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EXHIBIT 10.28
AMENDMENT NUMBER THREE TO SENIOR SUBORDINATION AGREEMENT
This
AMENDMENT NUMBER THREE TO SENIOR SUBORDINATION AGREEMENT (this
"Amendment"), dated as of November 13,
2003, is entered into among COMERICA
BANK-CALIFORNIA, a California banking
corporation ("Senior Lender"), THE
PENINSULA FUND III LIMITED PARTNERSHIP, a
Delaware limited partnership
("Subordinate Lender"), DECKERS OUTDOOR
CORPORATION, a Delaware corporation
("Parent"), and UGG Holdings, Inc., a
California corporation ("UGG") (Parent and
UGG are collectively sometimes referred to
herein as "Borrowers" and
individually as a "Borrower"), with
reference to the following facts:
A. Senior
Lender, Subordinate Lender and the Borrowers previously entered
into that certain Senior Subordination
Agreement, dated as of November 25, 2002,
as amended by that certain Amendment Number
One to Senior Subordination
Agreement, dated as of April 29, 2003, and
that certain Amendment Number Two to
Senior Subordination Agreement, dated as of
June 27, 2003 (as so amended, the
"Agreement"); and
B. Senior
Lender, Subordinate Lender and the Borrowers desire to 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.
Permitted Payment. The definition of "Permitted Payment" set forth
in
Section 1 of the Agreement is hereby
amended in its entirety as follows:
"PERMITTED PAYMENT" means (i) monthly interest payments owing
on the
Senior Subordinated Note (as defined in the Note Purchase
Agreement)
at the per annum rate not to exceed 12% (or $140,000 per
month),
(ii) quarterly payments of principal owing on the Senior
Subordinated Note in accordance with Section 2.1(a) of the Note
Purchase
Agreement,
as in effect on the date hereof, (iii) Deferred Interest
Payments,
provided in each case that the conditions set forth in Section
3(c)(2)(i)
and (ii) hereof have been met, (iv) a principal prepayment on
the Senior
Subordinated Note in an amount not to exceed $2,000,000,
together
with a prepayment fee in the amount of $100,000, during the
month
of June
2003, and (v) an additional principal prepayment on the Senior
Subordinated Note in an amount not to exceed $2,000,000, during the
month
of
November or December 2003.
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3.
Conditions Precedent to Effectiveness of Amendment. The
effectiveness
of this Amendment is subject to and
contingent upon the fulfillm
