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EXHIBIT 10.10(h)
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Sixth Amendment to that certain Amended and Restated Loan
and
Security Agreement ("Amendment") is made
and entered into as of June 12, 2002,
by and between Skechers U.S.A., Inc.
("Borrower") and The CIT Group/Commercial
Services, Inc. ("CIT"), successor by
purchase to the Commercial Services
Division of Heller Financial, Inc., as
Agent and as Lender ("Agent"). All
capitalized terms used herein and not
otherwise defined shall have the meanings
assigned to such terms in the Amended and
Restated Loan and Security Agreement.
WHEREAS, Agent and Borrower are parties to a certain Amended
and
Restated Loan and Security Agreement, dated
September 4, 1998 and all amendments
thereto (the "Agreement"); and
WHEREAS, Borrower and Agent desire to amend the Agreement as
hereinafter set forth;
NOW THEREFORE, for good and valuable consideration, the receipt
and
sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. AMENDMENT
1.1 Delete the
first paragraph of subsection 2.1(B) of the Agreement in its
entirety and substitute the following:
(B) Revolving Loan: Each Lender, severally, agrees to lend to
Borrower
from time to time its Pro Rata Share of each Revolving Advance.
The
aggregate amount of all Revolving Loan Commitments shall not
exceed
at any time $200,000,000 as reduced by subsection 2.4(B).
Amounts
borrowed under this subsection 2.1(B) may be repaid and
reborrowed
at any time prior to the earlier of (i) the termination of the
Revolving Loan Commitment pursuant to subsection 8.3 or (ii)
the
Termination Date; provided, however that Borrower shall reduce
the
Revolving Loan to an amount not greater than the Cleanup Amount
for
at least one Business Day each consecutive twenty-one (21) day
period. Except as otherwise provided herein, no Lender shall
have
any obligation to make a Revolving Advance to the extent such
Revolving Advance would cause the Revolving Loan (after giving
effect to any immediate application of the proceeds thereof) to
exceed the Maximum Revolving Loan Amount.
1.2 Delete
subsection 2.1(B)(2) of the Agreement in its entirety and
substitute the following:
(2) "Borrowing Base"
means, as of any date of determination, an
amount equal to the sum of (a) 85% of Eligible Accounts plus
(b) the lesser of (i) $100,000,000 and (ii) 60% of Eligible
Inventory (excluding Eligible Retail Inventory) plus (c) the
lesser of (i) $2,000,000 and (ii) fifty percent (50%) of the
Eligible Retail Inventory plus (d) the Overadvance Amount; and
less (e) in each case such reserves as Agent in its reasonable
discretion may elect to establish.
1.3 Add the
following at the end of the definition of "Eligible Accounts"
set forth in Section 2.1(C) of the Agreement:
Borrower, Agent and the Lenders hereby agree that with respect
to
determining eligibility of Accounts arising from Borrower's
rights
to payment under that certain Credit Approved Receivables
Purchasing Agreement dated as of May 31, 2000 between CIT and
Borrower, as amended (the "CARPA"), the foregoing criteria shall
be
applied to the underlying Account purchased by CIT from
Borrower
pursuant to the CARPA arising from the sale of goods or the
rendering of services by Borrower.
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1.4 Delete
Section 9.5(B) of the Agreement in its entirety and substitute
the following:
(B) Each
Lender may sell participations in all or any
part of any Loans made by it to another Person; provided that,
any
such participation shall be in a minimum amount of $5,000,000;
and
provided further, that, all amounts payable by Borrower
hereunder
shall be determined as if that Lender had not sold such
participation. Borrower hereby acknowledges and agrees that the
participant under each participation shall for purposes of
subsections 2.8, 2.9, 2.10, 9.6 and 10.2 be considered to be a
"Lender". No such particip
