: 	/s/ Martin Noren
	 	Name: Martin Noren
	 	Title: VP & Relationship Manager









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	ACKNOWLEDGED BY:	 
	 	 
	JPMORGAN CHASE BANK, N.A.,	 
	as Administrative Agent	 
	 	 
	By: 	/s/ Marshall Trenckmann	 
	Name: Marshall Trenckmann	 
	Title: Executive Director	 


 




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