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
1
<PAGE>
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."
&
