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Exhibit 10.10(l)
TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Tenth Amendment to that certain Amended and Restated Loan
and
Security Agreement ("Amendment") is made
and entered into as of December 31,
2003, 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) in its entirety and
substitute
the following:
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
$150,000,000 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) 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) $75,000,000 and (ii) 60% of Eligible
Inventory (excluding Eligible Retail Inventory) ; and (c) less
in each case such reserves as Agent in its reasonable
discretion may elect to establish.
1.3 Add the
following sentence to the end of Section 6. Financial
Covenants:
Financial Covenants contained in the Financial Covenant Rider shall
not
be reviewed unless the loan exceeds sixty percent (60%) of all
Eligible
Accounts.
1.4 Delete
subsection (A) of the Financial Covenants Rider
