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
