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