exv10w1



 






Exhibit 10.1




AMENDMENT NUMBER SEVEN TO AMENDED AND RESTATED

CREDIT AGREEMENT




     This AMENDMENT NUMBER SEVEN TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated
as of September 6, 2005, is entered into between DECKERS OUTDOOR CORPORATION, a Delaware
corporation (“Borrower”), and COMERICA BANK, a Michigan banking corporation, successor by merger to
Comerica Bank-California, a California banking corporation (“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 by that certain Amendment
Number One to Amended and Restated Credit Agreement, dated as of April 29, 2003, that certain
Amendment Number Two to Amended and Restated Credit Agreement, dated as of June 27, 2003, and that
certain Amendment Number Three to Amended and Restated Credit Agreement, dated as of August 6,
2003, that certain Amendment Number Four to Amended and Restated Credit Agreement, dated as of
November 13, 2004, that certain Amendment Number Five to Amended and Restated Credit Agreement,
dated as of February 28, 2005, and that certain Amendment Number Six to Amended and Restated Credit
Agreement, dated as of June 14, 2005 (as so amended, the “Agreement”);



     B. UGG has duly merged with and into Borrower and Borrower is the surviving entity; and



     C. Borrower and Bank desire to further amend 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. The definition of “Revolving Credit Commitment” set forth in
Section 1.1 of the Agreement is hereby amended in its entirety as follows:



     “Revolving Credit Commitment” means Twenty Million Dollars
($20,000,000); provided, however, from September 6, 2005 through and
including December 6, 2005 “Revolving Credit Commitment” shall mean
Twenty-Five Million Dollars ($25,000,000).



     3. Representations and Warranties. In order to induce Bank to enter into this Amendment,
Borrower hereby represents and warrants to Bank that:



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          (a) 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.




     4. 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;




          (b) Bank shall have received a fully-earned, non-refundable fee in the amount of $7,500;




          (c) No Event of Default, Unmatured Event of Default or Material Adverse Effect shall have
occurred and be continuing; and




          (d) 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).




     5. 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.



     6. 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.



     7. Reaffirmation of the Agreement. The Agreement as amended hereby and the other Loan
Documents remain in full force and effect.



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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/ M.Scott Ash
 	 
	 	Name:  	M. Scott Ash 	 
	 	Title:  	Chief Financial Officer 	 
	 
	 	COMERICA BANK,
a Michigan banking corporation, successor by merger to Comerica Bank-California, a California banking corporation

 	 
	 	By:  	/s/ Geoffrey Matthews
 	 
	 	Name:  	Geoffrey Matthews 	 
	 	Title:  	Assistant Vice President-Western Division 	 
	 




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